Kodal Minerals Plc / Index: AIM / Epic: KOD / Sector: Mining

 

23 June 2026

 

Kodal Minerals plc 

("Kodal Minerals", the "Company" or the "Group")

 

Final Results for the nine months to 31 December 2025

 

Kodal Minerals, the West African lithium producer, mineral exploration and development company, is pleased to announce its audited final results for the nine months to 31 December 2025.

 

The Company's Annual Report and Accounts will be made available on the Company's website www.kodalminerals.com shortly and will be posted to shareholders today.

 

Kodal Minerals' principal activity continues to be its involvement and interest in the Bougouni Lithium Project in Mali ("Bougouni" or the "Project") which it holds through its 49 per cent. shareholding in Kodal Mining UK Limited ("KMUK") in partnership with Hainan Mining Co. Ltd ("Hainan"), which as the 51 per cent. shareholder has ultimate control.  KMUK holds a 65 per cent. shareholding of Les Mines de Lithium de Bougouni SA ("LMLB"), which owns the Project in partnership with the Mali Government, and KMUK provides the management oversight and operational control of mining activities at the Project.

 

Operational Highlights for the Bougouni Lithium Project:

·    Progressed from developer to critical metals producer in 12 months.

 

·    The Project was granted an export permit from the Mali Government in September 2025 to ship an initial 125,000 tonnes of concentrate to Hainan, China.

 

·    Offtake agreement signed with Hainan for 100% of the spodumene product produced at the Project. 

 

·    Bougouni was officially opened in November 2025 by Mali President Goïta alongside the Minister of Mines and Governor of Bougouni.

 

·    Ramp-up advanced with over 40,000 tonnes of concentrate produced by the period end.

 

·    Maiden shipment of 28,735 tonnes of concentrate left the Port of San Pedro in November 2025 generating first sales for the Project.

 

·   Final assay results for the 2025 drilling programme at the Boumou prospect confirmed the continuation of wide, high-grade pegmatite mineralisation. 

 

·    As at the date of this announcement, a total of over 69,000 tonnes of concentrate has been shipped and sold through KMUK's offtake agreement.

 

Financial Highlights for the nine months to 31 December 2025:

 

·  Group operating loss of £1,428,000 after impairments and share based payments (year to 31 March 2025: £2,446,000).

 

·   The Group invested £144,000 in exploration and evaluation expenditure on its gold projects (year to 31 March 2025: £133,000) whilst the focus of the Group's efforts was concentrated on first commercial production at Bougouni.

 

·    The value of the Group's investment into KMUK was £20.6 million (31 March 2025: £21.4 million) and its share of KMUK's loss for the period was £308,000 (year to 31 March 2025: £2,446,000).

 

·   Group net assets decreased by 4% to £43,669,000 (31 March 2025: £45,584,000).

 

·   Cash balance of £14,875,000, a decrease of approximately 11.9% from the previous period (as at 31 March 2025: £16,888,000).

 

Commenting on the results, CEO Bernard Aylward said:

"This period has been truly transformational for Kodal Minerals. We have successfully transitioned from a developer to a critical metals producer in just 12 months. The commencement of production at the Bougouni Lithium Project was a landmark achievement, and seeing the maiden shipment depart in November was a pivotal moment. To date, LMLB has exported over 69,000 tonnes of concentrate from site, generating US$89m in revenue. This is testament to the hard work and dedication of our team and the strength of our partnership with Hainan.

 

"Building on this momentum, our focus for the first full year of production is consistent delivery of the target of approximately 10,000 tonnes of spodumene concentrate per month and the continued value optimisation of the Bougouni Lithium Project for all stakeholders."

  

For further information, please visit www.kodalminerals.com or contact the following:

 

Kodal Minerals plc Bernard Aylward, CEO	via Burson Buchanan
Allenby Capital Limited, AIM Nominated Adviser Jeremy Porter/Vivek Bhardwaj	Tel: 020 3328 5656
SP Angel Corporate Finance LLP, Financial Adviser & Joint Broker Stuart Gledhill/Adam Cowl	Tel: 020 3470 0470
Canaccord Genuity Limited, Joint Broker James Asensio/Charlie Hammond	Tel: 020 7523 4680
Peel Hunt LLP, Joint Broker Ross Allister/David McKeown/Georgia Langoulant	Tel: 020 7418 8900
Burson Buchanan, Financial PR Louise Mason-Rutherford/Abigail Gilchrist	Tel: +44 (0)20 7466 5000 [email protected]

 

The exploration results and activity reported in this announcement have been reviewed by Mr Bernard Aylward who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Aylward has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Qualified Person as defined in the AIM Note for Mining and Oil & Gas Companies dated June 2009. Mr Aylward consents to the inclusion in this announcement of the matters based on his information in the form and context in which it appears.

 

CHAIRMAN'S STATEMENT

 

I am delighted to present the Annual Report of Kodal Minerals plc for the nine months to 31 December 2025.

This period saw the Group successfully deliver on its strategy of transitioning into a critical metals producer through its flagship project, the Bougouni Lithium Project in southern Mali held within the Group's 49% owned associate Kodal Mining UK Limited. Kodal's operating partner, Hainan Mining Limited owns the balance of 51%.  The Project is operated by Les Mines de Lithium de Bougouni SA which is owned 65% by KMUK and 35% by Malian Government entities. During the period, the operational focus moved to the mining and production of spodumene concentrate through the Stage 1 Dense Media Separation ("DMS") processing plant.  By the end of the year, the Project reached commercial production and the maiden shipment of 28,735 tonnes of concentrate left the Port of San Pedro in November 2025, bound for Hainan Province, China.

Our strong relationship with the Malian Government has continued in the period, with President Goïta officially opening the Bougouni Lithium Project in November 2025, alongside Professor Amadou Keita, the Minister of Mines and General Ousmane Wele, the Governor of Bougouni.  An export permit for an initial 125,000 tonnes of spodumene concentrate from Bougouni was received by LMLB in September 2025, allowing the road transport of product to the port of San Pedro in Côte d'Ivoire.  To date, a total of over 69,000 tonnes of concentrate has been shipped and sold through KMUK's offtake agreement with Hainan.

Towards the end of the period, Mali experienced a sharply deteriorating security environment as militant groups launched increasingly coordinated attacks across the north and centre of the country.  Southern Mali, where the Project is situated, has historically been more stable.  However, violence started to shift into southern areas and regrettably the Bougouni site was subject to a security incident in August 2025.  Our priority remains ensuring the safety and wellbeing of all our employees.  We continue to work closely with Mali government officials, and the military security presence in the Bougouni area and on site has been increased to ensure the security and safety of staff and contractors at the mine. Fortunately, Bougouni's operations were ultimately unaffected by the security issues, with the operation continuing to mine, process, transport and export product successfully and securely.

Outlook

The immediate focus for the team at Bougouni is to continue production, transportation and export of spodumene concentrate, and consistently deliver approximately 10,000 tonnes per month of spodumene concentrate in line with the offtake agreement with Hainan.  Bougouni's economic performance has been significantly helped by the recovery in the Lithium spodumene 6% concentrate price for CIF in China ("SC6"). Starting in 2025 with an SC6 price of around $816 per tonne, persistent global oversupply and slower than expected EV demand growth saw prices hit a low in the middle of the year of $617 per tonne. However, in the second half of 2025 and into 2026, prices have recovered strongly to well over $2,000 per tonne with a pick up in EV battery demand in China and slowdown in supply. The SC6 price outlook, however, remains volatile with additional supply expected to come on stream to help meet increasing demand from China and whilst commentators expect prices may soften from current levels they are forecast to remain well above 2025 levels.

During the year, discussions continued with Hainan regarding responsibility for the US$15 million settlement payment made by KMUK under the Memorandum of Understanding ("MoU") it entered into with the State of Mali in October 2024 in connection with the migration of the Mining Licence to the 2023 Mining Code.  Since the year end, arbitration proceedings have commenced between Kodal and KMUK and we continue to maintain that the payment is not a liability to be indemnified by Kodal.  We will continue to keep shareholders informed of progress in the arbitration proceedings.  We emphasise that the arbitration has not impacted the relationship with Hainan, which remains strong and co-operative, or on the day-to-day operations at Bougouni.

While maintaining a focus on Bougouni, we continue to evaluate new opportunities in the lithium market, both in West Africa and wider afield. 

I would like to thank all of our stakeholders who have made our transition into commercial production in November 2025 possible - our loyal shareholders, dedicated workforce, our operating partner, Hainan, supportive Malian stakeholders, including the Malian Government, the office of the Governor of the Bougouni Region and the entire Bougouni community, many of whom are amongst the 650-strong team on site at Bougouni. I look forward to being able to report on further operational and commercial success as Bougouni moves through its first year of full production.

