AUDIT COMMITTEE REPORT

 

Aims of the Audit Committee

The principal purpose of the Audit Committee is to assist the Board in discharging its duties regarding corporate governance, the financial statements, to ensure that a robust framework of accounting policies is in place and enacted, and to oversee the maintenance of proper internal financial controls and risk management. The Committee monitors the integrity of the Financial Statements of the Interim and Annual Reports and formal announcements relating to the Group's financial performance, including advising the Board that the Annual Report taken, as a whole, is fair, balanced and understandable.

 

The Committee reviews, in conjunction with the Group's auditors and management, significant financial reporting issues, key judgements and accounting policies and disclosures in financial reports, reviews the effectiveness of the Group's internal control procedures and risk management systems and considers how the Group's internal audit requirements shall be satisfied, making recommendations to the Board. It reviews the independent auditor's audit strategy and implementation plan, challenges the auditors over key accounting and audit areas and its findings in relation to the Annual Report and Interim Financial Statements. It monitors the relationship with the Group's independent auditor including the consideration of audit fees and independence.

 

Membership and attendance

The Audit Committee consisted of myself, Andrew Chubb, as the Chair, together with two other Non-Executive Directors.

 

The Committee aims to formally meet at least twice each year. The external audit team and the Chief Financial Officer ("CFO") are invited to attend meetings of the Committee, and I am satisfied that we were presented with high quality and accurate materials, and in a timely manner.

 

The external auditors and the CFO attended all committee meetings held during the year.

 

Key responsibilities

The main responsibilities of the Audit Committee are contained within its terms of reference that have been approved by the Board and are available on our website. The terms of reference and the key responsibilities of the Audit Committee are set out below:

·          Maintain the integrity of the annual and interim financial statements of the Company and review any significant reporting matters they contain;

·          Review the Annual Report and Accounts and other financial reports;

·          Maintain the accuracy and fairness of the Company's financial statements, including through ensuring compliance with applicable accounting standards and the AIM Rules;

·          Review the adequacy and effectiveness of the Company's internal control environment and risk management systems;

·           Review the adequacy and effectiveness of the Company's Whistleblowing policies;

·           To consider the need for, and to oversee, internal audit activities; and

·          Oversee the relationship with, and the remuneration of, the external auditor, reviewing their performance and advising the Board members on their appointment.

 

Activities of the Audit Committee during the year

During FY2025, the Group expanded into a new jurisdiction, Nicaragua, requiring new procedures, protocols and risk management controls to be introduced. On behalf of the Board, the Audit Committee has closely monitored the introduction and maintenance of internal controls and risk management during the year, and this process has been a key focus of both the Group, the Audit Committee and the Board. Key financial risks are reported during each Board and Audit Committee meeting, including developments and progress made towards mitigating these risks.

 

 

 

The Committee received regular reports from the CFO throughout the year and was satisfied with the effectiveness of internal controls and risk mitigation. The Committee also received and considered reports from the external auditor, PKF Littlejohn LLP ("PKF"), which included control findings relevant to their audit.

 

Significant reporting matters

The Audit Committee has reviewed management's assessment of critical accounting judgements and key sources of estimating uncertainty disclosed in note 2.

 

As part of the review, the Committee considered whether:

·           There are any material or sensitive omissions from the Annual Report narrative;

·           The Annual Report narrative is a true and balanced reflection of events and performance in the year;

·           There is consistency throughout the Annual Report and Financial Statements; and

·           There is a clear explanation of key performance indicators, their link to performance and strategy and equal prominence of statutory performance measures.

 

The Committee is satisfied that management and the Auditors have considered these matters appropriately and that a reasonable conclusion has been reached, and appropriate disclosure made, based on the information available to the Group. The Committee is not aware of any significant failings or weaknesses in the Company's existing system of internal controls. The Committee has determined that an internal audit function is not necessary for the Company in the context of the Company's current level of complexity of its operations.

 

Going concern

The Directors consider the continuing strong operating and financial performance of the Group, combined with its existing cash holdings, provides ample evidence that there currently is no material uncertainty surrounding the Company and the Group's ability to continue as a going concern, and in particular, to fund its construction and development activities in Nicaragua. The Company remained debt free at year-end.

 

Accordingly, the Company and Group financial statements are prepared on a going concern basis. Further detail regarding the reasoning behind this conclusion can be found in the Directors' Report on page 42.

 

External audit

The Audit Committee considers various matters when reviewing the appointment of an external auditor including their performance in conducting the audit and its scope, terms of engagement including remuneration and their independence and objectivity. Details of auditor's fees are included in the notes to the financial statements.

 

PKF was re-appointed as Group and Company auditor at the Company AGM in June 2025. The Audit Committee has confirmed it is satisfied with PKF's industry experience, knowledge of the Company and its effectiveness as external auditor. PKF does not provide any non-audit services to the Group or the Company. The Audit Committee has recommended the reappointment of PKF at the forthcoming annual general meeting.

 

The year ahead

Following the Group's expansion into Nicaragua in FY2025, the Audit Committee will continue to focus on ensuring that a robust framework of internal controls and risk management exists throughout the entire Group. In particular, the Audit Committee in conjunction with the executive management of the Company will continue to develop reporting procedures, construction cost and schedule monitoring, controls and risk management in Nicaragua as the La India moves through construction into its production phase. Financial disclosures and risk management will continue to be closely monitored, and any potential risks mitigated where appropriate.

 

The Audit Committee will also continue its close dialogue with the Company's external auditors, highlighting any emerging financial risks or matters facing the Company throughout the coming year and ensuring that the Company's financial reporting mechanisms continue to be constantly updated in line with best practice and subjected to scrutiny and challenge.

 

Andrew Chubb, Chair of the Audit Committee        

21 May 2026

 

REMUNERATION COMMITTEE REPORT

 

Aims of the Remuneration Committee

The Committee's overall aim is to align employee remuneration with the successful delivery of long-term shareholder value by rewarding performance and providing appropriate incentives. Our core principles that enable us to achieve this goal are:

1. To offer competitive remuneration to executive management that attracts, retains and motivates highly skilled individuals;

2. To align remuneration packages with performance-related metrics that mirror our short and long-term business strategies; and

3. To encourage accountability in the workplace and link reward with success.

 

The Group currently operates the following remuneration framework:

·   Annual salary and associated benefits;

·   Annual discretionary bonuses that are granted following the Committee's assessment of performance against certain key business indicators; and

·   Long-term incentive programme ("LTIP") equity awards.

