Final Results for the year ended 31 December 2025

RNS Number : 5368U

Keras Resources PLC

14 September 2026

Keras Resources plc

(“Keras” or the “Company”)

Final Results

Keras Resources plc (AIM: KRS) announces its final results for the year ended 31 December 2025. The Company also gives notice of its 2026 Annual General Meeting (‘AGM’), which will be held at 11:00 am on 12 October at Coveham House, Downside Bridge Road, Cobham, KT11 3EP.

CHAIRMAN’S STATEMENT

I am pleased to provide shareholders with an update on Keras Resources plc (“Keras” or the “Company”) for the year ended 31 December 2025 and to set out the Board’s view of the strategic opportunity now before Keras. This statement should be read in conjunction with the Strategic Update also published today.

Over the past year, we have focused on consolidating the business, investing in the operational platform at Diamond Creek, reflecting on our strategic positioning, carefully assessing the optimal allocation of capital, increasing shareholder returns, and evaluating our path forward. Additionally, the Company underwent a significant change in management in the first quarter of the year with Colton Hale taking over the leadership of the Falcon Isle Group (“FIR”) in Utah (USA), comprising Falcon Isle Resources Corp. and Falcon Isle Holdings Inc, the 100% owner of the Diamond Creek high grade phosphate mine, whilst I assumed an interim, part-time executive Chairman role at Keras. Against this backdrop, and with a royalty already being received from the Nayega manganese project in Togo, there was an opportunity to consider the Company’s way forward.

An Opportunity and a Strategic Repositioning

Earlier this year, the Board identified an opportunity to acquire an initial 51% interest in Cornerstone and support the consolidation and exploration of its land position near Opuwo in the Kaoko Belt of north-western Namibia. Cornerstone has assembled an initial contiguous land package of 6,214 hectares (62.14 square kilometres), encompassing several prospective areas, including historic artisanal and small-scale base-metal workings that provide tangible evidence of mineralisation. The Kaoko Belt is an emerging copper province which, despite its prospective geology and known copper occurrences, remains materially underexplored.

Following extensive data analysis and due diligence, the Board concluded that the Cornerstone portfolio represented a compelling opportunity to establish Keras in an emerging copper jurisdiction with the potential to create meaningful shareholder value. In considering the opportunity, the Board undertook a broader review of the Company’s strategy, balance sheet, management resources and capital allocation priorities, including its continued investment in Diamond Creek.

Keras has invested considerable time and capital in developing the Diamond Creek phosphate operation, establishing processing capacity, refining its product offering and advancing downstream opportunities. This has created an established operating business with differentiated products, clear commercial potential and, under Colton’s leadership, a strong and capable management team. The Board believes, however, that the business has reached an important inflection point and that its next phase of growth will require further capital investment.

Against this backdrop, the Board considered Keras’ growing long-term debt and the competing capital requirements of Diamond Creek and the Namibian copper opportunity. It concluded that the underlying value and longer-term potential of FIR and its phosphate assets are not adequately reflected in Keras’ current valuation and that the capital required to realise their full potential would be better sourced through a structure independent of Keras.

Accordingly, the Board determined that Keras’ capital and management resources should instead be focused on the Namibian copper opportunity. This does not represent a change in the Board’s view of the quality or potential of the phosphate business; rather, the proposed restructuring is intended to place FIR in a stronger position to fund its next stage of growth, while allowing Keras to pursue a new strategy focused on generating shareholder returns from copper in Namibia.

In conjunction with the proposed acquisition, the Board has therefore agreed, subject to shareholder approval, to sell 100% of Keras US LLC, which holds Falcon Isle Holdings LLC, Falcon Isle Resources Corp. and 50% of Phosul Utah LLC to Christopher Grosso and Joe Carbone, two of Keras’ major shareholders, for consideration comprising:

a cash payment of US$1.0 million, payable on completion; and
the cancellation of all convertible loan notes held by the purchasers, including all accrued interest.

In addition, Keras will retain an uncapped royalty of US$10 per long ton on material produced and sold by FIR, preserving meaningful exposure to the future growth and success of the Diamond Creek business without any associated ongoing operating costs or capital commitments.

The proposed transaction delivers a number of important benefits to Keras. On completion, the Company will receive substantial upfront cash consideration, remove its exposure to FIR’s creditor position, which stood at £1.826 million at 31 December 2025, and eliminate £908,000 of long-term debt. Importantly, Keras will retain uncapped exposure to future royalty income for the life of the operation, without any further funding obligation.

The transaction will also simplify Keras’ corporate structure and operating focus, allowing capital and management resources to be directed towards opportunities that the Board believes offer a more compelling pathway to shareholder value. Completion remains subject to shareholder approval, which will be sought at the Company’s forthcoming AGM on 12 October 2026, with full details of the proposed transaction set out in the circular to shareholders.

In addition to the transaction, the Company will conditionally raise £1.7 million through the issue of 85 million new shares at 2p per share, a 43% premium to the 1 July 2026 closing price, with support from existing and new resource-sector investors (the “Subscription”). Members of the Board and PDMRs also intend to participate in the Subscription, to raise a further £100,000 through the issue of an additional 5,000,000 New Ordinary Shares, following the end of the close period on publication of the interim accounts for the period to 30 June 2026, on or around 30 September 2026. The raise will be completed in two tranches, with the second tranche, which would include the Director and PDMR subscriptions, taking place on or around 1 October 2026, and will be subject to shareholder approval at the AGM.

Further details on the Subscription will be provided in the Strategic Update announcement.

Following completion, Keras will emerge with a materially strengthened balance sheet, no material debt and additional cash resources, while retaining potential long-term royalty income from both the Nayéga manganese mine in Togo and the Diamond Creek phosphate operation. This combination provides Keras with ongoing exposure to assets it has previously invested in and advanced, without associated funding obligations, while providing the financial flexibility to deploy capital into its proposed copper strategy in Namibia. The Board believes this represents a strong platform from which to build the next phase of Keras’ growth.

Financial review

The Consolidated Statement of Comprehensive Income for the year shows a loss of £3,331,000 (2024 - loss £737,000). While disappointing in itself, the loss is primarily caused by an impairment charge of £2.8m relating to our North American assets in expectation of their disposal. The impairment charge takes no account of any future value of the royalty anticipated from FIR, if the recommendation for the restructuring of Keras’s interest in FIR is supported by shareholders.

In August 2025 the Company raised £750,000 through a combination of an open offer to shareholders and a subscription from our major US shareholders, Chris Grosso and Joseph Carbone. As a result of these subscriptions, they now own some 45% of the total shares in issue.

Board Changes

In January 2025 Graham Stacey resigned as CEO, and I assumed the role of interim part-time Executive Chairman. Brian Moritz is retiring from all business activities and will be stepping down from the Board at the conclusion of the 2026 AGM. I would like to thank both of them for their efforts on behalf of the Company and specifically Brian who has been with the Company since inception and has been instrumental in navigating it through the various regulatory and accounting minefields associated with running a listed entity.