Robert Wooldridge

Non-executive Chairman

23 June 2026

OPERATIONAL REVIEW

The period to 31 December 2025 was a significant time for Kodal's journey as we realised our goal of transforming the Bougouni Lithium Project into a commercial operation.  By the year end, the first shipment of 28,735 tonnes of lithium spodumene concentrate had been successfully exported, leaving the Port of San Pedro in November 2025.  The operation has continued to mine, process and transport spodumene concentrate to the Port of San Pedro.  To date the operation has successfully exported three shipments, with revenue received by LMLB to date of US$89 million.

As the Bougouni Lithium Project continues to be the most important asset for the Group, both in terms of management attention and impact on the financial position, the main focus of this Operational Review is on the Bougouni Project's progress.

Bougouni Operations

Open Pit Mining Activities

During the period, mining operations continued at the Ngoualana open pit mine.  The mining operation consists of blasting of the pegmatite bodies and load to the Run of Mine ("ROM") pad as well as removal of waste material. 

During the 2025 wet season the pit filled with water, as was expected, and the mining fleet was unable to access the base of the pit.  At this time, activity transferred to the preparation for the full extension of the pit area and repair and maintenance of the haul roads.  Mining operations recommenced in November 2025, with mining activities focussed on near surface pegmatite bodies exposed in the pre-strip and initial mining, as well as on the extensions of the main ore zones in the middle levels of the open pit.  Pegmatite ore stockpile levels on the ROM pad at the period end were approximately 65,000 tonnes. 

De-watering of the pit has been ongoing, and a sump has been dug within the lower pit levels to improve the dewatering rate.  In addition, permanent bore holes have been installed in two locations to manage the pit water levels going forward. The Bougouni operation plans to install a second de-watering pipe system to ensure that the mining operation is less impacted by the wet season in 2026.

The Bougouni mining team has prepared a schedule of mining that will deliver over 100,000 tonnes of ore to the ROM pad each month, to ensure a full feed supply is available for the processing plant.  Additional material will be delivered throughout the dry season in preparation for the 2026 wet season (which usually occurs from July to September). The mining operation continues to be supported by its contractors, despite the security environment in the country, with the blasting contractor able to secure supply of explosive materials to ensure steady state operation, and the haulage contractor mobilising additional equipment to site to support the mine schedule.  In addition, the operation has been able to maintain fuel supplies throughout the period.

Bougouni Processing Plant Activities

Construction of the Bougouni Lithium Project was substantially completed before the start of the period, with the DMS processing plant producing first spodumene concentrate in February 2025 as well as undergoing a commissioning and ramp-up period in early 2025.  The DMS processing plant operated at a steady rate with consistent throughput in the early months of 2025.

In August/September 2025, the Bougouni processing plant underwent a series of maintenance checks, engineering improvements and 'de-bottlenecking' initiatives to improve the plant's performance. These items were identified during the initial commissioning and ramp-up process of the plant operation, and the August/September period presented an optimal time given the wet season slow down. The plant re-commenced activity in late September 2025 and treated low grade and transitional ore for a period to ensure all engineering and improvements operated effectively.  The plant subsequently shutdown while the operation focussed on the transport of the spodumene stockpile that had built up around the plant area, which limited the area for additional material to be produced.

During that time, however, the crushing plant was used to generate a large stockpile of stemming material for the drill and blast contractor by crushing the pegmatite waste rock. This will reduce reliance on outsourcing stemming and reduce operating cost. Stemming in mine blasting is a standard technique that involves filling the space above the explosive charge in a drill hole with inert but competent materials to confine the resultant explosive energy. This practice serves to contain the explosive energy, directing it towards the rock mass and for maintaining the explosive energy within the blast hole, minimizing vibration and noise, and preventing poor fragmentation.

The processing of the pegmatite ore for the DMS processing plant recommenced in December 2025 and has ramped up to nameplate capacity of 10,000 tonnes per month following the improvements made during the maintenance outage.

Offtake Agreement

On 30 June 2025 we announced that an offtake agreement had been signed with Hainan for 100% of the spodumene product produced at Bougouni.  The key terms of the agreement are as outlined below:

·    The agreement provides for 100% of spodumene concentrate produced by the DMS processing plant at Bougouni to be purchased by Hainan.

·   The agreement is for a four-year term with the commencement date set at the receipt of the Mali Government export permit (which was received in September 2025).

·   Spodumene concentrate price to be a mean average utilising a blend of the Shanghai Metals Market ("SMM") published price for SC6 (a 6% spodumene concentrate, which is a cost, insurance and freight ("CIF") price for delivery in China) and the African SC6 CIF index.

·    The final price received by LMLB takes into consideration price adjustments based on grade and quality of material delivered and a calculated conversion of the free-on-board price to CIF price at the loading port in West Africa.

·   Parties to agree an annual quantity and schedule with an expected minimum of 8,000 wet metric tonnes to be shipped each month.

·    LMLB will receive an initial payment upon loading of a shipping vessel with spodumene concentrate at the export port in West Africa equivalent to 95% of the estimated value of the shipment, with the remaining 5% due on delivery and confirmation in China.

·   The offtake agreement is a "take or pay" agreement where LMLB must supply the spodumene exclusively to Hainan, and Hainan must purchase and take delivery of, or pay for, an agreed annual quantity.

·    A procedure for sampling, assay and weighing of the spodumene concentrate will be completed at the mine site upon departure from Bougouni, at the loading port prior to loading and final confirmation at the destination port in Hainan. 

·    The product quality required has been specified for Li₂O content, levels of iron impurity and moisture content and these items will be measured in the sampling procedures.

·    The offtake agreement provides for dispute resolution should variations in the assay grade and weight arise.

Spodumene Transport and Export Activities

In September 2025, Bougouni received an export permit for the spodumene concentrate produced, authorised by the Ministry of Mines and signed by the Minister of Mines, Professor Amadou Keita.  The export permit approved an initial 125,000 tonnes of spodumene concentrate and negotiations are ongoing to extend the permit beyond the initial period.

KMUK's maiden shipment of 28,735 tonnes of lithium spodumene concentrate departed on a dedicated bulk cargo vessel from the Port of San Pedro in Côte d'Ivoire on 30 November 2025, bound for the destination port in Hainan Province, China.  The vessel arrived in China on 7 January 2026.

Following the successful transportation and export of the first spodumene concentrate from the Bougouni operation, the team continued with the transport to the port of San Pedro during December 2025 and January 2026, building up a stockpile at port.  The second and third shipments of 19,738 tonnes and 20,480 tonnes, respectively, departed from San Pedro since the year end and the proposed export timetable has planned regular shipment loads of between 15,000 and 20,000 tonnes concentrate, representing two months of production and providing better availability and economics of shipping transport. 

Mineral Resources

The Boumou prospect, centrally located within the Bougouni mining licence area, is expected to be key to the future development strategy to maximise future production from the planned stage 2 flotation plant at Bougouni. In addition, the potential for some parts of the Boumou deposit to feed the existing DMS facility could provide additional life for the stage 1 plant.

All assay results have been received for the Boumou prospect diamond drilling completed in 2025.  These assay results confirm the geological interpretation of the previous exploration work and highlight the consistent thickness and width of the multiple pegmatite veins intersected in the drilling completed to date. The Boumou prospect continues to expand with each drilling campaign and the focus of our next stages of work will be on the economic assessment and mining optimisation for the prospect to allow the team to develop a mining plan.  The work programme will consist of further infill and extension diamond drilling, metallurgical test work focussed on potential DMS processing, but importantly, focussing on the potential flotation plant design for Stage 2 of Bougouni and geotechnical drilling and assessment of the host rock to support the future open pit design.

In March 2026 Hainan released its 2025 Performance Report (the "Report"), which refers to a significantly increased reserves assessment of spodumene resources for Bougouni.  While Hainan claimed an additional 15.47 million tonnes of spodumene resources, Kodal understands that the statements made in the Report are based on an internal estimate that was prepared by Hainan and on previously announced drill results from 2025, the most recent being on 17 December 2025. At this stage, Kodal has not completed a review of this internal estimate and is not aware that it has been subject to an independent audit and validation to confirm JORC compliance.

Kodal notes that the previously announced drill results for Boumou (the key prospect of the Project), announced on 17 December 2025, indicated potential growth of the prospect, however, geological interpretation is ongoing and the results require an independent audit and JORC assessment prior to declaring any increase in the mineral resource estimate ("MRE").

The next stage of work to the Boumou prospect will include further drilling, metallurgical testing and geotechnical assessment to allow the team to develop a mining plan.  In addition, we are completing an update to the previously approved Environmental and Social Impact Assessment ("ESIA") due to the enlargement of this prospect area.  We expect to undertake this work throughout 2026 with the aim of completing the Feasibility Assessment and Investment Decision by the end of 2026.

Bougouni Community Relations

In accordance with the Mining Code in force in Mali, the KMUK team developed a Community Development Plan, which was validated by the National Directorate of Geology and Mines ("DNGM"). This plan provides for an annual investment of 72.5m CFA Francs (approximately £100,000).