 

Membership and attendance

The Remuneration Committee consisted of myself, Tim Livesey, as the Chair, together with two other Non-Executive Directors. The Committee aims to formally meet at least twice each year. The Committee formally met five times in FY2025.

 

No Director is involved in any decisions relating to their own remuneration. None of the Committee has any personal financial interest, conflicts of interests arising from cross-directorships, or day-to-day involvement in running the business.

 

Terms of reference

The terms of reference of the Remuneration Committee, that have been approved by the Board and are available on our website, are set out below:

·          Determine and propose to the Board the Company's overall remuneration policy and monitor the efficacy of the policy on an ongoing basis;

·          Determine and propose to the Board the remuneration of the Executive Directors and senior management;

·          Determine the objectives and headline targets for any performance-related bonus or incentive schemes;

·           Monitor, review and approve the remuneration framework for other senior employees; and,

·          Review and approve any termination payment, such that these are appropriate for both the individual and the Company.

 

Executive remuneration package and service contracts

During FY2025 the committee commissioned an independent peer review of the CEO and CFO remuneration packages. There was no change to the CEO's base remuneration and a modest increase to the CFO's base salary remuneration component. There have been no material changes to other executive remuneration packages during the year.

 

The Group's remuneration framework includes payment of an annual salary and an annual short term bonus. Further, in February 2025 an LTIP was awarded to executives after protracted negotiations with the previous Group lenders were finalised. Executives are provided with life assurance cover equivalent to two times their base salary (capped at £500,000). There are no pension/superannuation schemes in place for executives or non-executive directors. Termination of executive contracts are subject to a twelve month notice period or an in lieu base salary termination payment.

 

Management Incentive Programme ("MIP") - 2025 Performance

The CEO and other senior executives are eligible to participate in a MIP. The MIP awards an annual short-term bonus based on performance achieved against pre-determined key performance indicators ("KPIs"). The CEO is measured against the corporate KPIs while each senior executive has a portion of their bonus judged against personal KPI measures adjusted as appropriate to their role within the Group.

 

The following table details the corporate KPIs adopted by the Committee in its assessment of the Group's performance which were applied to FY2025.

 

Performance indicator	2025 Rating	2025 Performance
Environmental/Safety/Health and compliance	Award threshold achieved	One LTI recorded in the Philippines, none in Nicaragua; no material environmental/licensing incidents
Free cash generated before debt principal/interest/fees	Maximum target achieved	Free cash generated exceeded budget
La India gold project construction	Standard target achieved	Construction on schedule and on budget
Total expenditure v budget	Standard target achieved	Actual spend approximated budget
Dupax project development	Award threshold not achieved	Tenement awarded however the initial drill programme was unsuccessful

 

Glossary:

KPI - Key performance indicator; LTI - Lost time injury

 

Of the total MIP bonus, 15% is satisfied by an issue of new Ordinary Shares, at an issue price equal to the 14-day VWAP market value following the date the MIP bonus was recommended by the Remuneration Committee.

 

In March 2026, the Company issued 1,182,210 new Ordinary Shares to executives as part of the 2025 MIP bonus award.

 

Non-executive director remuneration

All non-executive directors are appointed under a letter of engagement that sets out the terms, responsibilities and remuneration attaching to their appointment. The remuneration of non-executive directors is determined by the full board. All non-executive directors participated in the LTIP option issue during the year.

 

Director remuneration

The Directors' remuneration for the year was as follows:

Year ended 31 December 2025	Fees/salary US$	Short-term cash performance bonus US$	Share- based payments - (Short and long term non-cash awards) US$	Total US$
Darren Bowden1 Executive director/CEO	801,016	1,160,121	12,136,073	14,097,210
Steven Smith2 Chairman & non-executive director	109,109	-	915,641	1,024,750
Tim Livesey1 Independent non-executive director	88,279	-	177,486	265,765
Andrew Chubb Non-executive director	79,352	-	177,486	256,838
David Cather Independent non-executive director	79,352	-	177,486	256,838
Rob Marshall Non-executive director	79,352	-	215,808	295,160
Nick von Schrinding Independent Chairman (resigned 21 March 2025)	89,271	-	89,916	179,187
Total	1,325,731	1,160,121	13,889,896	16,375,748

 

Year ended 31 December 2024
Darren Bowden1 Executive director/CEO	800,917	751,703	-	1,552,620
Nick von Schrinding Independent Chairman	91,565	-	121,703	213,268
Steven Smith2 Interim Chairman & non-executive director	394,771	-	-	394,771
Tim Livesey1 Independent non-executive director	95,257	-	5,371	100,628
Andrew Chubb Non-executive director	70,324	-	-	70,324
David Cather Independent non-executive director (appointed 1 November 2024)	12,786	-	-	12,786
Rob Marshall Non-executive director (appointed 1 November 2024)	12,786	-	-	12,786
Guy Walker Non-executive director (resigned 3 September 2024)	47,857	-	-	47,857
Total	1,526,263	751,703	127,075	2,405,040

 

Notes:

¹ Includes consulting fees paid to private consulting companies.

² Fees paid in accordance with a Services Agreements between the Company and MTL (Luxembourg) Sarl/Candy Investments Sarl.

 

No element of the Directors' remuneration (other than options and shares issued as part of the LTIP and MIP bonus) is currently related to the Company's future share price.

 

Director interests in shares

As at FY2025 year end, Directors' interests in Ordinary Shares in the Company were:

Director	Opening balance	Acquired during year	Disposed during the year	Closing balance
Darren Bowden	8,257,355	191,051,895	-	199,309,250
David Cather	6,600,000	500,000	-	7,100,000
Andrew Chubb	4,100,000	564,901	-	4,664,901
Tim Livesey	6,600,000	-	(2,500,000)	4,100,000
Rob Marshall	7,820,928	827,314	-	8,648,242

 

Director interests in options

Directors' beneficial interests in unissued ordinary shares granted by the Company under share options as at FY2025 year-end are as follows:

Director	Option expiry date and exercise price	Opening balance	Issued during year	Exercised during the year	Options held at year end
Steven Smith Chairman & non-executive director	On or before 25 June 2032 at nominal share value	-	6,600,000	-	6,600,000
Andrew Chubb Non-executive director	On or before 7 February 2032 at nominal share value	-	4,000,000	-	4,000,000
Tim Livesey Independent non-executive director	On or before 7 February 2032 at nominal share value	-	4,000,000	-	4,000,000
David Cather Independent non-executive director	On or before 7 February 2032 at nominal share value	-	4,000,000	-	4,000,000
Robert Marshall Independent non-executive director	On or before 25 June 2032 at nominal share value	-	4,000,000	-	4,000,000
Darren Bowden CEO	On or before 7 February 2032 at nominal share value	-	180,000,000	180,000,000	-
Darren Bowden CEO	On or before 27 August 2031 at nominal share value	9,500,000	-	-	9,500,000

 

The relevant Non-Executive Directors' independence is not considered to be compromised due to holding these options as the level of share options are deemed to be sufficiently immaterial.