With a repositioned focus towards copper exploration, development and mining in Namibia the Board will require a different balance of skills. Claire Parry remains as Independent Non-Executive Director and Nick Taylor and Andrew Malashewsky will be appointed as Non-Executive Chairman and CFO and Executive Director on 14 September 2026 respectively. I will then be moving to CEO and Executive Director. Full details are available in the Strategic Update announcement and AGM Circular.

Conclusion

The year ahead will be both exciting and important for Keras, with completion of the acquisition, execution of the proposed phosphate restructuring, mobilisation of the exploration team and commencement of field activities in Namibia representing key milestones. Following completion of the proposed transactions, we expect to be substantially debt free while retaining exposure, through two royalty interests, to projects in which we have invested significant capital and management time and which we have helped advance. This structure allows us to retain potential future upside from those assets while focusing our resources on building Keras’ next phase of growth in Namibia.

I would like to thank our shareholders for their continued patience and support during a period of transition. I would also like to thank my colleagues on the Board, our advisers and the wider technical team for their work in positioning the Company for what we believe can be a materially more attractive future.

Posting of Annual Report

Copies of the Company's full Annual Report and Financial Statements (the "Annual Report") will be made available to download from the Company's website today at https://kerasplc.com/results-and-reports/ and will also be posted to shareholders who elected to receive a hard copy on 16 September 2026.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Russell Lamming

Chairman

12 September 2026

	Notes	2025 £’000	2024 £’000
Revenue	7	1,442	1,119
Cost of sales		(446)	(825)
Gross profit		996	294
Administrative expenses Share of losses of associated company		(1,097) (161)	(832) (132)
(Loss)/profit from operating activities		(262)	(670)
Finance costs Rent income	12	(308) 90	(208) 125
Net finance costs		(218)	(83)
Impairment of intangible fixed assets		(2,800)	-
(Loss)/profit before taxation		(3,280)	(753)
Tax	13	-	-
(Loss)/profit for the year		(3,280)	(753)


Other comprehensive income – items that may be subsequently reclassified to profit or loss
Exchange translation on foreign operations		(51)	16
Total comprehensive (loss)/profit for the year		(3,331)	(737)

(Loss)/profit attributable to:
Owners of the Company		(3,280)	(753)
Non-controlling interests		-	-
(Loss)/profit for the year		(3,280)	(753)


Total comprehensive loss attributable to:
Owners of the Company		(3,331)	(737)
Non-controlling interests		-	-
Total comprehensive loss for the year		(3,331)	(737)

Earnings per share
Basic and diluted loss per share (pence)	23	(2.732)	(0.888)

	Notes	2025 £’000	2024 £’000
Assets
Property, plant and equipment	14	1,461	1,422
Right of use asset	15	-	-
Intangible assets	16	517	3,574
Investment in associated company	17	-	57
Non-current assets		1,978	5,053

Inventory	19	482	532
Trade and other receivables	20	591	319
Cash and cash equivalents		153	249
Current assets		1,226	1,100
Total assets		3,204	6,153

Equity
Share capital	22	1,569	954
Share premium	22	6,262	6,073
Share option reserve Exchange reserve	22, 24	- (141)	116 (90)
Convertible loan note reserve	22	116	116
Retained (deficit)/earnings		(7,382)	(4,218)
Total equity		424	2,951

Liabilities
Trade and other payables	25	757	1,205
Current liabilities		757	1,205

Loans and other borrowings	26	2,023	1,997
Other long term liabilities		-	-
Non-current liabilities		2,023	1,997
Total liabilities		2,780	3,202
Total equity and liabilities		3,204	6,153

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025
	Notes	Share capital £‘000		Share premium £‘000		Share option reserve £‘000		Exchange reserve £‘000			Convertible loan notes reserve £’000		Retained earnings/(deficit) £‘000	Total £‘000
Balance at 1 January 2025			954		6,073		116		(90)	116		(4,218)			2,951

Loss for the year			-		-		-		-	-		(3,280)			(3,280)
Other comprehensive income			-		-		-		(51)	-		-			(51)
Total comprehensive (loss)/profit for the year			-		-		-		(51)	-		(3,280)			(3,331)


Issue of ordinary shares	22		615		249		-		-	-		-			864
Cost of share issues			-		(60)		-		-	-		-			(60)
Share options lapsed	24		-		-		(116)		-	-		116			-
Transactions with owners, recognised directly in equity			615		189		(116)		-	-		116			804

Balance at 31 December 2025			1,569		6,262		-		(141)	116		(7,382)			424

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
	Notes	Share capital £‘000		Share premium £‘000		Share option reserve £‘000		Exchange reserve £‘000			Convertible loan notes reserve £’000		Retained earnings/(deficit) £‘000	Total £‘000
Balance at 1 January 2024			801		5,849		104		(106)	-		(3,465)			3,183

Loss for the year			-		-		-		-	-		(753)			(753)
Other comprehensive income			-		-		-		16	-		-			16
Total comprehensive (loss)/profit for the year			-		-		-		16	-		(753)			(737)


Issue of ordinary shares	22		153		224		-		-	-		-			377
Issue of convertible loan notes			-		-		-		-	116		-			116
Share option expense	24		-		-		12		-	-		-			12
Transactions with owners, recognised directly in equity			153		224		12		-	116		-			505

Balance at 31 December 2024			954		6,073		116		(90)	116		(4,218)			2,951

		2025	2024
	Notes	£’000	£’000
Cash flows from operating activities
Loss from operating activities		(262)	(753)
Adjustments for:
Depreciation and amortisation	14,15,16	129	86
Share of losses of associated company		161	132
Equity-settled share-based payments	24	-	-
		28	(535)

Changes in:
		49	90
- trade and other receivables		(272)	(147)
- trade and other payables		(72)	414
Cash generated by/(used in) operating activities		(267)	(178)

Finance costs		(308)	(208
Finance income		90	125
Net cash generated by/(used in) operating activities		(485)	(261)

Cash flows from investing activities
Acquisition of property, plant and equipment		(232)	(1,133)
Acquisition of intangible fixed assets		-	(146)
Investment in associated company		(104)	(191
Proceeds on disposal of property, plant and equipment		39	-
Settlement of deferred consideration for purchase of minority interest in subsidiary	17	(583)	(639)
Net cash used in investing activities		(880)	(2,109)

Cash flows from financing activities
Net proceeds from issue of share capital		205	377
Issue of promissory and convertible loan notes		969	2,081
Repayment of loans		-	-
Net cash flows from financing activities		1,174	2,458

Net (decrease)/increase in cash and cash equivalents		(191)	88

Cash and cash equivalents at beginning of year		249	185
Foreign exchange differences etc		95	(24)
Cash and cash equivalents at 31 December		153	249