 

The implementation of this plan was contingent upon the completion of construction works and the official opening of the mine, which took place in November 2025.  During the year, KMUK also carried out several community development activities outside the formal implementation framework of the Community Development Plan. These activities include:

·    Construction of community road between Kola-Sokoura and N'Goualana

·    Maintenance of a section of National Road (RN9)

·    Salary payment for two local schoolteachers

·    Donation of school supplies to the schools of N'Goualana, Kola-Sokoura, and Dalabani

·    Support for the end-of-school-year ceremony

·    Support for the organisation of patrols by Bougouni's defense and security forces

·    Support for the participation of the Bougouni region in the 2025 artistic and cultural biennial

During the year 2025, as part of its commitments to social responsibility and contribution to local community development, KMUK allocated a total amount of 262.5m CFA Francs (approximately £350,000) to community development actions.

Environmental monitoring

The environmental activities carried out during the year mainly focused on the development and implementation of environmental management policies and procedures, as well as on the implementation of the Environmental and Social Management Plan ("ESMP"). Particular emphasis was placed on environmental monitoring, including water quality and quantity, dust fall quality, waste management, and compensatory reforestation.

Water quality monitoring

Water quality monitoring covers surface water, groundwater and drinking water. 

·    Surface water quality monitoring covers two sampling points along the Baoulé River near the project's infrastructure site. Internal monitoring is conducted on a monthly basis and external monitoring quarterly. 

·    Groundwater quality monitoring covers five piezometers located on the project site and four community water points in the two villages closest to the site, N'Goualana and Kola-Sokoura. 

·    Sampling and analysis of drinking water is carried out by the National Water Laboratory on samples collected from the various potable water sources on the project site, well as from the two boreholes and two wells in the two local villages.

 

Based on the analytical results, no negative impact of mining activities on water quality was identified. All parameters analysed were found to be compliant with Malian standards and regulatory requirements.

Dust management

In accordance with the ESMP recommendations, KMUK installed ten dust fall sampling devices for analysis. Sampling is conducted on a quarterly basis and analysed externally.  Dust suppression activities on the site and along access roads are carried out according to a predefined schedule, adjusted based on dust intensity. Water spraying operations are conducted at a minimum frequency of three times per day.

 

Waste management

To ensure effective waste management on site, KMUK established two waste disposal areas: one for industrial waste and one for domestic waste. In addition, liquid waste from septic tanks is properly managed and evacuated by authorised vacuum trucks.

The industrial waste disposal site is located near the processing plant. It includes several compartments used to store waste generated from plant construction and maintenance activities, such as carpentry wood, scrap metal, plastics, cardboard, empty bags, and used oil drums.  In accordance with local regulations, industrial waste is periodically sold or transferred to companies duly authorised by the competent national or regional authorities of the Ministry of Environment, Sanitation and Sustainable Development.

Compensatory reforestation

As the first phase of compensatory reforestation in 2025, LMLB planted over 2,000 seedlings of local species.

 

Market Outlook

 

During 2025, the global lithium market experienced continued volatility amid an evolving policy landscape.  The year began with SC6 lithium spodumene concentrate pricing trading around $800 per dry metric tonne ("DMT"), still weighed down by the corrections that followed the 2022 price spike.  The SC6 price declined in the first half of the year with a low in June 2025 approaching $600 per DMT.  As the year progressed however, demand from the electric vehicle sector showed steady recovery, coupled with an increased demand from the battery energy storage sector ("ESS"), which increasingly complemented electric vehicle demand as a second major engine for lithium consumption.  As a result, by mid-to-late 2025 prices showed signs of stabilisation.

Market sentiment for 2026 remains cautious as governments around the world have rolled back targets on the transition to electric vehicles, however long-term prospects remain robust, supported by energy transition commitments and advances in battery technology.    China remains a key driver of electric vehicle demand, which are forecast to account for 59% of global vehicle sales by 2035.  Demand for EBB, mainly lithium-ion batteries, is forecast to grow 15% per annum by 2035, driven by a need for renewable energy integration, grid stability and declining costs. 

Exports to China avoid the disrupted Middle East area, however the ongoing conflict is likely to have a secondary impact on the Group through market sentiment and increased costs. The recent recovery in lithium prices has been mainly supported by improving demand from batteries and energy storage alongside tighter supply. However, higher global shipping costs - driven by longer voyage times, tightening vessel availability and elevated fuel prices - are increasing the marginal cost of exporting to China. At the same time, heightened uncertainty and supply chain risk may encourage short-term stockpiling by buyers, leading to more volatility in the global lithium market.

Kodal Minerals Gold Assets

Kodal also has a portfolio of gold projects located strategically across southern Mali and Côte d'Ivoire. Kodal's management has continued to review the projects with a particular focus on the legal ownership, the age of concessions and prospectivity and ensures that all government compliance, reporting and fees are kept up to date and that future expenditure on the projects is in line with the Company targets.  Exploration work has been limited during the period, pending licence renewals both in Mali and Côte d'Ivoire, as discussed below.

Exploration Concession Review

The Company's gold projects have been reviewed, and the table below contains the assets on which the Company will focus future exploration activity in Mali and Côte d'Ivoire.

Table of Concessions - Kodal Gold Concessions in West Africa:

Tenements	Country	Kodal Economic Ownership	Project	Validity
Fininko	Mali	Agreement in place giving right to acquire 100% ownership through staged payments.  Kodal has completed stage payments to earn 90% beneficial interest in the concession.  To earn the final 10% interest Kodal is required to finalise a Mineral Resource Estimate and Feasibility Study and make a final cash payment.  Kodal has a first right of refusal on any proposed sale of the vendors interests.	Fatou Project Gold Exploration	First renewal granted by Arrêté number 2021-2876/MMEE-SG of 6 August 2021 for a period of 3 years. Application for second three-year renewal has been lodged, and all fees and taxes have been paid.  Renewal approval pending following lifting of moratorium.
Foutiere	Mali	Agreement in place giving right to acquire 90% ownership through staged payments.  Kodal has completed the payments and is the beneficial owner of 90% of the concession and has the right to transfer the title to its name.  Kodal has a first right of refusal on any proposed sale or transfer of the remaining 10% interest and can move to 100% ownership.	Fatou Project Gold Exploration	Arrêté number 2017-0170/MM-SG of 2 February 2017 for a period of three years.  Application for second three-year renewal has been lodged, and all fees and taxes have been paid.  Renewal approval pending following lifting of moratorium.
Boundiali	Côte d'Ivoire	100% direct ownership (under application)	Gold Exploration	Licence application submitted and in process.  Application updated during 2020, and application remains in good standing. See comments below regarding renewal.
M'Bahiakro	Côte d'Ivoire	100% direct ownership (under application)	Gold Exploration	Licence application submitted and in process.  Application updated during 2020, and application remains in good standing.  See comments below regarding renewal.

 

Kodal's exploration geologists have developed an exploration programme for the Fatou project in Mali, targeting both additional extensions to the historic exploration drilling and new priority areas.  Although the moratorium on licence renewals in Mali has now been lifted, the DNGM continues to experience ongoing delays in registering licence renewals.  As a result, the Board considers it pragmatic to delay committing further drilling expenditure in Mali until confirmation of licence renewal and title can be confirmed.

The Group's licence in connection with the Niéllé gold concession in Côte d'Ivoire has expired since the period end. The Niéllé licence was initially granted for a three-year period in 2014 and had been the subject of two renewals, each for three-year terms in accordance with the local mining code. In 2023 the Company was granted a further two-year exceptional renewal.  The Company did request a further exceptional renewal of the Niéllé licence, however, this was not accepted.

Kodal retains exploration licence applications in Côte d'Ivoire that are prospective for gold mineralisation.  The licence applications have been confirmed to be valid and remain in good order and are pending grant.  Kodal has no current granted exploration licences in Côte d'Ivoire and as a result the Company has been unable to progress exploration of its Ivorian projects.  As a result, we have assessed that we should make a provision against those licences and an impairment of £68,000 (year ended 31 March 2025:  £641,000) has been recognised in the period. 

 

Conclusion

The period under review has been a transformative and exciting time for the Group. We have made tangible progress against our strategic objectives and laid the foundations for the next phase of growth.

Looking ahead, the Board remains confident in the Group's prospects, both in Bougouni and our other opportunities. The coming year will be focused on building on the momentum achieved to date at Bougouni, progressing our other projects, and continuing to manage risks and opportunities in a rapidly evolving market environment. While challenges remain, the Group is well positioned to respond with agility and resilience.

The Board would like to extend its sincere thanks to employees, contractors, and partners for their commitment, professionalism, and hard work throughout the year. The Board is also grateful to shareholders and other stakeholders for their ongoing support and engagement, which remains integral to the Group's success.

With a clear strategic direction and a dedicated team, we enter the next financial year with confidence and optimism.