Long-term Incentives

The full and final settlement of all debt issues in June 2024 removed the operational covenants within the Group's historical debt documents that required lender approval of any equity incentive schemes. Thus, the Company, in August 2024, was able to establish a LTIP to align directors and senior management with shareholders' interests, while providing operational flexibility to pursue strategic opportunities to grow the Group's activities. Due to restrictions on issuing these options arising from ongoing corporate matters, the LTIP options were finally issued in February 2025. Subsequent LTIP options were issued to two further non-executive directors to fully align all the board with the Company's aspirations.

 

The year ahead

The Committee aims to ensure that the quantum and structure of remuneration at Board and senior management levels continue to be appropriate for the roles and responsibilities, including with regard to any succession planning activities. During FY2026 an independent third party will advise the Company on its executive remuneration and its incentive structures with the aim to adopt policies commiserate with the Company's peers and reflective of its stage of development.

The annual discretionary bonus corporate KPIs for FY2026 will focus the Group completing the construction of the La India gold mine, on time and on budget, maintaining strong cash flow from Runruno to fund the La India construction, combined with the need to source additional near development projects, particularly in the Philippines to leverage off the in-country expertise and human resources as an integral element of planning for the end of mining activities at Runruno.

 

 

Tim Livesey, Chair of the Remuneration Committee

21 May 2026

 

SUSTAINABILITY REPORT

 

The Group publishes an annual in-depth sustainability report covering its Philippine operations. In April 2026, a sustainability report covering the activities and outcomes for the 2025 calendar year, titled 'Beyond the Gold' was issued. Shareholders are recommended to access this report, and sustainability reports covering previous periods from the Company website at  https://metalsexploration.com/esg/esg-overview/.

The reports are prepared in accordance with the Global Reporting Initiative (GRI) Standards and provides stakeholders with a transparent account and comprehensive information on our sustainability performance and governance and climate-risk related disclosures. With construction of the La India project in Nicaragua underway this level of reporting is not yet available, however, protocols will be introduced to enable the Group to report on how it deals with these matters in its Nicaraguan operations once it commences commercial production.

RISK MANAGEMENT

The Group's Code of Conduct enumerates its ethics. Operational procedural standards, aligned with legal requirements, have been established for all activities we undertake. Philippine operations are certified with ISO 14001:2015 compliance and the Group is a member of the Chamber of Mines of the Philippines "Towards Sustainable Mining" initiative. Risk management protocols that reflect the standards maintained in the Philippines have been introduced in Nicaragua. The reporting of any infractions, particularly on safety concerns and potential environmental non-compliance, is participatory and cuts across all employees regardless of position.

COMMUNITY AND SOCIAL DEVELOPMENT

The Group is committed to enriching the lives of local communities that are impacted by its operations and promote the participation of local community and public institutions.

In the Philippines, the Group allocates 1.5% of direct mining and processing costs to be applied in its Social Development and Management Program ("SDMP"). Through the SDMP the Group partners with local communities to identify and implement impactful socio-economic programmes that drive sustainable development in our host and neighbouring areas. Implementation of the SDMP passes through a series of community consultations to identify appropriate socio-economic programmes. The Group's SDMP programmes are focused on:

·     Health;

·     Education;

·     Capacity building;

·     Community development and empowerment;

·     Enterprise development, improvement and networking;

·     Infrastructure development; and

·     Preservation and respect of socio-cultural values.

Total Philippine community programme expenditure for FY2025 was US$2.0 million (2024: US$1.9 million). The reach of the programmes extends to assist the residents of the Barangay of Runruno and surrounding Barangays, the Municipality of Quezon and the Province of Nueva Vizcaya.

The Community Relations Department, the community interface arm of the Group, maintains strong partnerships with various national agencies and local governments from Barangay to Provincial level. They are primarily engaged in managing the implementation of identified and prioritised projects within the mandated SDMP and other programmes under them as a component of the Group's commitment to its Corporate Social Responsibility ("CSR").

In Nicaragua, the Group already has significant community support programmes in place. It is working with communities across local municipalities, strengthening the business-community link and contributing to the social and economic development of the region.  Financial contributions have been combined with the creation of local programmes focused on access to drinking water, strengthening the local economy, providing community training, promoting environmental sustainability and developing community communication.  The Group's initiatives have included:

·     Supporting local infrastructure:  Built a new community fire station and enhanced local roads.

·     Access to safe water: Launch of the Fresh Water Programme and with a water treatment plant distributed more than 30,000 bottles of potable water.

·     Revitalisation of the local economy: Promotion of entrepreneurship through access to community credit, capacity building and technical support, directly benefiting local entrepreneurs and promoting economic inclusion.

·     Job creation and economic growth: Prioritisation of local labour during the construction phase and procurement from local businesses; combined with implementation of technical training programmes and trade courses.

·     Environmental awareness and management: Collection of plastic and electronic waste, along with environmental awareness actions that promote sustainable practices in communities.

·     Prioritisation of community relations: Active community engagement and participation, including within the established Information Office, providing transparent dialogue.

Significant progress has been achieved since the acquisition of La India, demonstrating the Group's commitment to sustainability, inclusive development and the well-being of the communities where it operates.

Total Nicaraguan community programme expenditure for FY2025 was US$331,000. Once the La India project is in production the Group will formalise the financial commitments it expects to provide to support local communities.

ANTI-SLAVERY AND HUMAN TRAFFICKING

Our anti-slavery policy reflects our commitment to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to ensure slavery and human trafficking are not taking place anywhere in our supply chains. Our Company abides by various legislation and frameworks, including the UK Modern Slavery Act 2015, the Philippine Anti-discrimination Act of 2011, Republic Act 7877, the Philippine Anti-Sexual Harassment Act of 1995, the Nicaragua Anti-Trafficking in Persons Act (2015), the Nicaragua Code of Childhood and Adolescence, and the United Nations Guiding Principles on Business and Human Rights.