	Notes	2025 £’000	2024 £’000
Assets
Investments	17	-	2,761
Non-current assets		-	2,761

Loans	18	1,452	2,814
Trade and other receivables	20	213	261
Cash and cash equivalents		36	67
Current assets		1,701	3,142

Total assets		1,701	5,903

Equity
Share capital	22	1,569	954
Share premium	22	6,262	6,073
Other reserves	22	-	116
Convertible loan reserve	22	116	116
Retained earnings		(7,408)	(3,012)
Total equity attributable to owners of the Company		539	4,247

Liabilities
Trade and other payables	25	304	843
Current liabilities		304	843
Trade and other payables	25	-	-
Loans and other borrowings	26	858	813
Non-current liabilities		858	813

Total liabilities		1,162	1,656

Total equity and liabilities		1,701	5,903

	Share capital £‘000		Share premium £‘000	Share option reserve £‘000		Convertible loan notes reserve £’000		Retained deficit £‘000	Total equity £‘000
Balance at 1 January 2024	801		5,849	104		-		(2,553)	4,201

Loss for the year	-		-	-		-		(459)	(459)
Total comprehensive loss for the year		-	-		-		(459)			(459)

Issue of ordinary shares		153	224				-			377
Share option expense		-	-		12	-	-			12
Issue of convertible loan notes						116				116
Transactions with owners, recognised directly in equity		153	224		12	116	-			505

Balance at 31 December 2024		954	6,073		116	116	(3,012)			4,247

Balance at 1 January 2025	954		6,073	116		116	(3,012)	4,247

Loss for the year	-		-	-		-	(4,512)	(4,512)
Total comprehensive loss for the year		-	-		-	-	(4,512)	(4,512)

Issue of ordinary shares		615	249		-	-	-	864
Cost of share issues		-	(60)		-	-	-	(60)
Share option expense		-	-		(116)	-	116	-
Transactions with owners, recognised directly in equity		615	189		(116)	-	116	804

Balance at 31 December 2025		1,569	6,262		-	116	(7,408)	539

Reporting entity

Keras Resources PLC is a company domiciled in England and Wales. The address of the Company’s registered office is Coveham House, Downside Bridge Road, Cobham KT11 3EP. The Group currently operates as a miner of and explorer for mineral resources.

The Group consists of Keras Resources Plc and all of its subsidiaries.

Going concern

The Directors have adopted the going concern basis in preparing the Group and Company financial statements. The Group’s and Company’s business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman’s Statement and Strategic Report. In addition, note 27 to the Financial Statements includes the Group’s policies and processes for managing its financial risk management objectives.

Note 29 to the Financial Statements sets out transactions agreed since 31 December 2025 which, in aggregate, are forecast to be cash flow positive for the Company and the revised Group.

In addition, the agreement for the provision of advisory and brokerage services in the Republic of Togo is now generating positive cash flow for Keras.

On this basis, the Directors have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future. As such, the Directors continue to adopt the going concern basis of accounting.

Basis of preparation

Statement of compliance

The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the Companies Act 2006(“UK-adopted IAS”), and the Companies Act 2006 as applicable to entities reporting in accordance with IFRS.

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis unless otherwise stated.

Functional and presentation currency

These consolidated financial statements are presented in Pounds Sterling (‘GBP’ or ‘£’), which is the Group’s functional currency and is considered by the Directors to be the most appropriate presentation currency to assist the users of the financial statements. All financial information presented in GBP has been rounded to the nearest thousand, except when otherwise indicated.

Basis of parent company preparation

The parent company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework.

As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';

(b) the requirements within IAS 1 relating to the presentation of certain comparative information;

(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but it not yet effective); and

(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a Group.

Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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

Critical estimates and assumptions that have the most significant effect on the amounts recognised in the consolidated financial statements and/or have a significant risk of resulting in a material adjustment within the next financial year are as follows:

Deferred consideration and the loan payable to previous minority shareholder in subsidiary company

The deferred consideration due in respect of the acquisition of the remaining 49% of Falcon Isle Resources LLC was discounted at a rate of 12% being the rate at which interest will accrue in the event of a default. This discount has been fully unwound at 31 December 2024, and the final amount has been paid in 2025.

Carrying value of intangible assets

Intangible assets consist of prospecting and exploration rights and development. Those acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired and evaluation expenditure are recognised at cost. The directors assess the recoverable value at each year end and review for any signs of impairment.

Impairment of intangible assets

Intangible assets have been assessed during the current year for any impairment, and they were impaired by £2.8m. this takes account of the subsequent agreement to dispose of FIR as described in Note 29. In calculating the impairment no account was taken of the potential royalties receivable from FIR in the future.

Forecast operating profits

For the CGU, the Group prepared cash flow projections derived from the most recent forecast for the year ending 31 December 2026, Forecast revenue, fixed and variable costs are based on recent performance and expectations of future changes in the market, operating model and cost base, and take into account the transactions set out in note 29.

Discount rates

A post-tax real discount rate used to assess the forecast free cashflows from the CGU was derived from its weighted average cost of capital, taking into account specific factors relating to the country

is operates in. These rates are reviewed annually and adjusted for the risks specific to the business being assessed and the market in which the CGU operates.

Sensitivity analysis

A sensitivity analysis on the key model parameters has been performed and management has concluded that no reasonably foreseeable change in the key assumptions would result in an impairment of the intangible assets of the Group’s CGU.

Assets held for sale

On classification as held-for-sale, assets and disposal groups are measured at the lower of the carrying amount and fair value less costs to sell, with any adjustments taken to profit or loss (or other comprehensive income in the case of a revalued asset).

Intercompany receivables (Company only)

All loans to subsidiaries are currently unsecured and interest free and repayable on demand.

Fair value of share options and warrants

The determination of the fair values of the schemes issued were made with reference to the Black-Scholes model. All share options have now lapsed.

Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Group entities.

Basis of consolidation

Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognised in profit or loss.

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. On disposal of subsidiaries, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This might mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Foreign currency

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the reporting date.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and the fair value adjustments arising on acquisition, are translated to GBP at exchange rates at the reporting date. The income and expenses of foreign operations are translated to GBP at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income and accumulated in the translation reserve except to the extent that the translation difference is allocated to non-controlling interests. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

Financial instruments

Financial assets

The Group’s financial assets measured at amortised cost comprise trade and other receivables, cash and cash equivalents and financial assets at fair value through other comprehensive income in the consolidated statement of financial position.

Trade receivables and intra group balances are initially recognised at fair value. New impairment requirements use an expected credit loss model to recognise an allowance. For receivables a simplified approach to measure expected credit losses during a lifetime expected loss allowance is available and has been adopted by the Group. During this process the probability of non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being reported within the consolidated statement of comprehensive income. On confirmation that the trade and intra group receivable will not be collectable, the gross carrying value of the asset is written off against the provision.

Non-derivative financial liabilities

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. Other financial liabilities comprise trade and other payables.

Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

Subsequent expenditure

Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.

Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis in the statement of comprehensive income over the estimated useful lives of each component.

Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful lives of significant items of property, plant and equipment are as follows:

Freehold property 50 years
plant and equipment 20 years
office equipment 2 years
computer equipment 2 years
motor vehicles 5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Intangible assets

Prospecting and exploration rights and development

Rights acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired and evaluation and development expenditure are recognised at cost.

Other intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

Amortisation

Intangible assets are amortised in profit or loss over their estimated useful lives, from the date that they are available for use.

The estimated useful lives are as follows:

Life of mine based on units of production

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Amortisation is included within administrative expenses in the statement of comprehensive income.

Impairment
Intangible assets have been assessed during the current year for any impairment, and they were impaired by £2.8m. this takes account of the subsequent agreement to dispose of FIR as described in Note 29. In calculating the impairment no account was taken of the potential royalties receivable from FIR in the future.

Non-derivative financial assets

A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and had an impact on the estimated future cash flows from that asset that can be estimated reliably.

Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

Financial assets measured at amortised cost

The Group considers evidence of impairment for financial assets measured at amortised cost (loans and receivables) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance against loans and receivables. Interest on the impaired asset continues to be recognised. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Financial assets at fair value through other comprehensive income

Impairment losses on financial assets at FVOCI are recognised by reclassifying the losses accumulated in the fair value reserve to profit or loss. The amount reclassified is the difference between the acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any impairment previously recognised in profit or loss. Impairment losses recognised in profit or loss for an investment in an equity instrument classified as FVOCI are not reversed through profit or loss.

Non-financial assets

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Indefinite-lived intangible assets are tested annually for impairment or when there is an indication of impairment. An impairment loss is recognised if the carrying amount of an asset or Cash Generating Unit (‘CGU’) exceeds its recoverable amount.

The recoverable amount of an asset of CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Employee benefits

Costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Share-based payments

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no adjustment for differences between expected and actual outcomes.

Retirement benefits

A defined contribution plan is a post-employment benefit plan under which the group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Revenue

Turnover represents the amounts (net of VAT and trade discounts) receivable from the provisions of goods and services to the customer during the period.

The Group applies IFRS 15 ‘Revenue from contracts with customers’. Under IFRS 15, the Group applies the 5-step method to identify contracts with its customers, determine performance obligations arising under those contracts, set an expected transaction price, allocate that price to the performance obligations, and then recognises revenues as and when those obligations are satisfied.

Revenue from the sale of processed products is recognised when ownership of the product passes to the purchaser in accordance with the relevant sales contract. Ownership passes either upon delivery or once the product is collected where customers arrange delivery.

IFRS 15 Revenue from contracts with customers

IFRS 15 establishes a comprehensive ‘5 step’ framework for determining whether, how much and when revenue is recognised. Under IFRS 15, revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control – at a point in time or over time – requires judgement.

Under IFRS 15, sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion of the usage of the projects, and there are no unfulfilled obligation which could affect the customers’ acceptance of the products and when the entity has a present right to payment for the asset. Delivery occurs when the products are delivered to a specific location and erected at that location, the risks have been transferred and the customer has accepted the products in accordance with the sales agreement.

A receivable is recognised when control transfers as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

No element of financing is deemed present as the sales are typically made with a credit term of 30 days from invoice date, which is consistent with market practice.

Finance income and finance costs

Finance income comprises interest income on bank funds. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

In addition, finance income includes rent receivable in respect of the lease of property and equipment in Utah, USA. The lease is with the associated company, Phosul Utah LLC, and the income is recognised on an accruals basis.

Finance costs comprise interest expense on borrowings. Borrowing costs are recognised in profit or loss in the period in which they are incurred.

Taxation

Tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable

in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Inventories

Inventories for processed material and ore stockpiles are valued at the lower of cost and net realisable value. Costs allocated to processed material are based on average costs and include all costs of purchase, conversion and other costs in bringing these inventories to their existing location and condition. Costs allocated to ore stockpiles are based on average costs, which include an appropriate share of direct mining costs, direct labour and material costs, mine site overhead, depreciation and amortisation. If carrying value exceeds net realisable amount, a write down is recognised. The write down may be reversed in a subsequent period if the circumstances which caused it no longer exist.

Segment reporting

Segment results that are reported to management include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Equity reserves

Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issue of shares are deducted from share premium.

The share option/warrant reserve is used to recognise the fair value of equity-settled share based payment transactions.

The exchange reserve is used to record exchange differences arising from the translation of foreign subsidiaries into the presentation currency.

The financial assets at FVOCI reserve is used to record unrealised accumulated changes in fair value on financial assets.

Discontinued operation

A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

represents a separate major line of business or geographic area of operations;
is part of a single co‑ordinated plan to dispose of a separate major line of business or geographic area of operations; or
is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held‑for‑sale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re‑presented as if the operation had been discontinued from the start of the comparative year.

New standards and interpretations

The current standards, amendments and interpretations have been adopted in the year and have not had a material impact on the reported results in the Company's financial statements:

Amendments to IAS 1: Lack of Exchangeability

The adoption of the following mentioned standards, amendments and interpretations in future years:

Effective date – period beginning on or after
Annual improvements to IFRS Accounting Standards – Volume114	01-Jan-26
IFRS 19 Subsidiaries without Public Accountability: Disclosure	01-Jan-27
Amendments to IFRS9 and IFRS 7 -Amendments to the Classification and Measurement of Financial Instruments	01-Jan-26
IFRS 18 Presentation and disclosure in Financial Statements	01-Jan-27
IAS 7 Statement of Cash FlowsIAS 7 Statement of Cash Flows	01-Jan-27

The directors have undertaken a project to review the above standards, amendments and interpretations. Management do not expect these standards to materially impact the financial statements.

Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Property, plant and equipment

The fair value of property, plant and equipment recognised as a result of a business combination is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of plant and equipment is based on the market approach and cost approaches using quoted market prices for similar items when available and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.

Intangible assets

The fair value of other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

Trade and other receivables

The fair value of trade and other receivables is estimated at the present value of future cash flows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes or when such assets are acquired in a business combination.

Share-based payments

The fair value of the employee share options is measured using the Black-Scholes formula. Measurement inputs include the share price on the measurement date, the exercise price of the instrument, expected volatility (based on an evaluation of the Company’s historic volatility, particularly over the historic period commensurate with the expected term), expected term of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market

performance conditions attached to the transactions are not taken into account in determining fair value.

Investments – other

When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. A discount is applied to the value of any Performance shares to reflect the possibility that the milestones for conversion into ordinary shares may not be met.

Revenue

Revenue comprises:

Group:

	2025		2024
	£’000		£’000
Sale of phosphate (USA)		1,350		1,119
Advisory and brokerage services (UK)		92		-
		1,442		1,119

Operating segments

The Group considers that it operated during the year in a single business area, being that of phosphate mining in Utah, USA. This business area formed the basis of the Group’s operating segments, together with its administration function in the United Kingdom. For each segment, the Group’s CEO (the chief operating decision maker) reviewed internal management reports on at least a quarterly basis.