 

Bernard Aylward

Chief Executive Officer

23 June 2026

 

FINANCE REVIEW

In September 2025, the Company announced that the accounting reference date had changed from 31 March to 31 December to align with the financial year end of KMUK which holds the Bougouni Lithium Project.  Accordingly, this Annual Report reports on the results of operations for the 9-month period ended 31 December 2025.

Results of operations

 

For the 9-month period ended 31 December 2025, the Group reported an operating loss of £1,428,000, including share-based payment costs of £93,000 (year to 31 March 2025: £217,000) and impairment of exploration and evaluation assets of £68,000 (year to 31 March 2025:  £641,000), compared to a loss of £2,446,000 in the previous year. 

Kodal continues to hold significant influence over Kodal Mining UK Limited ("KMUK") and is able to participate in the financial and operating decisions of KMUK through its two appointed board members.  As a result, KMUK is recognised as an associate by Kodal and Kodal's share of the profit or loss of KMUK is shown in the consolidated statement of comprehensive income. The value of Kodal's investment in KMUK as at 31 December 2025 was £20.6 million (31 March 2025: £21.4 million) and its share of KMUK's loss for the period was £594,000 (year to 31 March 2025: loss of £9.0 million).  KMUK's loss for the period included a US$1.1m currency exchange loss which principally arose on the carrying value of KMUK's balances with its Malian subsidiary companies denominated in West African francs.

 

For the period ended 31 December 2025, the Group reported a currency translation loss of £956,000 (year ended 31 March 2025: £1,076,000 loss). This arose primarily on the carrying value of the Group's 49% share of the net assets of KMUK which are denominated in US Dollars.

During the period, the Group reported interest income of £135,000 on its cash deposits (year ended 31 March 2025: £247,000), in addition to accrued interest of £108,000 on its loan balance with KMUK (year ended 31 March 2025: £166,000).

During the period, the Group invested £144,000 (year to 31 March 2025: £133,000) in exploration and evaluation expenditure on its gold projects in Mali and Côte d'Ivoire).   The carrying value of the gold projects at 31 December 2025 was £1,763,000 (31 March 2025: £1,623,000) after an impairment provision of £68,000 (year ended 31 March 2025: £641,000).

Cash balances as at 31 December 2025 were £14.9 million, a decrease of £2.0 million on the balance at 31 March 2025 of £16.9 million.  Net assets of the Group at the year end were £44.0 million (31 March 2025: £45.6 million).

Financing

The Company received £65,000 from the exercise of warrants in July 2025.

Going concern and funding

Cash balances as at 31 December 2025 were £14.9 million and at 19 June 2026 were £13.6m.  Although the Bougouni Lithium Project reached commercial production during the period under review, the Group received no dividend income from its investment in KMUK and the Group continues to be financed by funds which the Company has raised from the issue of new ordinary shares in previous periods.

The Directors have prepared cash flow forecasts for the period ending 31 December 2027.  The forecasts include additional exploration expenditure for the Group's gold assets, as well as covering ongoing overheads.  The forecasts show that the Group has sufficient cash resources available to allow it to continue as a going concern and meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements without the need for a further financing.  Accordingly, the financial statements have been prepared on a going concern basis.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2025

	Note		Period ended 31 December 2025		Year ended 31 March 2025
			£		£
CONTINUING OPERATIONS
Administrative expenses	2		(1,266,867)		(1,587,795)
Share based payments	6		(92,894)		(217,468)
Impairment of exploration and evaluation assets	8		(68,300)		(640,818)
Operating loss			(1,428,061)		(2,446,081)
Finance income	3		243,704		413,095
Share of loss of an associate	10		(594,037)		(8,993,392)
Loss before tax	2		(1,778,394)		(11,026,378)
Taxation	7		-		-
Loss for the year from continuing operations			(1,778,394)		(11,026,378)
Items that may be subsequently reclassified to profit or loss
Currency translation loss			(955,886)		(1,075,844)
Total comprehensive income for the year			(2,734,280)		(12,102,222)
Loss per share from continuing operations
Basic (pence)	5		(0.0088)		(0.0545)
Diluted (pence)	5		(0.0088)		(0.0545)

 

 

The loss for the current and prior years and the total comprehensive income for the current and the prior years are wholly attributable to owners of the parent company.

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

			Group 31 December 2025		Group 31 March 2025
	Note		£		£
NON-CURRENT ASSETS
Intangible assets	8		1,762,719		1,622,924
Property, plant and equipment	9		40,225		51,721
Investment in associate undertaking	10		20,601,385		21,402,327
Amounts due from subsidiary undertakings	11		-		-
Amounts due from associated undertaking	12		4,042,447		4,215,265
Investments in subsidiary undertakings	11		-		-
			26,446,776		27,292,237
CURRENT ASSETS
Trade and other receivables	12		2,765,497		1,611,403
Cash and cash equivalents			14,874,602		16,888,231
TOTAL ASSETS			44,086,875		45,791,871
CURRENT LIABILITIES
Trade and other payables	13		(417,788)		(208,324)
TOTAL LIABILITIES			(417,788)		(208,324)
NET ASSETS			43,669,087		45,583,547
EQUITY
Attributable to owners of the parent:
Share capital	14		6,337,719		6,327,302
Share premium account	14		32,700,452		32,645,869
Share based payment reserve			1,248,735		1,361,763
Translation reserve			(2,015,868)		(1,059,982)
Retained surplus / (deficit)			5,398,049		6,308,595
TOTAL EQUITY			43,669,087		45,583,547

              

The Company's loss for the period ended 31 December 2025 from continuing operations was £1,126,613 (year ended 31 March 2025:  £1,929,842) and total comprehensive loss for the period was £1,126,613 (year ended 31 March 2025:  £1,929,842).

 

The financial statements were approved and authorised for issue by the board of directors on 23 June 2026 and signed on its behalf by

 

Charles Joseland

Director

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2025

	Share capital		Share premium account		Share based payment reserve		Translation reserve		Retained surplus / (deficit)		Total equity
Group	£		£		£		£		£		£
At 31 March 2024	6,325,349		32,624,071		1,147,664		15,862		17,317,310		57,430,256
Comprehensive income
Loss for the year	-		-		-		-		(11,026,378)		(11,026,378)
Other comprehensive income
Currency translation (loss)	-		-		-		(1,075,844)		-		(1,075,844)
Total comprehensive income for the year	-		-		-		(1,075,844)		(11,026,378)		(12,102,222)
Transactions with owners
Share based payment	-		-		231,762		-		-		231,762
Proceeds from exercise of warrants	1,953		21,798		-		-		-		23,751
Reserves movement for exercised / lapsed options	-		-		(17,663)		-		17,663		-
At 31 March 2025	6,327,302		32,645,869		1,361,763		(1,059,982)		6,308,595		45,583,547
Comprehensive income
Loss for the period	-		-		-		-		(1,778,394)		(1, 778,394)
Other comprehensive income
Currency translation (loss)	-		-		-		(955,886)		-		(955,886)
Total comprehensive income for the period							(955,886)		(1, 778,394)		(2,734,280)
Share of associates increase in equity (note 10)	-		-		-		-		661,926		661,926
Transactions with owners
Share based payment	-		-		92,894		-		-		92,894
Proceeds from exercise of warrants	10,417		54,583		-		-		-		65,000
Reserves movement for exercised / lapsed options	-		-		(205,922)		-		205,922		-
At 31 December 2025	6,337,719		32,700,452		1,248,735		(2,015,868)		5,398,049		43,669,087

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 DECEMBER 2025

		Group Period ended		Group Year ended
		31 December 2025		31 March 2025
	Note	£		£
Cash flows from operating activities
Loss before tax		(1,778,394)		(11,026,378)
Adjustments for non-cash items:
Impairment of intercompany balances		-		-
Impairment of exploration and evaluation assets		68,300		640,818
Share based payments		92,894		217,468
Share of loss from associate		594,037		8,993,392
Unrealised currency loss on loan to associate		-		-
Amounts written off loan to associate		-		98,419
Interest income		(243,704)		(413,095)
Operating cash flow before movements in working capital		(1,266,867)		(1,489,376)
Movement in working capital
(Increase) in receivables from the associate		(1,031,530)		(1,026,014)
Decrease in other receivables		-		7,581
Increase in payables		209,464		69,022
Net movements in working capital		(822,066)		(949,411)
Net cash outflow from operating activities		(2,088,933)		(2,438,787)
Cash flows from investing activities
Interest income		135,331		247,482
Purchase of tangible assets	9	-		(67,372)
Purchase of intangible assets	8	(130,806)		(101,849)
Loans to subsidiary undertakings		-		-
Loan repayments from associate		-		2,901,581
Net cash outflow from investing activities		4,525		2,979,842
Cash flow from financing activities
Net proceeds from exercise of share options	12	65,000		23,751
Net cash inflow from financing activities		65,000		23,751
(Decrease) / increase in cash and cash equivalents		(2,019,408)		564,806
Cash and cash equivalents at beginning of the year		16,888,231		16,326,507
Exchange gain / (loss) on cash		5,779		(3,082)
Cash and cash equivalents at end of the year		14,874,602		16,888,231

 

Cash and cash equivalents comprise cash on hand and bank balances.