SAFETY AND HEALTH

A safety and health programme is created each year to establish a robust foundation for the implementation of measures that prioritise the well-being and protection of workers. This ensures that workers are provided with a just, safe, and humane working environment. It is updated annually to ensure that the programme remains up-to-date and sufficiently addresses the evolving hazards and risks of the operations.

 

The Group suffered its first LTI in the Philippines since December 2016 when on 30 March 2025 an employee suffered burns that required hospital treatment. This employee made a full recovery and returned to work in Q2 2025. Since March 2025 the Group has not suffered from a further LTI. Prior to that the Company had accumulated more than 25 million man-hours with no lost time incidents. A safe working culture is actively promoted by a dedicated occupational safety and health department.

 

In Nicaragua, the operation has not recorded any LTIs, achieving the milestone of more than 1,000,000 man-hours worked without a LTI, reflecting the organisation's strong commitment to safety.

 

HUMAN CAPITAL

Employees are the lifeblood of our operations. Without their dedication to exemplary performance, and a work ethic that aligns with the values of our Company, the growth and development that the Group has achieved through the years would not have been attained. It is therefore crucial for our Company to invest in our people to be able to power the business and continue operations, as well as support them in their journey towards a rewarding career and achievement of success that ripples through their lives and their communities.

Our policy is to recruit and retain the most talented and high-performing people who share the Group's commitment to sustainable development. Great care is taken in every step of the employment process with an emphasis on equality, diversity, work-place safety and employee welfare.

The Group emphasises employment from within the local community.  In Nicaragua, over 83% of personnel during the construction phase have been hired in-country, and in the transition to the production phase this is expected to increase further. 

The recruitment and participation of the female workforce is a fundamental core of our operations, to promote gender equality, social inclusion, diversity of perspectives and sustainable development within the Group. Over 34% of the Nicaragua personnel are female, employed across operational, technical and administrative roles.

ENVIRONMENT

The Group is active in promoting and implementing "responsible mining" practices. It is a leader in the Philippine mining industry in its environmental and environmental rehabilitation practices, having received numerous government/industry awards in this area over a number of years. The Group implements innovative technologies to enhance the efficiency and effectiveness of existing programmes across all operational facets, including our environment-related projects. Use of technologies like low-cost hydroseeding technology combined with a zero-waste initiative, and maintaining a tree nursery and a clonal tree nursery research facility, are essential for the sustainability of our environmental restoration efforts.

Since the acquisition of Condor, in Nicaragua the Group has introduced environmental practices in compliance with our permit conditions, covering management of waste, a nursery programme to grow native plants and trees, monitoring of air and water quality, and providing environmental training to staff and the local community.

WASTE MANAGEMENT

Safe management of tailings and other waste products are crucial to the safety of our communities and longevity of our operations. At Runruno tailings are sent to the RSI which has been constructed to international standards applicable to water storage dams, which are much higher than international standards applicable to mining tailings. At La India the tailings dam facility is under construction and will be constructed to the appropriate international standard.

While the Group has a strong waste management record to date, it understands the risks associated with tailings management are a particular concern to our stakeholders and the Group is determined to maintain high levels of safe tailings management.

Across its operations the Group abides by laws and decrees for the management and disposal of waste, and commitments established under its Environmental Permits.  The Group has implemented waste management systems covering segregation, collection, transportation, recycling, and re-use.  In combination with this, the Group has established training programmes and awareness campaigns for staff and the local community, to promote a culture of recycling and good waste disposal.

WATER MANAGEMENT

Mining activities require a large and constant supply of water, and the Group recognises that access to safe water is a fundamental right for local communities. We continue to prioritise effective water and wastewater management as part of our environmental initiatives. Our commitment to environmental stewardship reflects our dedication to balancing economic success with environmental responsibility.

 

The Group operates a dynamic water management programme to avoid possible impacts on the downstream/groundwater water quantity, quality and aquatic environment. The ASTER technology contained in the final segment of the Runruno process plant destroys all cyanide species from tailings before the tailings are pumped into the RSI. During FY2025, the Group continued to reduce its monthly average water consumption at Runruno.

 

A key commitment to the local La India community is to assist in the supply of potable water as an alternative to using the local ground water which has been contaminated following years of unregulated artisanal processing operations.  The Group established a Fresh Water Programme and water treatment plant, which has distributed more than 30,000 bottles of potable water to local community members.

 

REFORESTATION AND REHABILITATION

The Group acts positively to reduce the potential environmental impacts of its operations. It undertakes this obligation through immediate and continuous rehabilitation activities, by the re-greening of disturbed areas, the establishment of protection forests and the provision of habitat for wildlife.

 

These programmes demonstrably improve the environment within and surrounding the Group's operations and are designed for beautification, stabilisation and to off-set green-house gas emissions and the impacts of the Group's operations. Through its various programmes, the Group has been responsible for planting over 2 million endemic and cash crop trees in and around the Runruno mine.

 

A total of 16.99 hectares within the FTAA area were rehabilitated during FY2025 (FY2024: 6.22 hectares) to bring the total area rehabilitated since commencement of mining to 73.55 hectares.

 

As a manifestation of our unwavering and exemplary commitment, the Group has received the Presidential Mineral Industry Environmental Award (PMIEA) in the Surface Mining Operation Category for the fourth consecutive year.

 

In Nicaragua, the Group has established the Oro Verde Forest Nursery to grow for annual planting forest, fruit and ornamental trees and plants.  In 2025, the Company carried out rehabilitation initiatives in collaboration with the community whereby 9.7 hectares of diversified forest plantations were reforested. This is in the final stages of the 5-year establishment phase.

 

CLIMATE-RELATED REPORTING

Climate change adaptation and mitigation encompass our approach to managing the impacts, risks, and opportunities associated with climate change, as well as the integration of these strategies into our business operations. This is particularly relevant as mining activities can be substantial emitters of greenhouse gases ("GHG"). The Group is committed to taking responsibility for its actions and strives to minimise, if not eliminate, any negative environmental impacts. Climate change commitments and initiatives are fully aligned with the Group's Environmental Policy statements, and it adheres to the Guidelines on Resource Conservation and sets clear objectives, targets, and programmes aimed at reducing GHG emissions, thereby supporting the effective implementation of ISO 14001 Standards.

Task Force on Climate-related Financial Disclosures (TCFD)

The Group is committed to managing the impact of its operations on the planet and the impact of climate change on its operations, particularly to ensure continued operational and financial resilience in a changing world and marketplace. The Group understands the importance of these matters to its investors, partners, and regulatory authorities and considers the 4 TCFD pillars of disclosure below.