Other operations relate to the Group’s administrative functions conducted at its head office and by its intermediate holding company together with consolidation adjustments. In 2025 other operations also includes advisory fees received in respect of the Nayega mine in Togo.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment result before tax, as included in the internal management reports that are reviewed by the Group’s CEO. Segment results are used to measure performance as management believes that such information is the most relevant in evaluating the performance of certain segments relative to other entities that operate within the exploration industry.

Information about reportable segments

31 December 2025

	Phosphate £’000	Other operations £’000		Total £’000
External revenue	1,350		92		1.442
Cost of sales	446	-		446
Depreciation, amortisation and impairment	129	2,800		2,929
(Loss)/profit before tax	136	(3,416)		(3,280)
Gross assets including non-current and current assets	1,503	1,701		3,204
Capital expenditure	232	-		232
Liabilities	1,618	1,162		2,780

31 December 2024

		Phosphate £’000	Other operations £’000	Total £’000
External revenue		1,119	-	1,119
Cost of Sales		826	-	826
Depreciation, amortisation and impairment		85	-	85
(Loss)/profit before tax		(104)	(649)	(753)
Gross assets including non-current and current assets	-	5,317	836	6,153
Capital expenditure	-	4,996	-	4,996
Liabilities	-	1,748	1,454	3,202

Information about geographical segments

31 December 2025

	US £’000	Other £’000	Total £’000
External revenue	1,350	92	1.442
Cost of sales	446	-	446
Depreciation, amortisation and impairment	129	2,800	2,929
(Loss)/profit before Tax	136	(3,416)	(3,280)
Gross assets including non-current and current assets	1,503	1,701	3,204
Capital expenditure	232	-	232
Liabilities	1,618	1,162	2,780

31 December 2024

	US £’000	Other £’000	Total £’000
External revenue	1,119	-	1,119
Cost of sales	826	-	826
Depreciation, amortisation and impairment	85	-	85
(Loss)/profit before tax	(104)	(649)	(753)
Gross assets including non-current and current assets	5,317	836	6,153
Capital expenditure	4,996	-	4,996
Liabilities	1,748	1,454	3,202

Expenses

Expenses include:	2025 £‘000		2024 £‘000
Depreciation and amortisation expense		129		85
Auditor’s remuneration
- Audit fee		28		28
Foreign exchange differences		50		(42)

Auditor’s remuneration for the year in respect of the Company amounted to £15,000 (2024: £15,000).

Personnel expenses

	2025 £‘000		2024 £‘000
Wages and salaries		303		165
Social security costs		24		11
Pension costs		-		-
Fees		60		153
Equity-settled share-based payments		-		11
		387		340

The average number of employees (including directors) during the year was:

	2025		2024
Directors		3		4
Administrative staff		2		1
		5		5

Directors’ emoluments

Year ended 31 December 2025

Executive

directors

£’000

Non-executive

directors

£‘000

Total

£‘000

Wages and salaries (incl. fees)

213

273

213

273

Year ended 31 December 2024

Executive

directors

£’000

Non-executive directors

£‘000

Total

£‘000

Wages and salaries (incl. fees)

153

108

261

153

108

261

These amounts are disclosed by director in the Directors’ report.

Emoluments disclosed above include the following amounts payable to the highest paid director:

2025

£‘000

2024

£’000

Emoluments for qualifying services

204

153

Finance costs

Recognised in loss for year

	2025 £‘000		2024 £‘000
Discount unwinding on deferred consideration and loan payable to previous minority shareholder		-		133
Interest on convertible and other loans		125		74
Exchange losses		133
Rent and lease costs		49
Other		1		1
		308		208

The Discount unwinding disclosed above relates to the deferred consideration explained in note 17.

Taxation

Current tax

	2025 £‘000	2024 £‘000
Tax recognised in profit or loss
Current tax
Current period	-	-

Deferred tax
Origination and reversal of temporary differences	-	-

Total tax	-	-

Reconciliation of effective tax rate

	2025 £’000	2024 £’000
Loss before tax (continuing operations)	(3,280)	(753)

Tax using the Company’s domestic tax rate of 19.0% (2024: 19.0%)	(623)	(143)

Effects of:
Expenses not deductible for tax purposes	8	1
Overseas (profits)/losses	(12)	20
Equity-settled share-based payments	-	2
Tax losses carried forward not recognised as a deferred tax asset	627	120
	-	-

The UK corporation tax rate was 19.00% until April 2023 when it increased to 25% for groups with taxable profits of over £250,000.

None of the components of other comprehensive income have a tax impact.

Factors that may affect future tax charges

At the year end, the Group had unused tax losses available for offset against suitable future profits of approximately £12,119,000 (2024: £8,818,000). A deferred tax asset has not been recognised in respect of such losses due to uncertainty of future profit streams.

Property, plant and equipment

Group

	Freehold Property £’000		Plant and equipment £’000			Office and computer equipment £’000			Total £’000
Cost
Balance at 1 January 2024		-		375			12				387
Purchases		559		574			-				1,133
Effect of movements in exchange rates		-			11			-		11
Balance at 31 December 2024		559		960			12				1,531

Balance at 1 January 2025		559		960			12				1,531
Purchases		-		232			-				232
Sales		-		(22)							(22)
Effect of movements in exchange rates		(38)		(66)			-				(104)
Balance at 31 December 2025		521		1,104			12				1,637

Depreciation and impairment provisions
Balance at 1 January 2024		-		29			12				41
Depreciation for the year		11		52			-				63
Effect of movements in exchange rates		-		5			-				5
Balance at 31 December 2024		11		86			12				109

Balance at 1 January 2025		11		86			12				109
Sales		-		(4)			-				(4)
Depreciation for the year		11		67			-				78
Effect of movements in exchange rates		(1)		(6)			-				(7)
Balance at 31 December 2025		21		143			12				176

Carrying amounts
At 31 December 2023		-		346			-				346
At 31 December 2024		548		874			-				1,422
At 31 December 2025		500		961			-				1,461

Depreciation is recognised within administrative expenses.

Company

													Computer equipment £’000
Cost
Balance at 1 January 2024													8
Transfers													-
Balance at 31 December 2024													8

Balance at 1 January 2025													8
Additions													-
Balance at 31 December 2025													8

Depreciation and impairment provisions
Balance at 1 January 2024													8
Depreciation for the year													-
Balance at 31 December 2024													8

Balance at 1 January 2025													8
Depreciation for the year													-
Balance at 31 December 2025													8

Carrying amounts
At 31 December 2024													-
At 31 December 2025													-

Right of use assets

Group

										Land and buildings £’000
Cost
Balance at 1 January 2024										342
Disposal										(342)
Balance at 31 December 2024										-

Balance at 1 January 2025										-
Disposal										-
Balance at 31 December 2025										-

Depreciation and impairment provisions
Balance at 1 January 2024										342
Depreciation for the year										(342)
Effects of movements in exchange rates										-
Balance at 31 December 2024										-

Balance at 1 January 2025										-
Depreciation for the year										-
Effect of movements in exchange rates										-
Balance at 31 December 2025										-

Carrying amounts
At 31 December 2024										-
At 31 December 2025										-

Depreciation is recognised within administrative expenses.