FINANCIAL INFORMATION

The financial information set out above does not constitute the Company's statutory accounts for the period ended 31 December 2025 or the year ended 31 March 2025 but is derived from those accounts.

Statutory accounts for the year ended 31 March 2025 have been delivered to the registrar of companies, and those for the period ended 31 December 2025 will be delivered in due course.

The auditor's report for the accounts for the year ended 31 March 2025 was (i) unqualified, (ii) contained a material uncertainty in respect of going concern to which the auditor drew attention by way of emphasis without modifying its opinion and (iii) did not contain a statement under s.498(2) or (3) of the Companies Act 2006.

The auditor's report for the accounts for the period ended 31 December 2025 was (i) unqualified, (ii) did not contain any matter to which the auditor drew attention by way of emphasis without modifying its opinion and (iii) did not contain a statement under s.498(2) or (3) of the Companies Act 2006.

Basis of preparation

The consolidated and parent company financial statements of Kodal Minerals Plc are prepared in accordance with the historical cost convention and in accordance with UK-adopted International Accounting Standards.  The Company's ordinary shares are quoted on AIM, a market operated by the London Stock Exchange.

In accordance with the exemption allowed by Section 408(3) of the Companies Act 2006, the Company has not presented its own income statement or statement of comprehensive income.

Going concern

Although the Bougouni Lithium Project reached commercial production during the period under review, the Group received no income from its investment in KMUK and the Group continues to be financed by funds which the Company has raised from the issue of new ordinary shares in previous periods.

The Directors have prepared cash flow forecasts for the period ending 31 December 2027.  The forecasts include additional exploration expenditure for the Group's gold assets, as well as covering ongoing overheads.  The forecasts show that the Group has sufficient cash resources available to allow it to continue as a going concern and meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements without the need for a further financing.  Accordingly, the financial statements have been prepared on a going concern basis.

NOTES TO THE FINANCIAL STATEMENTS

1.    SEGMENTAL REPORTING

 

The operations and assets of the Group in the period ended 31 December 2025 are focused in the United Kingdom and West Africa and comprise one class of business: the exploration and evaluation of mineral resources. For presentational purposes, management distinguishes the Group's operations in three separate categories:  being the West African Gold Projects, the West African Lithium Projects and the UK administration operations. The Parent Company acts as a holding company.

 

Period ended 31 December 2025	UK	West Africa		West Africa		Total
		Gold		Lithium
	£	£		£		£
Impairment of exploration and evaluation assets	-		(68,300)		-		(68,300)
Administrative expenses	(1,000,675)	(266,192)		-		(1,266,867)
Share based payments	(92,894)	-		-		(92,894)
Finance income	243,704	-		-		243,704
Share of loss from associate	-	-		(594,037)		(594,037)
Loss for the year	(849,865)	(334,492)		(594,037)		(1,778,394)
At 31 December 2025
Trade and other receivables	-		-		6,807,944		6,807,944
Cash and cash equivalents	14,800,930		73,672		-		14,874,602
Trade and other payables	(417,788)		-		-		(417,788)
Intangible assets - exploration and evaluation expenditure	-		1,762,719		-		1,762,719
Investment in associated undertaking	-		-		20,601,385		20,887,100
Property, plant and equipment	-		40,225		-		40,225
Net assets at 31 December 2025	14,383,142	1,876,616		27,409,329		43,669,087

 

Year ended 31 March 2025	UK	West Africa			West Africa		Total
		Gold			Lithium
	£	£			£		£
Impairment of exploration and evaluation assets	-		(640,818)			-		(640,818)
Administrative expenses	(1,297,773)			(290,022)	-				(1,587,795)
Share based payments	(217,468)			-	-				(217,468)
Finance income	413,095			-	-				413,095
Share of loss from associate	-			-	(8,993,392)				(8,993,392)
Loss for the year	(1,102,146)			(930,840)	(8,993,392)				(11,026,378)
At 31 March 2025
Trade and other receivables	-		-			5,826,668		5,826,668
Cash and cash equivalents	16,782,076		106,155			-		16,888,231
Trade and other payables	(208,324)		-			-		(208,324)
Intangible assets - exploration and evaluation expenditure	-		1,622,924			-		1,622,924
Investment in associated undertaking	-		-			21,402,327		21,402,327
Property, plant and equipment	-		51,721			-		51,721
Net assets at 31 March 2025	16,573,752	1,780,800			27,228,995		45,583,547

 

2.    LOSS BEFORE TAX

 

The loss before tax from continuing activities is stated after charging:

 

	Group Period ended 31 December 2025		Group Year ended 31 March 2025
	£		£
Impairment of exploration and evaluation assets	68,300		640,818
Fees payable to the Company's auditor	185,000		112,500
Share based payments (note 6)	92,894		217,468
Directors' salaries and fees	299,247		385,998
Employer's National Insurance	6,936		15,521

 

Amounts payable to RSM UK Audit LLP and its associates in respect of audit services are as follows;

 

		Group Period ended 31 December 2025		Group Year ended 31 March 2025
		£		£
Audit services
- statutory audit of parent and consolidated accounts		185,000		112,500
- relating to the Group		75,000		112,500
- relating to KMUK		110,000		-

 

As a result of changes to the audit procedures undertaken by Hainan on the KMUK group for the period ended 31 December 2025, Kodal has engaged RSM Audit LLP to perform specific audit work on the result of KMUK for the period.

3.      FINANCE INCOME

 

 

		Group 31 December 2025		Group 31 March 2025		Company 31 December 2025		Company 31 March 2025
		£		£		£		£
Finance income:
Deposit account interest		135,331		247,482		135,331		247,482
Interest on loan to associate		108,373		165,613		108,373		165,613
		243,704		413,095		243,704		413,095

 

 

4.      EMPLOYEES AND DIRECTORS' REMUNERATION

 

The average number of people employed in the Company and the Group is as follows:

 

		Group 31 December 2025		Group 31 March 2025		Company 31 December 2025		Company 31 March 2025
		Number		Number		Number		Number
Average number of employees (including directors):		54		58		5		5

 

The directors are key management personnel of the Company.  The remuneration expense for directors and employees is as follows:

 

		Group 31 December 2025		Group 31 March 2025		Company 31 December 2025		Company 31 March 2025
		£		£		£		£
Directors' remuneration		299,247		385,998		299,247		350,998
Employee wages and salaries		49,450		98,869		49,450		36,000
Social security costs		6,936		15,521		6,936		15,521
Total		355,633		500,388		355,633		402,519

 

In addition to the amounts included above, £42,000 (year to 31 March 2025: £35,000) of the directors' remuneration cost and £nil (year to 31 March 2025: £nil) of employee wages and local social security costs have been treated as Exploration and Evaluation expenditure within the Group.

	Directors' salary and fees period ended 31 December 2025		Gain on exercise of share options and warrants period ended  31 December  2025		Total Period ended 31 December 2025
	£		£		£
Bernard Aylward (a)	209,997		-		209,997
Charles Joseland	41,247		-		41,247
David Teng	-		-		-
Robert Wooldridge	48,753		-		48,753
Steven Zaninovich (b)	187,500		16,667		204,167
	487,497		16,667		504,164

 

Included within the amounts shown above for Directors' salary and fees for the period ended 31 December 2025, £146,250 has been recharged to the associated undertaking (year to 31 March 2025: £249,000).

		Directors' salary and fees year ended 31 March 2025		Gain on exercise of share options and warrants year ended  31 March  2025		Total year ended 31 March 2025
		£		£		£
Bernard Aylward (a)		279,996		-		279,996
Charles Joseland		74,996		-		74,996
David Teng		-		-		-
Robert Wooldridge		65,004		-		65,004
Steven Zaninovich (b)		250,000		-		250,000
		669,996		-		669,996

 

a	Matlock Geological Services Pty Ltd ("Matlock") a company wholly owned by Bernard Aylward, provided consultancy services to the Group during the period ended 31 December 2025 and received fees of £168,750 (year ended 31 March 2025: £225,000).  These fees are included within the remuneration figure shown for Bernard Aylward.
b	Zivvo Pty Ltd ("Zivvo") a company wholly owned by Steven Zaninovich, provided consultancy services to the Group during the period ended 31 December 2025 and received fees of £157,500 (year ended 31 March 2025:  £210,000).  These fees are included within the remuneration figure shown for Steven Zaninovich.