TCFD PILLAR - Governance

Board Oversight

The Group recognises the threats and impacts posed by climate change and its role in the transition to a low-carbon economy. The Group aims to align our efforts to contribute to global climate goals and targets. Development in Nicaragua is utilising modern methods and equipment to minimise the Company's climate impact, with an efficient processing design to minimise the plant's physical footprint.

It is noted that the Runruno operation is powered by hydroelectricity, while hydroelectricity is also produced near to the La India project. At La India, utilisation of solar energy for some aspects of the project is being studied.

Management Oversight

Management is involved in identifying and evaluating risks that may affect the operations. These risks are constantly assessed to prevent potential environmental, economic and sociocultural impacts to our stakeholders. Within the Group's Philippine operations the use of renewable energy is supported by purchasing our power from a hydroelectric power company. In addition, the Group has adopted methods and technologies that increase the efficiency of its operations without causing significant harm to the environment. The Group initiates efforts to include stakeholders in its programs and initiatives in mitigating and addressing the impacts of climate change.

TCFD PILLAR - Strategy

Identified climate-related risks and opportunities

The identified key climate-related threats include increased risk of potential emergencies such as earthquakes, floods, typhoons and dam failures. In response to these identified threats, the Group has developed an emergency control plan (ECP) to ensure preparedness for these potential emergency situations. The ECP is shared with local communities to facilitate a planned effective and timely response, aiming to mitigate threats and minimise consequences to life, environment, and property.

Impact of climate-related risks and opportunities on strategy and planning

The Group has integrated climate scenarios into its strategic operational planning and review process. Climate scenarios are identified based on reliable government/educational institutional publications. Development in Nicaragua is being undertaken utilising the best and most relevant information available to help minimise climate impacts.

Resilience of strategy

Management has incorporated climate scenarios into the Group's strategic operational planning and review process. The Board encourages senior management to assess principal and emerging climate-related risks on a regular basis. Any changes in risks identified are to be reported to and discussed at Board level and incorporated into the strategy and planning of the Group.

TCFD Pillar - Risk Management

Processes for identifying and assessing climate-related risks

The Group's efforts to mitigate GHG emissions and identify climate-related risks are fully embedded in its corporate policy, project and procurement evaluation criteria, and overall risk management. This ensures consistent application and management throughout our value chain.

Processes for managing climate-related risks

The Board and senior management co-ordinate the Group's analysis and planning of the effects of climate change on our business. The Board regularly discusses the impact of any risks identified through the organisation. The mitigation of GHG emissions and identification of climate related risks has been integrated into our corporate policies to ensure it is consistently applied and managed. The Group continuously monitors and reports key performance indications relating to environmental matters.

Process for integrating climate-related risks into the overall risk management

New or evolving climate change risks identified by both senior and local management are reported to and discussed at Board level and incorporated into the strategy, planning and climate policy of the Group. Where possible, plans to mitigate the effect of climate change on our operations and our local communities will be integrated into the Group's environmental management and social and labour plans.

TCFD Pillar - Metrics and Targets

Metrics used by the Group

The Group annually sets targets to reduce its net GHG emissions. Targets are also set for the reduction of water, diesel, and electricity consumption, and waste generation. Further, in the Philippines targets to increase reforestation and restoration activities are also set.

Greenhouse Gas Emissions

The Group is committed to measuring and reporting our scope 1 and 2 greenhouse gas emissions as noted below. Scope 3 emissions are not currently measured given the size of the Group's activities.

Targets used by the Group

At year end the Group has only the single Philippine located producing operation which will cease mining and processing activities within the next 12 months. Annual targets have been set to reduce the Group's impacts and to reduce its net GHG emissions for this project. These targets are monitored and reviewed monthly and are set based on the previous year's effort and performance. In FY2025, we achieved positive results, with above target reductions in water, electricity and diesel consumption, residual and hazardous waste generation. There was a below target increase in the flora diversity species index covering the FTAA area, due mainly to the impact of numerous typhoons on various species.

As the Nicaraguan activities consist of construction and development the Group has yet to set targets or measure its Scope 1 & 2 GHG emissions. Targets will be set for the La India project once this project commences commercial production.

GREENHOUSE GAS EMISSIONS

Scope 1 GHG emissions from operations refers to direct activities that are owned or controlled by the Group; primarily emissions from fuel consumed by haul trucks, other vehicles and stationary plant at the Runruno project.

The calculation of GHG emissions is based on activity data, i.e. monitoring of fuel consumption rates, fuel composition, etc multiplied by industry produced conversion factors.

Scope 2 GHG emissions are indirect emissions from the generation of purchased electricity consumed by operations that are owned or controlled by the Group. Scope 2 emissions have been calculated using Philippine government recorded supplier-specific emission factors. Within our operations we support the use of renewable energy by purchasing our electricity from a hydroelectric company.

These Scope 1 and 2 GHG emissions are regularly reported to the Philippines mines department. Scope 3 emissions are not measured.

The Group's activities in Nicaragua are limited, in the main, to construction and development activities using contractors equipment. Accordingly, as yet, no GHG emission targets or tracking systems have been introduced.

The Group's carbon footprint for its Philippine operations (generated outside of the UK) was measured as follows:

	2025 CO2e Tonnes	2024 CO2e Tonnes
Scope 1 GHG emissions	17,207	16,983
Scope 2 GHG emissions	69,072	64,663
Operational GHG emissions Total	86,279	81,646
	Total CO2e Tonnes per ounces gold produced	Total CO2e Tonnes per ounces gold produced
Operational GHG Emissions Intensity	1.32	0.97

ENVIRONMENTAL MONITORING

The Group maintains very high compliance standards and employs industry leading initiatives to ensure the highest environmental performance. The Group conducts regular internal comprehensive environmental monitoring to ensure compliance with its licence provisions, government regulations and any appropriate contemporary standards. This monitoring extends to reference sites outside the immediate operational area. The Philippine government undertakes quarterly monitoring by an independent, community based Multipartite Monitoring Team; while an independent third-party consultant group specialising in environment monitoring services is also engaged to independently monitor the Group's environmental performance. Quarterly reporting obligations are also following in Nicaragua.

 

In Nicaragua, surface and groundwater monitoring took place in 2025 across the La India concession, to provide a baseline of the current state of the aquifer.  This was undertaken in conjunction with environmental and governmental departments, and local community leaders.  Surface and groundwater water levels are monitored on an ongoing basis across multiple sites within the La India concession.  Air quality is monitored in adherence with government requirements.