Intangible assets – Group

											Exploration rights and development £’000

Cost
Balance at 1 January 2024											3,464
Purchases											146
Effect of movement in exchange rates											47
Balance at 31 December 2024											3,657

Balance at 1 January 2025								3,657
Purchases								-
Disposals								(22)
Effect of movements in exchange rates								(190)
Balance at 31 December 2025								3,445

Amortisation and impairment losses
Balance at 1 January 2024									60
Amortisation charge									22
Effect of movements in exchange rates									1
Balance at 31 December 2024									83

Balance at 1 January 2025								83
Amortisation charge								51
Impairment								2,800
Effect of movements in exchange rates								(6)
Balance at 31 December 2025								2,928

Carrying amounts
At 31 December 2023									3,404
At 31 December 2024									3,574
At 31 December 2025									517

The carrying value of the prospecting and exploration rights and development is supported by the estimated resource and current market values. The Group tests intangible assets for impairment annually. As a result, intangible assets have been impaired by £2,800,000 at 31 December 2025.

Amortisation is recognised within administrative expenses.

Investments in subsidiaries and associates

Company – subsidiaries		2025 £’000		2024 £’000
	Equity investments
	Balance at beginning of year		2,761	2,594
	Impairment		(2,761)
	Additions – Increased investment in Falcon Isle Resources LLC		-	167
	Balance at 31 December:		-	2,761

Country of

Ownership interest

Activity

incorporation

2025

2024

Directly

Southern Iron Limited

Investment

Guernsey

100%

Falcon Isle Resources Corp

Mining

USA

100%

Keras US LLC

Holding company

USA

100%

Utah Phosphate

Dormant

England

100%

N/A

Indirectly

Falcon Isle Holdings LLC

Holding company

USA

100%

Registered offices of subsidiary companies are:

Southern Iron Limited, 1st Floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey
Falcon Isle Resources Corp, Falcon Isle Holdings LLC and Keras US LLC, 50 West Broadway Suite 300, Salt Lake City, Utah 84101‎‎, USA
Utah Phosphate Limited, 27 Waterden Road, Guildford, GU1 2AZ

The interest in Falcon Isle was acquired for nominal consideration under a binding heads of terms dated 28 July 2020. Under this agreement the Company agreed to provide US$2.5m in loans to Falcon Isle payable in agreed tranches. Falcon Isle is the 100% owner of the Diamond Creek phosphate mine located in in Utah (USA) which is a fully permitted, high grade direct shipping ore organic phosphate operating mine.

At 30 September 2020 the Company had advanced US$ 1.9m to Falcon Isle, resulting in an equity interest of 40% and bringing the cost of the investment in the associate to £1,626,000.

On 31 December 2020 the Company advanced the balance of US$0.6m and its equity interest has increased to a controlling interest of 51%.

The initial acquisitions were accounted for under the equity method of accounting but upon achieving control on 31 December 2020, the acquisition method of accounting has been applied.

The investment in associate was revalued prior to acquisition to fair value based on the price paid to acquire the additional 11% shareholding. Under IFRS 3, on acquisition of the controlling stake, the Group remeasured its original 40% investment in Falcon Isle. This led to a loss on change of ownership of £363,000 being recognised in the Consolidated Statement of Comprehensive Income.

On acquisition the non-controlling interest, valued based upon net assets at acquisition, was valued at £645,000. No goodwill has arisen from the acquisition.

On 29 March 2022, the Company agreed to acquire the outstanding 49% equity interest in Falcon Isle for consideration of US$1,383,473 and loans totalling US$1,816,527 made by the vendor to Falcon `Isle, for total consideration of US$3.2 million, payable in four annual tranches of US$800,000 commencing on 1July 2022 and as such the deferred consideration and loan due to the vendor has been discounted at 12% with the discount being applied against the investment in full. This discount had been fully unwound at 31 December 2024. The non-controlling interest was eliminated against the consideration with the remaining balance of £199,311 transferred to retained earnings.

The cashflow impact of this acquisition for years ended 31 December 2024 and 2025, are the third and fourth instalments of US$800,000 each. The fourth and final instalment of US$800,000 was paid on 1 July 2025.

Group - Associated Company

50% interest in Phosul Utah LLC, incorporated in Utah, USA.

		2025 £’000	2024 £’000
50% equity interest at cost	296			191
Share of post-acquisition losses		(296)	(132)
Exchange translation		-	(2)
		-	57

Loans

Company - current

	2025 £‘000	2024 £‘000
Balance at beginning of year	2,814	2,781
Net funds advanced to (repaid by) subsidiaries	(223)	33
Impairment of loans	(1,139)	-
Balance at 31 December	1,452	2,814

All loans to subsidiaries are currently unsecured and interest free and repayable on demand.

Inventories

			2025 £’000		2024 £’000
Phosphate, including processed material held for sale		482		532
	482				532

Trade and other receivables

Group

	2025 £‘000	2024 £‘000
Trade receivables	512	237
Other receivables	68	74
Prepayments	11	8
	591	319

Company

	2025 £‘000	2024 £‘000
Trade receivables Other receivables	203 -	251 2
Prepayments	10	8
	213	261

Other receivables are stated at their nominal value less allowances for non-recoverability.

The Group and Company’s exposure to credit and currency risk is disclosed in note 27. Trade receivables are net of a provision for bad debts of £nil (2024: £nil). No bad debt expense has been recognised in the current or prior years.

21.Retirement benefit schemes

Defined contribution schemes

2025

£‘000

2024

£‘000

Charge to profit or loss in respect of defined contribution schemes

The Group previously operated a defined contribution pension scheme for qualifying employees which has been discontinued. The assets of the scheme were held separately from those of the Group in an independently administered fund.

At the year end, an amount of £nil (2024 - £1,919) was held in trade and other payables in respect of accrued unpaid pension contributions.

Capital and reserves

Share capital

Number of ordinary shares

In issue at beginning of year

Issued to settle payables/for cash

2025

Shares of 1p each

95,397,177

61,475,877

2024

Shares of 1p each

80,097,177

15,300,000

In issue at 31 December - fully paid

156,873,054

95,397,177

All ordinary shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at general meetings of the Company.

Issues of ordinary shares

On 7 April 2025, 1,278,515 ordinary shares were issued at 1.4681 pence per share to settle payables of £19,000, 1,816,836 ordinary shares were issued at the same price to R Lamming to settle outstanding fees of £27,000 and 523,383 ordinary shares were issued at the same rate to B Moritz in respect of Company liabilities settled personally by him of £7,728.