 

5.      PROFIT / (LOSS) PER SHARE

Basic profit / (loss) per share is calculated by dividing the profit / (loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

The following reflects the result and share data used in the computations:

	(Loss) / profit		Weighted average number of shares		Diluted weighted average number of shares		Basic (loss) / profit per share (pence)		Diluted (loss) / profit per share (pence)
	£
Period ended 31 December 2025	(1,778,394)		20,269,426,867		20,269,426,867		(0.0088)		(0.0088)
Year ended 31 March 2025	(11,026,378)		20,246,629,959		20,246,629,959		(0.0545)		(0.0545)

 

Diluted profit / (loss) per share is calculated by dividing the profit / (loss) attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.  Options in issue are not considered diluting to the loss per share as the Group was loss making in the current period.  Diluted loss per share is therefore the same as basic loss per share. 

6.      SHARE BASED PAYMENTS

The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration.

		Period ended 31 December 2025		Year ended 31 March 2025
Share options outstanding		Number		Number
Opening balance		326,666,667		352,500,000
Lapsed in the period		(60,833,333)		(25,833,333)
Exercised in the period		-		-
Closing balance		265,833,334		326,666,667

 

		Period ended 31 December 2025		Year ended 31 March 2025
Performance share rights outstanding		Number		Number
Opening balance		160,000,000		160,000,000
Lapsed in the period		(25,000,000)		-
Exercised in the period		-		-
Closing balance		135,000,000		160,000,000

 

		Period ended 31 December 2025		Year ended 31 March 2025
Warrants outstanding		Number		Number
Opening balance		293,333,334		299,583,334
Lapsed in the period		(52,500,000)		-
Exercised in the period		(33,333,334)		(6,250,000)
Closing balance		207,500,000		293,333,334

 

Options, warrants and performance share rights outstanding for each of the directors at the year-end are outlined below:

Exercisable date	Bernard Aylward	Robert Wooldridge	Charles Joseland	Steven Zaninovich
1 December 2025	-	-	-	90,000,000
1 December 2025	75,000,000	-	-	-
27 Aug 2021 - 27 Aug 2026	-	5,000,000	-	-
27 Aug 2022 - 27 Aug 2027	-	7,500,000	-	-
27 Aug 2023 - 27 Aug 2028	-	7,500,000	-	-
15 November 2023	30,000,000	-	-	72,500,000
To be determined - note 1	60,000,000	-	-	95,000,000
18 Aug 2022 - 18 Aug 2027	-	23,333,334	-	-
18 Aug 2023 - 18 Aug 2028	-	33,333,333	-	-
18 Aug 2024 - 18 Aug 2029	-	33,333,333	25,000,000	-
Closing balance	165,000,000	110,000,000	25,000,000	257,500,000

 

NOTES

1.   Exercisable from date of production of 175,000 tonnes of spodumene concentrate from the Bougouni project

 

Details of share options outstanding at 31 December 2025:

 

Date of grant	Number of options	Option price	Exercisable between
20 December 2013	13,333,333	0.7 pence	20 Dec 2016 - 30 Dec 2026
27 August 2021	5,000,000	0.36 pence	27 Aug 2021 - 27 Aug 2026
27 August 2021	7,500,000	0.36 pence	27 Aug 2022 - 27 Aug 2027
27 August 2021	7,500,000	0.36 pence	27 Aug 2023 - 27 Aug 2028
18 August 2022	37,500,000	0.3 pence	4 April 2025
18 August 2022	70,000,000	0.38 pence	To be determined - note 2
18 August 2022	26,666,668	0.3 pence	18 Aug 2022 - 18 Aug 2027
18 August 2022	36,666,666	0.34 pence	18 Aug 2023 - 18 Aug 2028
18 August 2022	61,666,666	0.34 pence	Aug 2024 - 18 Aug 2029
TOTAL	265,833,333

 

Details of performance share rights outstanding at 31 December 2025:

Date of grant	Number of performance share rights	Option price	Exercisable between
27 August 2021	85,000,000	nil	To be determined - note 1
27 July 2022	25,000,000	nil	15 November 2023
27 July 2022	25,000,000	nil	To be determined - note 2
TOTAL	135,000,000

 

Details of warrants outstanding at 31 December 2025:

Date of grant	Number of warrants	Option price	Exercisable between
23 November 2018	90,000,000	0.14-0.38 p	To be determined - note 1
27 July 2022	47,500,000	0.28 pence	15 November 2023
27 July 2022	70,000,000	0.38 pence	To be determined - note 2
TOTAL	207,500,000

 

Additional disclosure information:

Weighted average exercise price of share options and warrants:

·    outstanding at the beginning of the period                                 0.27 pence

·    granted during the period                                                           None granted

·    lapsed during the period                                                                        0.31 pence

·    exercised during the period                                                       0.38 pence

·    outstanding at the end of the period                                          0.26 pence

·    exercisable at the end of the period                                          0.30 pence

 

Weighted average remaining contractual life of

share options outstanding at the end of the period                                3.9 years

 

 

7.                       TAXATION

		Group Year ended 31 December 2025		Group Year ended 31 March 2025
		£		£
Taxation charge for the year		-		-
Factors affecting the tax charge for the year
Profit / (loss) from continuing operations before income tax		(1,778,394)		(11,026,378)
Share of loss of an associate		594,037		8,993,392
Profits subject to corporation tax		(1,184,357)		(2,032,986)
Tax at 25% (2024: 25%)		(296,090)		(508,247)
Expenses not deductible		840		1,565
Losses carried forward not deductible		272,026		452,315
Deferred tax differences		23,223		54,367
Income tax expense		-		-

 

The Group has tax losses and other potential deferred tax assets (including in relation to share options) totalling £4,433,000 (31 March 2025: £4,187,000) which will be able to be offset against future income. No deferred tax asset has been recognised in respect of these losses as their utilisation is uncertain at this stage.

8.         INTANGIBLE ASSETS

 

			Exploration and evaluation
GROUP			£
COST
At 1 April 2024			2,162,452
Additions in the year			132,810
Effects of foreign exchange			(31,320)
Licences impaired in the year			(640,818)
At 31 March 2025			1,622,924
Additions in the year			144,137
Effects of foreign exchange			63,958
Licences impaired in the year			(68,300)
At 31 December 2025			1,762,719
AMORTISATION
At 1 April 2022, 1 April 2023 and 31 March 2024			-
NET BOOK VALUES
At 31 December 2025			881,360
At 31 March 2025			1,622,922
At 31 March 2024			2,162,453

 

The majority of the remaining exploration and evaluation assets held by the Group relate to Fatou licences where renewal is pending.  The Directors expect the licences to be renewed in due course and therefore do not consider it necessary to impair the assets. 

 

The Company did not have any Intangible Assets as at 31 March 2024, 2025 and 31 December 2025.

9.                PROPERTY, PLANT AND EQUIPMENT

				Plant and machinery
GROUP				£
COST
At 1 April 2024			27,555
Additions in the year			67,372
Effects of foreign exchange			350
At 31 March 2025			95,278
Additions in the year
Effects of foreign exchange			1,834
At 31 December 2025			97,112
DEPRECIATION
At 1 April 2024				26,889
Depreciation charge				16,667
At 31 March 2025				43,556
Depreciation charge				13,331
At 31 December 2025				56,887
NET BOOK VALUES
At 31 December 2025				40,225
At 31 March 2025				51,721
At 31 March 2024				664

 

All tangible assets are wholly associated with exploration and development projects and therefore the amounts charged in respect of depreciation are capitalised as evaluation and exploration assets within intangible assets. 

 The Company did not have any Property, Plant and Equipment as at 31 March 2024, 2025 and 31 December 2025.

10.            ASSOCIATED UNDERTAKING

 

On 15 November 2023, the Group's interest in Kodal Mining UK Limited ("KMUK") reduced to 49% as a result of Hainan's subscription for 51% of the issued share capital of KMUK.  Prior to the transaction with Hainan, KMUK was accounted for as a subsidiary undertaking of the Group.  With the reduction to a 49% interest and loss of control but retention of significant interest, KMUK has been accounted for as an associated undertaking from that date.  KMUK was not judged to be a joint arrangement as Hainan and Kodal do not share control and decisions do not require unanimous consent due to Hainan's casting vote on the board. 

 

In April 2025, the Mali State acquired a 35% equity stake in the mining company Les Mines de Lithium de Bougouni ("LMLB").  KMUK holds a 65% controlling interest in LMLB and therefore consolidates LMLB into its own financial statements, with the remaining 35% interest recognised as a non-controlling interest.  The Group does not recognise a share of the 35% non-controlling interest in its results.  Accordingly, the Group excludes 17.15% of the net assets and of the results of LMLB in calculating the carrying value of the investment and its share of KMUK's results for the period.