 

LEGAL COMPLIANCE

High compliance standards are practiced across the Group. Specialised site-based teams are dedicated to managing the high levels of compliance mandated by the governments in the countries we operate in. The Runruno site is regularly audited with upwards of 60 audits, verifications or reviews of its operations undertaken annually by the various regulators. The wide range of permits to operate in the Philippines are secured from more than a dozen Government agencies and regulators. Regular Nicaraguan government audits are carried out to ensure compliance with local rules/regulations.

 

DIRECTORS' REPORT

 

The Directors present their Annual Report together with the audited financial statements of Metals Exploration plc (the 'Company') and its subsidiary undertakings (the 'Group'), for the year ended 31 December 2025.

 

PRINCIPAL ACTIVITIES

The principal activity of the Group is to identify, acquire, explore and develop mining and processing projects, mining companies, businesses or opportunities with particular emphasis on precious and base metals mining opportunities in the Philippines, and Nicaragua.

 

The Company was incorporated on 8 April 2004 under the Companies Act 1985 (now Companies Act 2006) and is registered in England and Wales with registered number 05098945. The Company was admitted to trading on AIM in October 2004.

 

The principal activity of the Company is that of a holding company for its subsidiary undertakings.

 

FINANCIAL RESULTS

For the year ended 31 December 2025 the profit before tax of the Group for the year was US$45.1 million (2024: US$34.6 million). Refer to page 9 for an alternate non-IFRS compliant performance measure.

 

DIVIDENDS

A dividend payment is not recommended for the year ended 31 December 2025 (2024: US$nil).

 

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

A review of the current and future development of the Group's business is given in the Chairman's Statement on page 5 and the Chief Executive Officer's Strategic Report on page 8.

 

NOMINATED ADVISER & JOINT CORPORATE BROKERS

The Company's nominated adviser is Strand Hanson Limited. The Company's joint corporate brokers are Hannam & Partners ('H&P Advisory Limited') and Panmure Liberum.

 

AUDITOR

PKF Littlejohn LLP was re-appointed as auditor of the Company at the Annual General Meeting held in 2025 and it is proposed that they be re-appointed as auditor of the Company at the Company's forthcoming Annual General Meeting.

 

DIRECTORS

The Directors of the Company during the year and since the year end were:

 

Steven Smith                      (Chairman and Non-Executive Director)

Darren Bowden                  (Chief Executive Officer and Executive Director)

David Cather                       (Independent Non-Executive Director)

Tim Livesey                         (Independent Non-Executive Director)

Andrew Chubb                    (Non-Executive Director)

Rob Marshall                       (Non-Executive Director)

Nick Von Schirnding     (Independent Non-Executive Chairman), appointed 18 March 2024 - resigned 21 March 2025

 

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

In accordance with the Company's LTIP, during FY2025 the Company issued to directors:

·     180,000,000 options to acquire new Ordinary Shares to Mr Bowden,

·     6,600,000 options to acquire new Ordinary Shares to Mr Smith,

·     4,000,000 options to acquire new Ordinary Shares to each of Mr Chubb, Mr Cather, Mr Marshall and Mr Livesey.

 

All vesting conditions attaching to these options (apart from the requirement for Mr Marshall to serve as a director for a minimum of three years) have been satisfied.

 

Apart from outstanding share options, a full summary of which is disclosed in the Remuneration Report, there are no other arrangements entered into to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

 

DIRECTORS' INTEREST IN CONTRACTS OF SIGNIFICANCE

No contract of significance to which the Company, or any of its subsidiary companies was a party and in which a Director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the financial year or at any time during the year; other than:

·     Andrew Chubb is a director of H&P Advisory Limited trading as Hannam & Partners, the Company's joint broker.

·     Robert Marshall is the nominee director of Drachs which in November 2024 provided the Company with a short-term £5.5 million loan. The principal and interest of this loan was repaid in March 2025 by the transfer of 94,127,854 Ordinary Shares held in treasury to Drachs at an issue price of £0.06 per Ordinary Share.

 

DIRECTORS' INDEMNITY

As permitted by its Articles of Association, the Company has granted a third-party indemnity to each Director against any liability that attaches to them in defending proceedings brought against them, to the extent permitted by English law. This indemnity was in force during the financial year and up to the date of signing of this report. In addition, all Directors and officers of the Company and its subsidiaries are covered by Directors' and Officers' liability insurance.

 

PRINCIPAL RISKS AND UNCERTAINTIES FACING THE GROUP

The Board of Directors review the principal risks and uncertainties facing the Group on an ongoing and regular basis. Assessments are made as to how to manage these and mitigate as much risk as possible through various controls. Many of these risks and uncertainties are common to all mining projects. The principal risks and uncertainties facing the Group are identified as follows:

 

Market risk

The profitability of the Group's projects is impacted by the risks associated with the gold market. Profitability can be affected by factors beyond the Group's control, such as a prolonged decline in world gold prices. The Group regularly tracks gold prices and regularly refines its models on financial profitability to have available for the Board at all times, a current view on the future financial viability of its active projects. The Group has attempted to mitigate this risk by entering into limited hedge arrangements in relation to future gold prices. Refer note 21.

 

The Group is exposed to currency risks in its operations; particularly in relation to Philippine domestic peso currency exposure from costs associated with mining and gold recovery. Currency exposures are carefully monitored, and USD:PHP forward contracts are in place to insure against major adverse currency movement risk. Refer note 21.

 

Nature of mining, resource estimation and mineral processing

Mineral resource and reserves estimation provides no assurance that the potential tonnage and grades will be achieved. The exploration of mineral rights is speculative in nature, and any published results are expressions of judgement developed using industry tested measuring techniques, none of which can be relied upon with complete certainty. Each set of published results builds upon the previous published information and includes any new and reliable information from systematic drill results, mining, and recovery and reconciliation activities and is independently verified by qualified persons. However, this still involves experience, judgement, skill and estimation, all of which are imprecise, interpretative and open to challenge. The actual results of mining may differ upwards or downwards from the published reserves upon which the Group relies in its business projections.

 

The size of the deposit, its grade, depth and type of orebody, are only some of the particular attributes which determine the costs and recovery methods required to be employed. There is also the length of haul to the processing plant, age and maintenance programmes for plant and equipment, land access, environmental protection and community relations, capital costs, reclamation and closure costs and labour and host community relations. The quantities, costs and assumptions used to identify and interpret these variables can be modelled to the lowest level of detail possible, but they do not provide absolute certainty that the expected cost of mining will be achieved.