On 14 August 2025, 53,571,429 ordinary shares were issued for cash consideration of £750,000 at 1.4p per shares, including shares issued under an open offer to shareholders, and 4,285,714 ordinary shares were issued at the same price to R Lamming to settle outstanding fees of £60,000.

Other reserves

Share option reserve

All share options previously issued have either lapsed or been waived. The balance of the share option/warrant reserve, which comprised the cumulative entries made to the consolidated statement of comprehensive income in respect of equity-settled share-based payments, has been transferred to retained earnings.

Exchange reserve

The exchange reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

Convertible loan note reserve

The convertible loan reserve comprises the part of the Convertible Loan Notes in issue at 31 December 2025, which is calculated to be equity, as set out in Note 26.

Earnings per share

Basic and diluted earnings/(loss) per share

The calculation of basic earnings/(loss) per share at 31 December 2025 is based on the following (loss)/profit attributable to ordinary shareholders and a weighted average number of ordinary shares in issue.

Loss attributable to ordinary shareholders (£)

	2025	2024
Continuing operations	(3,280,000)	(737,000)
Loss attributable to ordinary shareholders	(3.280,000)	(737,000)

Basic weighted average number of ordinary shares

	2025	2024
Issued ordinary shares at beginning of year	95,397,177	80,097,177
Effect of shares issued	24,680,397	2,936,712
Weighted average number of ordinary shares	120,077,574	83,033,889

Share-based payments

	Number of share options		Average exercise price
	2025	2024	2025	2024
			Pence	Pence
Outstanding at 1 January	1,900,000	1,300,000		16
Issued in year	-	600,000		4
Lapsed or waived in the year	(1,900,000)	-
Outstanding at 31 December	-	1,900,000	N/A	16

Exercisable at 31 December	-	1,900,000	N/A	16

All share options previously in issue had lapsed at 31 December 2025, or, in the case of options issued to R Lamming, the rights had been waived.

Trade and other payables

Group - Current

	2025 £‘000	2024 £‘000
Trade payables	292	404
Accrued expenses	182	118
Other payables	171	44
Short term loan	112	-
Deferred consideration to previous minority shareholder in subsidiary company	-	639
	757	1,205

Group – Non-Current

2025

£‘000

2024

£‘000

Convertible loans and Promissory notes repayable 2028 (see Note 26)

2,023

1,997

2,023

1,997

Company - Current

	2025 £‘000	2024 £‘000
Trade payables	54	98
Accrued expenses	79	76
Other payables	171	30
Deferred consideration to previous minority shareholder in subsidiary company	-	639
	304	843

Company – Non-Current

	2025 £‘000		2024 £‘000

Convertible loan notes repayable 2028 (see note 26)		858		813
		858		813

There is no material difference between the fair value of trade and other payables and accruals and their book value. The Group’s and Company’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 27.

Deferred consideration and loans to previous minority shareholders relates to the acquisition of the outstanding 49% equity interest in Falcon Isle and loans totalling US$1,816,527 made by the vendor to Falcon Isle, for total consideration of US$3.2 million, payable in four annual tranches of US$800,000 commencing on 1 July 2022 and as such the deferred consideration and loans to previous minority shareholders has been discounted at 12%. During the prior year, unwinding of £156,000 was recognised as a finance cost in the statement of profit or loss.

Loans and borrowings

Group – Non-Current

		2025 £‘000	2024 £‘000
Promissory notes, repayable 2028 US$350,000 7% secured notes	i	260	280
US$762,500 8% unsecured notes	ii	567	609
Interest free loan repayable 2029		338	295
Convertible loan notes, repayable 2028 £300,000 7% notes	iii	281	281
£597,500 4% notes	iv	501	501
Rolled up interest		76	31
		2,023	1,997

Company – Non-Current

		2025 £‘000	2024 £‘000
Convertible loan notes, repayable 2028 £300,000 7% notes	iii	281	281
£597,500 4% notes	iv	501	501
Rolled up interest		76	31

		858	813

On 22 January 2024, a secured 4-year promissory note of US$350,000 was issued by Falcon Isle. The note carries 7% interest and is repayable after 4 years. Falcon Isle has the right to repay it, without penalty, after 2 years. Interest is payable annually.

On 28 May 2024, unsecured 4-year promissory notes totalling USUS$762,500 were issued by Falcon Isle. The notes carry 8% interest and are repayable after 4 years. Falcon Isle has the right to repay them, without penalty, after 2 years. Interest is payable annually.

On 22 January 2024, a 4-year convertible loan of £300,000 was issued by the Company. It carries interest at 7% per annum and is convertible into ordinary shares of £0.01p at a conversion price of £0.04 per share. The loan note may be converted at any time by notice given by the holder, interest will be rolled up and included with the amount being converted or paid at the end of the 4-year loan period if not converted. The equity portion of the loan is computed as £19,439 using market interest rate of 9.0%, recorded within statement of changes in equity. Notwithstanding this, if not converted the loan note is repayable at its nominal value of £300,000 if not converted.

On 28 May 2024, 4-year convertible loan notes totalling £597,805 were issued by the Company. They carry interest at 4% per annum and are convertible into ordinary shares of £0.01p at a conversation price of £0.0275 per share. The loan notes may be converted at any time by notice given by the holders; interest will be compounded annually and included with the amount being converted or paid at the end of the 4-year loan period if not converted. The equity portion of the loan is computed as £96,836 using market interest rate of 9.0%, recorded within statement of changes in equity. Notwithstanding this, if not converted the loan note is repayable at its nominal value of £597,805 if not converted.

In addition, in June 2025 the Company issued Zero-Coupon Convertible Loan Notes for £750,000. Of this amount, £150,782 is disclosed as a current liability and £599,218 was converted to Ordinary Shares on 14 August 2025 at a price of 1.4p per share, and is included in Convertible Loan Note Reserves at 30 June 2025.

Financial instruments

Financial risk management

The Group’s operations expose it to a variety of financial risks that include liquidity risk. The Group has in place a risk management programme that seeks to limit the adverse effect of such risks on its financial performance.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows.

Group

	Financial assets at amortised cost
	Carrying amount
Credit risk	2025 £‘000	2024 £‘000
Trade and other receivables	591	319
Cash and cash equivalents	153	249
	744	568

Expected credit loss assessment


	Balance	Expected loss rate %	Loss allowance
Trade receivables	£’000		£’000
Current	22	-	-
1-30 days overdue	81	-	-
31-60 days overdue	12	-	-
61-90 days overdue	11	-	-
Over 90 days overdue	386	-	-
	512		-

The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

The Group reviews its facilities regularly to ensure it has adequate funds for operations and expansion plans.