 

The assets and liabilities of KMUK at 31 December 2025 and at 31 March 2025 were:

 

	31 December 2025		31 March 2025
	£		£
Assets
Cash and cash equivalents	4,230,487		8,430,235
Other debtors	15,344,006		5,258,970
Property, plant and equipment	50,548,235		579,963
Mine development asset	-		52,655,532
Inventory	17,866,905		-
Liabilities
Rehabilitation provision	(2,527,311)		(3,352,367)
Trade and other payables	(42,215,708)		(19,948,487)
Net Assets	43,246,614		43,623,846
49% of net assets of KMUK	21,190,841		21,375,684
Goodwill	26,643		26,643
Less: 17.15% of reserves of LMLB	(616,099)		-
Group's share of equity	20,601,385		21,402,327
Carrying value at the start of the period	21,402,327		31,260,186
Group's share of loss for the period	(594,037)		(8,993,392)
Share of associate's increase in equity (note a)	661,926		-
Foreign exchange movement on reserves through other comprehensive income	(868,831)		(864,467)
Carrying value at the end of the period	20,601,385		21,402,327

 

a)   The share of the associate's increase in equity represents the Group's share of the gain arising on the Mali government's investment in LMLB.

 

	Period to 31 December 2025		Year to 31 March 2025
	£		£
Turnover	19,345,024		-
Cost of sales	(10,666,415)		-
Financing income	17,022		1,098,129
Administrative expenses	(8,257,574)		(18,978,501)
Financing costs	(1,120,424)		(473,489)
Loss before tax	(682,367)		(18,353,861)
Group's share of loss - 49%	(334,360)		(8,993,392)
Less: 17.15% of the profit of LMLB for the period	(259,677)		-
Group's share of loss for the period	(594,037)		(8,993,392)

 

The associate had contingent liabilities or capital commitments at 31 December 2025 of £nil (31 March 2025: £350,000).

 

 

11.            SUBSIDIARY UNDERTAKINGS

 

a.   AMOUNTS DUE FROM SUBSIDIARY UNDERTAKINGS

 

			Company 31 December 2025		Company 31 March 2025
			£		£
Amounts due from subsidiary undertakings			4,425,040		3,496,191
			4,425,040		3,496,191

Under the requirements of IFRS 9 management has run various scenarios on the expected credit loss of the Company's intercompany balances, including the project being put into operation, the project being sold and the project collapsing.  Management has updated its calculations reflecting:

a)   additional amounts advanced to its subsidiaries for work on its gold projects during the year;

b)   the status of the Group's gold licences, in particular where renewal is not considered possible and there is no prospect of recovery; and

c)   the expected sale proceeds where there is an expectation of a project being sold.

The review has concluded that at 31 December 2025 a credit loss provision of £1,985,000 (31 March 2025: £1,875,000) should be held against the balance due from subsidiaries of £6,410,000 (31 March 2025: £5,469,000), reflecting the impairment of the gold licences held by those subsidiaries.

 

b.   INVESTMENTS IN SUBSIDIARY UNDERTAKINGS

 

The consolidated financial statements include the following subsidiary companies:

 

Company	Subsidiary of	Country of incorporation	Registered office	Equity holding	Nature of Business
Kodal Norway (UK) Ltd	Kodal Minerals Plc	United Kingdom	Prince Frederick House, 35-39 Maddox Street, London W1S 2PP	100%	Dormant company
International Goldfields (Bermuda) Limited	Kodal Minerals Plc	Bermuda	MQ Services Ltd Victoria Place, 31 Victoria Street, Hamilton HM 10 Bermuda	100%	Holding company
International Goldfields Côte d'Ivoire SARL	International Goldfields (Bermuda) Limited	Côte d'Ivoire	Abidjan Cocody Les Deux Plateaux 7eme Tranche BP    Abidjan Côte d'Ivoire	100%	Mining exploration
International Goldfields Mali SARL	International Goldfields (Bermuda) Limited	Mali	Bamako, Faladi, Mali Univers, Rue 886 B, Porte 487 Mali	100%	Mining exploration
Jigsaw Resources CIV Ltd	International Goldfields (Bermuda) Limited	Bermuda	MQ Services Ltd Victoria Place, 31 Victoria Street, Hamilton HM 10 Bermuda	100%	Holding company
Corvette CIV SARL	Jigsaw Resources CIV Ltd	Côte d'Ivoire	Abidjan Cocody Les Deux Plateaux 7eme Tranche BP    Abidjan Côte d'Ivoire	100%	Mining exploration

 

Kodal Minerals plc has issued a guarantee under section 479C to its subsidiary, Kodal Norway (UK) Ltd ("Kodal Norway", company number 08491224) in respect of its activities for the period ended 31 December 2025 to allow Kodal Norway to take advantage of the exemption under s479A of the Companies Act 2006 from the requirements of the Act relating to audit of its individual accounts for the period ended 31 December 2025.

Carrying value of investment in subsidiaries	Year ended 31 December 2025		Year ended 31 March 2025
	£		£
Opening balance	512,373		512,373
Impairment in the year	-		-
Closing balance	512,373		512,373

 

12.              CURRENT AND NON-CURRENT RECEIVABLES

 

		Group 31 December 2025		Group 31 March 2025
		£		£
Non-current receivables
Other receivables from the associate		4,042,447		4,215,265
		4,042,447		4,215,265
Current receivables
Trade receivables from the associate		2,393,899		1,362,369
Other receivables from the associate		357,408		238,010
Other receivables		14,190		11,024
		2,765,497		1,611,403

 

Under the requirements of IFRS 9 management has assessed the expected credit loss of the amounts receivable from the associate, considering the likelihood of the Bougouni Lithium Project being put into operation, the project being sold and the project collapsing.  The assessment concluded that the carrying amount of the other receivables approximates their fair value and there are no expected credit losses.

Amounts receivable from the associate relate to amounts advanced to KMUK and its subsidiary undertakings, all of which is repayable on demand.  £4.2 million of this balance, shown as a non-current receivable, was advanced under the terms of a facility agreement and accrues interest at a rate of 4% per annum. 

13.              TRADE AND OTHER PAYABLES

 

		Group 31 December 2025		Group 31 March 2025
		£		£
Trade payables		27,065		60,555
Other payables		390,723		147,769
		417,788		208,324

 

   All trade and other payables at each reporting date are current.  The Directors consider that the carrying amount of the trade and other payables approximates their fair value.

 

 

14.              SHARE CAPITAL

 

GROUP AND COMPANY

Allotted, issued and fully paid:

	Note	Nominal Value	Number of Ordinary Shares	Share Capital £	Share Premium £
At 31 March 2025			20,247,366,260	6,327,302	32,645,869
July 2025	a	£0.0003125	33,333,334	10,417	54,583
At 31 December 2025			20,280,699,594	6,337,719	32,700,452

 

a)   On 2 July 2025, 33,333,334 ordinary shares were issued pursuant to the exercise of options by Steven Zaninovich, a Director of the Company. Total subscription proceeds for the Company from the exercise was £65,000.

 

15.              RESERVES

 

Reserve	Description and purpose
Share premium	Amount subscribed for share capital in excess of nominal value.
Share based payment reserve	Cumulative fair value of options and share rights recognised as an expense. Upon exercise of options or share rights, any proceeds received are credited to share capital. The share-based payment reserve remains as a separate component of equity.
Translation reserve	Gains/losses arising on re-translating the net assets of overseas operations into sterling.
Retained earnings	Cumulative net gains and losses recognised in the consolidated statement of financial position, including both distributable and non-distributable earnings

 

16.              FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

 

The Group's principal financial instruments comprise cash and cash equivalents, other receivables and trade and other payables.

The main purpose of cash and cash equivalents is to finance the Group's operations.  The Group's other financial assets and liabilities such as other receivables and trade and other payables, arise directly from its operations.

It has been the Group's policy, throughout the periods presented in the consolidated financial statements, that no trading in financial instruments was to be undertaken, and no such instruments were entered in to.

The main risk arising from the Group's financial instruments is market risk. The Directors consider other risks to be more minor, and these are summarised below. The Board reviews and agrees policies for managing each of these risks.

 

Market risk

Market risk is the risk that changes in market prices, and market factors such as foreign exchange rates and interest rates will affect the Group's results or the value of its assets and liabilities.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return.

 

Interest rate risk

The Group does not have any borrowings and does not pay interest.

The Group's exposure to the risks of changes in market interest rates relates primarily to the Group's cash and cash equivalents with a floating interest rate. These financial assets with variable rates expose the Group to interest rate risk. At the period end, the Group held cash balances of £14.9 million at variable interest rates and a loan balance of £4.2 million with the associated undertaking which bears a fixed interest at 4% per annum.  All other financial assets and liabilities in the form of receivables and payables are non-interest bearing.

In regard to its interest rate risk, the Group periodically analyses its exposure. Within this analysis consideration is given to alternative investments and the mix of fixed and variable interest rates. The Group does not engage in any hedging or derivative transactions to manage interest rate risk.

The Group in the period to 31 December 2025 earned interest of £243,704 (year to 31 March 2025: £413,095). 