 

The metallurgy of the Group's ore requires a complex set of processes to extract economic levels of gold doré. Maintaining efficient processing operations requires specialised equipment and consumables, combined with an experienced and motivated processing team. It is also subject to numerous factors some of which are within the Group's ability to control, and some that are external factors outside the control of the Group.

 

Reserves and viable mining operations

Based upon the Group's current delineated gold reserves and planned mining schedule it is predicted that the Runruno project will finish mining operations during H2 2026. The mine plan for the La India gold project projects production for a minimum 12-year period from Q1 2027.

 

To maintain or increase production levels in the long term, the Group must replace its gold reserves that are depleted by its mining activities. To replace its reserves, the Group must engage in an exploration and development programme, which is speculative by nature, to acquire or discover and develop new mineral deposits.

 

The exploration and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and technical knowledge may not eliminate. The economics of exploration and the eventual development of mineral properties are affected by many factors, including the cost of future operations, availability of capital, assumptions about the price of gold, the grade and recoverability of minerals, the ratio of waste to ore, sufficiency of water, resettlement costs and other factors, such as government regulations. As a result, there can be no assurances that the Group's exploration or development activities will result in profitable commercial mining operations. Exploration and development of mineral deposits involve a wide range of significant risks and require a significant investment over an extended period. These risks are seldom constant with new types invariably arising and adding to the industry's and Group's challenges.

 

Mining regulatory risk

Mining investors are exposed to a high level of regulatory risk, and a wide array of 'rules and regulations' ('Rules') imposed by the governing bodies responsible for the mining sectors in the countries the Group operates in. The Rules are created and enforced by several layers of government and government agencies nationally, provincially and locally. The mining industry is subject to frequent audit and review activity by regulatory agencies.

 

Failure to receive, extend or amend any Regulatory Approval, or delays in receiving, extending or amending any Regulatory Approval may adversely affect the properties, business or operations of the Group including, but not limited to, increasing the costs of the Group's activities; limiting the Group's capacity to produce gold; delaying the implementation of any planned changes to the Group's activities; or requiring the full or partial suspension of the Group's operations.

 

In the Philippines the Group annually has almost 500 approvals, licences and permits to conduct mining, processing and related activities at its Runruno Gold Project in the Philippines (collectively "Regulatory Approvals") and is routinely required to obtain new permits and Regulatory Approvals or to amend, renew or extend its existing permits and Regulatory Approvals.

 

As at the date of this Report, neither the Group nor its any of its projects are subject to any suspension or closure order; and all mining licences and the ability to operate core assets are in place. However, the Group has applied for, or is in the process of, applying for the issue, extension or renewal of a number of Regulatory Approvals and cannot be certain that they will be issued, extended or renewed on acceptable terms or within the required timeframes.

 

Key personnel

The Group depends on its Directors, senior managers, employees and third-party contractors with relevant experience to explore for mineral reserves and resources, develop projects and operate mines. As a result of the limited life of mine of the Runruno Mine, the Group may experience difficulty in retaining existing employees or third-party contractors, or in replacing them with appropriate staff.

 

The Group's success depends, to a large degree, upon the continued service and skills of its existing management team. The Group's management team has significant experience and has been intimately involved in the turn-around of the Group's gold recovery and financial condition. If the Group loses the services of any key member of its management team and is unable to find a suitable replacement in a timely manner, the Group may be unable to effectively manage its business and execute its strategy. In addition, the Group depends on skilled employees to carry out its operations, in particular with regard the BIOX process. The loss of these people or the Group's inability to attract and retain additional highly skilled employees required for the implementation of its business plan and ongoing development and expansion of operating assets may have a material adverse effect on the Group's business or future operations.

 

Environmental risk

Mining operations are by nature environmentally risky ventures. As a responsible miner the Group takes its environmental responsibilities very seriously and is subject to stringent rules and regulations before, during and after its period of exploration and mining development. Open pit mining is mining on a large-scale and has the potential to become entangled in environmental disputes. The Group employs every effort to avoid and mitigate even the most minor of damage to the environment, but it is aware it will always be exposed to these risks for as long as it is present at Runruno.

 

Any breach of its environmental code or obligations to the environment as dictated in its Financial or Technical Assistance Agreement ('FTAA') or its Environmental Compliance Certificate may result in a temporary suspension of operations, fines, and even the possibility of closure of mining operations at Runruno. The Group is aware there may be further environmental standards imposed throughout the life of its mining operations which will involve further costs, time and compromises to be compliant.

 

Political and country risk

The Group has mining, development and exploration projects in both the Philippines and Nicaragua. These are challenging jurisdictions for foreign mining companies to succeed. Philippine and Nicaraguan political and country perceived risk issues may have, in the past, hindered the development of the mining industry in these countries. The Group has no control or influence in these matters and these risks are a constant.

 

In the Philippines, to reduce these risks, the Group applied for and was granted a FTAA, a contract in law with the government. The 1995 Mining Act allows 100% foreign ownership of mining entities where there is a US$50 million investment or higher, through the ownership of a FTAA. Mines operating under a FTAA have recourse for disputes to be arbitrated offshore. Despite opposition to the 1995 Mining Act successive Presidents have supported the framework.

 

In Nicaragua all necessary permits are in place for the Group to continue the development of the La India gold project.

 

Access to tenement areas

The Group's social licence to operate is not guaranteed and every effort is made to ensure the local communities near our areas of operation are supportive of the Group's endeavours. This is an ongoing challenge given the lack of experience of and knowledge of the benefits that sustainable and environmental mining can bring to local communities.

 

RSI integrity

The Group's Runruno mine tailings waste is directed to a residual storage impoundment ('RSI') facility. The RSI is being constructed to standards applicable to international water dam construction, which has significantly higher standards than normal mine tailings facilities. However, the failure of the RSI would be catastrophic, and as such the continued integrity of this structure is of the utmost importance.

 

Third party audits of the design and construction integrity of the RSI are conducted, and the RSI remains in compliance with local guidelines and local development requirements. Construction of the final in-rock spillway commenced in Q1 2023 and is expected to be completed during FY2026. This final in-rock spillway will ensure the RSI has the capacity to cope with a 'Probable Maximum Flood' event.

 

The performance of the RSI is continuously monitored by an independent consulting group.

 

Access to working capital

The Group has committed to the development of the La India gold project and is seeking to fund this development predominantly from internally generated free cash flow. To support these cash flows the Group has secured an undrawn US$30 million gold pre-pay facility. Should these sources of working capital be insufficient, there is a risk  the Group will be unable to source alternate funding, be that equity or debt, to complete this development in the scheduled timeframe .