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

Group

2025

	Carrying amount £’000	Contractual cash flows £’000	3 months or less £‘000	3-12 months £‘000	2-5 years £’000
Non-derivative financial assets
Inventory	482	482	482	-	-
Trade and other receivables	591	591	591	-	-
Cash and cash equivalents	153	153	153	-	-
	1,226	1,226	1,226	-	-
Non-derivative financial liabilities
Trade and other payables	2,780	3,021	755	1,133	1,133
	2,780	3,021	755	1,133	1,133

Liquidity gap	(1,554)	(1,795)	471	(1,133)	(1,133)

Group

2024

	Carrying amount £’000		Contractual cash flows £’000		2 months or less £‘000		2-12 months £‘000		2-5 years £’000
Non-derivative financial assets
Inventory	532		532		532		-		-
Trade and other receivables	319		319		319		-		-
Cash and cash equivalents	249		249		249		-		-
	1,100		1,100		1,100		-		-
Non-derivative financial liabilities
Trade and other payables		3,202		3,478		873		1,302		1,302
	3,202		3,478		873		1,302		1,302

Liquidity gap	(2,102)		(2,378)		227		(1,302)		(1,302)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk

The Group is exposed to foreign currency risk on purchases that are denominated in currencies other than GBP. The currencies giving rise to this risk are primarily the US dollar.

The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

	GBP £’000	USD £’000

Cash and cash equivalents	36	117
Trade and other receivables	16	580
Trade and other payables	(304)	(453)
Loans	(858)	(1,165)
	(1,110)	(921)

Fair values

The fair values of financial instruments such as trade and other receivables/payables are substantially equivalent to carrying amounts reflected in the balance sheet.

Capital management

The Group’s objective when managing capital is to safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining a sufficient level of funds, in order to support continued operations.

The Group considers its capital to be total shareholders’ equity which at 31 December 2025 for the Group totalled £424,000 (2024: £2,951,000) and for the Company totalled £539,000 (2024: £4,247,000).

Related parties

The Group’s related parties include its key management personnel, substantial shareholders and others as described below.

With the exception of US$650,000, all the subscriptions for Promissory Notes (US$1,012,500) and Convertible Loan Notes (£897,805) as set out in Note 26 were made by related parties. Each of Russell Lamming and Graham Stacey, directors of the Company, subscribed US$100,000, divided equally between Unsecured Promissory Notes and 4% Convertible Loan Notes. The balance was subscribed by Christopher Grosso, a substantial Shareholder, and the Diane H. Grosso Credit Shelter Trust, an associated party of Christopher Grosso. These subscriptions were made in 2024, but the liability remains outstanding at 31 December 2025.

Christopher Grosso and Joseph Carbone, substantial shareholders, subscribed in equal amounts for £750,000 of zero coupon convertible loan notes in June 2025. Of that amount £599,218 was converted to Ordinary Shares in August 2025 and £150,782 remained to be repaid at 31 December 2025.

In addition, Christopher Grosso advanced US$150,000 to FIR by way of an unsecured interest free loan, which remained outstanding at 31 December 2025.

Russell Lamming, a Director, was issued new Ordinary Shares to the value of £27,000 in April 2025 and a further £60,000 in August 2025 in settlement of amounts due to him.

Brian Moritz, a Director, personally settled £7,728 of liabilities of the Company during 2024. This amount was capitalised into Ordinary Shares in April 2025. In addition, he subscribed £7,000 for new Ordinary Shares under the Open Offer to Shareholders in August 2025

Other related party transactions

During the financial year the Group recorded sales to its associate, Phosul Utah LLC, totalling £441,363 (US$573,000). At 31 December 2025 the outstanding trade receivable balance due from Phosul Utah LLC was £398,568 (US$535,875).

Transactions with Group companies

The Company had the following related party balances from financing activities:

2025

£’000

2024

£’000

Southern Iron Limited

- Loans and receivables (interest free)

Falcon Isle Resources LLC

- Loans and receivables (interest free)

2,798

2,794

Subsequent events

On 12 September 2026 the Company entered into a conditional agreement with Swatech Mineral Processors (Pty) Limited to acquire 51% of the issued share capital of Cornerstone Mining (Pty) Limited, a company registered in Namibia. Cornerstone, a copper exploration and mining company, will be the holder of two Exclusive Prospecting Licences (“EPLs”) in the vicinity of Opuwo in northwestern Namibia. Cornerstone will also own certain mining claims situated within the EPLs.

The initial consideration for the acquisition comprises:

> US$1m in cash, payable in two tranches of US$500,000, the second of which is payable on completion; and

> 18 million Ordinary Shares in the Company credited as fully paid.

In addition, Swatech will be issued with up to a further 46 million Ordinary Shares on the achievement of certain milestones based on production and confirmation of mineral resources.

Keras has agreed to provide loans to Cornerstone of US$2m to be spent on exploration and development of the EPLs. Keras will have the option to acquire a further 19% of Cornerstone for consideration of US$1m, increasing the percentage owned to 70%.

Swatech will retain a gross revenue royalty of 5% on Cornerstone’s sales up to a maximum of US$5 million.

On 12 September 2026 the Company agreed to sell the whole of its interest in FIR to Christopher Grosso and Joseph Carbone (“Purchasers”), who are substantial shareholders in the Company. The consideration for the sale is:

US$ 1 million in cash payable on completion; and

the cancellation of Convertible Loan Notes held by the Purchasers and the Diane H Gosso Credit Shelter Trust totalling £820,000, plus all rolled up interest accrued on the Notes. At 31 December 2025 such rolled up interest totalled £71,000.

The Company will also receive a royalty of US$10 per long ton on all future sales made by FIR.

The sale is conditional on the approval of the transaction by an Ordinary resolution at a General Meeting of the Company, with the Purchasers not voting.

On 12 September 2026 the Company entered into subscription agreements to raise

£1,700,000 by the issue of 85,000,000 Ordinary Shares at a price of 2p per share. Of these

Ordinary Shares, 45,000,000 are being allotted immediately and the issue of 40,000,000

is conditional on approval of the requisite authority at the Annual General Meeting.

For further information please visit www.kerasplc.com, follow us on X (formerly Twitter) @kerasplc or contact the following:

Russell Lamming

Keras Resources plc

[email protected]

Nominated Adviser & Broker

Jen Clarke / Ewan Leggat

Investor Relations

Hugo de Salis

SP Angel Corporate Finance LLP

Lepanto Consulting Ltd

+44 (0) 20 3470 0470

+44 (0) 7967 496 863

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END

FR GPUAGBUPQGRW

TIDM	KRS
Share Price	1.76p-5.56%
Market Cap	£1.68m

Date	14 Sept 2026
Time	07:00:09
Category	Results
ID	5368U

TIDM	KRS
Share Price	1.76p-5.56%
Market Cap	£1.68m

Date	14 Sept 2026
Time	07:00:09
Category	Results
ID	5368U

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Company Information

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Company Information

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Final Results for the year ended 31 December 2025