 

Credit risk

Credit risk refers to the risk that a counterparty could default on its contractual obligations resulting in financial loss to the Group. The Group's principal financial assets are cash balances and other receivables, including receivables from the associated undertaking.  The Company's financial assets also include amounts receivable from subsidiary undertakings.

The Group has adopted a policy of only dealing with what it believes to be creditworthy counterparties and would consider obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group's exposure to and the credit ratings of its counterparties are continuously monitored. An allowance for impairment is made where there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables concerned.

At the period end, the Group held cash balances of £14.9 million and a loan balance of £4.2 million with the associated undertaking.  Credit risk on the cash balance is considered low as cash reserves are held in UK and Australian banks with strong credit ratings, with cash only being sent to Mali and Côte d'Ivoire on a month-by-month basis to meet working capital requirements.  The Group's exposure to any increase in credit risk on the loan balance with the associated undertaking is continuously monitored through the significant influence of the Directors who hold positions on the board of the associate.  Under the requirements of IFRS 9 management has assessed the expected credit loss of the amounts receivable from the associate, considering the likelihood of the Bougouni Lithium Project being put into operation, the project being sold and the project collapsing. The assessment concluded that there has been no change in the credit risk on this balance since prior year and that there is currently no risk of default.  Consequently no allowance for impairment is required against this balance.

Other receivables consist primarily of prepayments and other sundry receivables and none of the amounts included therein are past due or impaired.

Financial instruments by category - Group

 

		Financial assets at amortised cost		Other financial liabilities at amortised cost		Total
		£		£		£
31 December 2025
Assets
Amounts due from associate		4,042,447		-		4,042,447
Trade and other receivables		2,765,497		-		2,765,497
Cash and cash equivalents		14,874,602		-		14,874,602
Total		21,682,546		-		21,682,546
Liabilities
Trade and other payables		-		(417,788)		(417,788)
Total		-		(417,788)		(417,788)
31 March 2025
Assets
Amounts due from associate		4,215,265		-		4,215,265
Trade and other receivables		1,611,403		-		1,611,403
Cash and cash equivalents		16,888,231		-		16,888,231
Total		22,714,899		-		22,714,899
Liabilities
Trade and other payables		-		(208,324)		(208,324)
Total		-		(208,324)		(208,324)

 

Foreign exchange risk

Throughout the periods presented in the consolidated financial statements, the functional currency for the Group's West African subsidiaries has been the CFA Franc.  The Group incurs certain exploration costs in the CFA Franc, US Dollars, Australian Dollars and South African Rand and has exposure to foreign exchange rates prevailing at the dates when Sterling funds are translated into other currencies. The CFA Franc has a fixed exchange rate to the Euro and the Group therefore has exposure to movements in the Sterling : Euro exchange rate.  The Group has not hedged against this foreign exchange risk as the Directors do not consider that the level of exposure poses a significant risk.

At the year end, the Group held a loan balance of £4.2 million with the associated undertaking which is denominated in US dollars. The Directors acknowledge that the Group is subject to foreign exchange rate risk on this balance as the Group does not engage in any hedging or derivative transactions to manage foreign exchange rate risk. During the year, the Group and the Company suffered an unrealised foreign exchange loss of £172,818 (year to 31 March 2025: £97,520) which was recognised in the profit and loss account.  The associated undertaking's functional currency is US Dollars.  During the year the Group suffered an unrealised foreign exchange loss of £868,831 (year to 31 March 2025: £864,567) on the associated undertaking's reserves through other comprehensive income.

The Group continues to keep the matter under review as further exploration and evaluation work is performed in West Africa and other countries and the associated undertaking moves into commercial production and income generation.  The Board will develop currency risk mitigation procedures if the significance of this risk materially increases.

Financial instruments by currency - Group

 

		GBP	USD	AUD	XOF	Total
31 December 2025
Assets
Amounts due from associates		-	4,042,447	-	-	4,042,447
Trade and other receivables		2,393,899	371,598	-	-	2,765,497
Cash and cash equivalents		14,800,930	-	-	73,672	14,874,602
Total		17,194,829	4,414,045	-	73,672	21,682,546
Liabilities
Trade and other payables		(417,788)	-	-	-	(417,788)

 

		GBP	USD	AUD	XOF	Total
31 March 2025
Assets
Amounts due from associates		-	4,215,265	-	-	4,215,265
Trade and other receivables		-	1,611,403	-	-	1,611,403
Cash and cash equivalents		16,782,078	-	-	106,153	16,888,231
Total		16,782,078	5,826,668	-	106,153	22,714,899
Liabilities
Trade and other payables		(191,865)	-	(1,141)	-	(193,006)

 

Liquidity risk

Liquidity risk is the risk that the entity will not be able to meet its financial obligations as they fall due.

The objective of managing liquidity risk is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when they fall due, under both normal and stressed conditions.

The Group has established policies and processes to manage liquidity risk. These include:

·    Monitoring the maturity profiles of financial assets and liabilities in order to match inflows and outflows;

·    Monitoring liquidity ratios (working capital); and

·    Capital management procedures, as defined below.

 

Capital management

The Group's objective when managing capital is to ensure that adequate funding and resources are obtained to enable it to develop its projects through to profitable production, whilst in the meantime safeguarding the Group's ability to continue as a going concern. This is to enable the Group, once projects become commercially and technically viable, to provide appropriate returns for shareholders and benefits for other stakeholders.

The Group has historically relied on equity to finance its growth and exploration activity, raised through the issue of shares. In the future, the Board will utilise financing sources, be that debt or equity, that best suits the Group's working capital requirements and taking into account the prevailing market conditions.

Fair value

The fair value of the financial assets and financial liabilities of the Group, at each reporting date, approximates to their carrying amount as disclosed in the Statement of Financial Position and in the related notes.

The fair values of the financial assets and liabilities are included at the amounts at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The cash and cash equivalents, other receivables, trade payables and other current liabilities approximate their carrying value amounts largely due to the short-term maturities of these instruments.

 

17.       RELATED PARTY TRANSACTIONS

 

During the period ended 31 December 2025, the Group incurred expenses on behalf of the associated undertaking of £853,986 (year ended 31 March 2025:  £1,218,718).  The balance due to the Group at 31 December 2025 was £6,793,754 (31 March 2025:  £5,924,188) including a non-current loan due from the associate of £4,042,447 (31 March 2025: £4,215,265).  Further information on the balance is shown in note 12.

The Directors represent the key management personnel of the Group and details of their remuneration are provided in note 4.

Robert Wooldridge, a director, is a member of SP Angel Corporate Finance LLP ("SP Angel") which acts as financial adviser and broker to the Company. During the period ended 31 December 2025, the Company paid fees to SP Angel of £30,301 (year ended 31 March 2025: £40,000).  The balance due to SP Angel at 31 December 2025 was £nil (31 March 2025:  £nil).

Matlock Geological Services Pty Ltd ("Matlock") a company wholly owned by Bernard Aylward, a director, provided consultancy services to the Group during the period ended 31 December 2025 and received fees of £168,750 (year ended 31 March 2025: £225,000).  These fees are included within the remuneration figure shown for Bernard Aylward in note 4.  The balance due to Matlock at 31 December 2025 was £nil (31 March 2025:  £nil).

 

Zivvo Pty Ltd ("Zivvo"), a company wholly owned by Steven Zaninovich, a Director, provided consultancy services to the Group during the period ended 31 December 2025 and received fees of £157,500 (year ended 31 March 2025:  £210,000). These fees are included within the remuneration figure shown for Steven Zaninovich in note 4.  The balance due to Zivvo at 31 December 2025 was £nil (2024:  £nil).

 

18.     CONTROL

 

                         No one party is identified as controlling the Group.

 

19.     CAPITAL COMMITMENTS AND CONTINGENCIES

 

The Group had capital commitments to exploration and evaluation expenditure of £nil (31 March 2025: £nil).

Arbitration proceedings have commenced regarding responsibility for the US$15 million settlement payment under the MoU with the State.  Based on legal advice received, the Directors have judged it unlikely that Hainan will be able to make a successful claim against Kodal.  At the current time the Company cannot determine the outcome of the discussions, and hence the nature or amount of any payments or concessions that might be required, if any, and which may result in an economic outflow from the Company. 

With respect to the sale of Bougouni West as agreed with Leo Lithium in April 2023, one of the licences, N'kéméné Ouest, has not yet been renewed by the Mali mining authorities (a sale condition) following the moratorium on the renewal and transfer of mining concessions.  Accordingly, the Company has not yet recognised the income from the sale proceeds of £1.5 million.  The licence is considered to be of good standing and the renewal is expected to occur, but no timing of finalisation can be provided.

20.     EVENTS AFTER THE REPORTING PERIOD

 

On 4 February 2026, the Company issued 92,500,000 new ordinary shares following the exercise of options and Performance Share Rights, of which 75,000,000 new ordinary shares were issued to Bernard Aylward, Director of the Company.  Total subscription proceeds for the Company from the exercise was £49,062.50.