 

GOING CONCERN

The consolidated financial statements of the Group have been prepared on a going concern basis, which contemplates the continuity of business activities and the realisation of assets and the settlement of liabilities in the normal course of business.

 

The Group closely monitors and manages its liquidity risk by means of a centralised treasury function. Cash forecasts are regularly produced and sensitivities run for different scenarios including, but not limited to, changes in commodity prices and different production profiles from the Group's assets. At year end the Group had US$41.2 million (FY24: US$31.2 million) of cash.

 

The Board of Directors believe that the Runruno mine will continue to operate successfully and produce positive cash flows ensuring the continuing viability of the Group and its ability to operate as a going concern, meeting its commitments as and when they fall due. In particular, these cash flows are expected to be greater than the remaining construction and development costs required to complete construction of the La India project by the end of Q4 2026.

 

As a result, the Directors believe there is no material uncertainty over the Group's going concern and that it is appropriate that the financial statements should be prepared on a going concern basis.

 

KEY PERFORMANCE INDICATORS

For FY2025 the key corporate performance indicators used by Directors to monitor the performance of the Group were:

 

·     Safety - Safety is at the core of the Group's business. The Group aspires to a world class TRIFR* target of <0.95, which was achieved both in FY2025 and FY2024. Indeed, the focus on safety has been successful with over 25 million work-hours being recorded without a LTI in the period up to 30 March 2025. Unfortunately, on 30 March 2025, the Group suffered its first LTI since December 2016, when an employee suffered burns that required hospital treatment. This employee made a full recovery and returned to work in Q2 2025. Since March 2025 the Group has not suffered from a further LTI. Maintaining a safe working environment at all times, for all employees and contractors, is of paramount importance to the Group. Safety is the lead item for consideration at all management meetings, with safety briefings and safety protocol reviews regularly undertaken. Management remains determined to minimise and where possible eliminate potential safety risks.

·     Environment/permit compliance - The Group aims to have no major environmental/permitting incidents and <3 minor reportable environmental/permitting incidents per annum. This target was achieved during both FY2025 and FY2024. Operations are subject to numerous environmental and permit obligations and regulations. Dedicated departments monitor the Group's performance in this regard. Regular reporting of compliance with these obligations and regulations is strictly adhered to. The Group is confident of its satisfaction of the compliance obligations imposed on its operations and its ability to maintain and renew permits as required.

·     Free cash flow - The Group's aggressive development timetable to bring the La India project into production by Q4 2026 is largely dependent upon the free cash flow produced from the Runruno mine. Performance is determined by comparison of actual results against budget. The cost efficiencies of operations are measured against budgets and forecasts on a weekly and monthly basis. Detailed annual budgets are approved by the Board. Free cash generated from operations of US$115.3 million (FY2024: US$96.7 million) exceeded budget.

·     Total expenditure - Total operating cost and CAPEX expenditure is measured against budget on a weekly, monthly and annual basis. Projected costs are re-forecast at regular intervals. Total operating cost and CAPEX expenditure, excluding debt interest/fees, taxes, corporate event expenses and all Nicaraguan operations approximated the total Group budget.

·     La India construction - The key pillar to the Group's objective to replace the cash flow from Runruno is the development of the La India project, targeting first gold to be poured in Q4 2026. Physical construction and development performance is measured against the original project schedules and budgets and reported weekly and monthly, with ongoing revisions made regularly. At year end the construction is on schedule and within budget.

·     Dupax project development - The Dupax project had the potential to re-purpose the Runruno process plant and was the first alternate Philippines located project that the Company investigated to replace production from Runruno. Access to the project to enable drill programmes to be undertaken with the objective to outline an economic resource were the key performance measures here. The project access was secured and an initial drill programme commenced however no near surface potential economic deposit was discovered.

* TRIFR - Total reportable injury frequency rate

 

EVENTS AFTER THE BALANCE SHEET DATE

Details of significant events occurring after the balance sheet date are set out in note 36 to the financial statements.

 

 

FINANCIAL RISK MANAGEMENT

Details of the Group's policies with respect to financial risk management are given in note 34 to the financial statements.

 

Although monitoring financial risk falls within the terms of reference of the audit committee, this matter is a standard agenda item at all board meetings. The Group's finance departments implement policies set by the Board of Directors.

 

CORPORATE RESPONSIBILITY AND ENVIRONMENTAL POLICY

The Group's policy is to conduct operations in a safe and environmentally responsible manner to industry best practice standards, to respect the indigenous culture of the mining project areas, to promote social and economic development and to offer employment and training opportunities to those who live in the mining project areas.

 

POLITICAL CONTRIBUTIONS AND CHARITABLE CONTRIBUTIONS

During FY2025, the Group did not make any political expenditures or charitable donations (FY2024: $nil).

 

ANNUAL GENERAL MEETING

This report and the financial statements will be presented to shareholders for their approval at the Annual General Meeting ('AGM').

 

The Company's AGM is to be held on 15 June 2026 at the offices of Squire Patton Boggs in London, UK. The Notice of the AGM will be issued shortly.

 

In accordance with the recommendations of the Quoted Company's Alliance, all directors will retire and will offer themselves for re-election at the AGM.

 

SHARE CAPITAL

On 31 December 2025, there were 2,940,856,680 ordinary shares of £0.0001 each with voting rights in the capital of the Company in issue. A further 299,385,458 non-voting ordinary shares of £0.0001 each were held in Treasury.

 

SIGNIFICANT SHAREHOLDINGS

As at 31 December 2025, the Company is either aware of or has been notified of the following shareholders who hold disclosable interests of 3% or more of the nominal value of the Company's Ordinary Shares:

 

Significant Shareholders	Shares held at     31 December 2025	Voting %	Shares held at     31 December 2024	Voting %
Nick Candy	653,000,000	22.20	651,000,000	37.7
Drachs Investments No3 Limited	600,202,630	20.41	317,532,143	18.4
Hargreaves Lansdown1	269,181,818	9.15	137,654,787	7.97
Interactive Investors1	230,433,359	7.84	91,263,780	5.28
Darren Bowden	199,309,250	6.78	8,257,355	0.48
AJ Bell Stockbrokers1	101,325,775	3.45	34,203,334	1.98
Baker Steel Capital Managers2	45,788,429	1.56	63,438,429	3.67
1 Acting on behalf of its clients. 2 Acting on behalf of various funds for which it acts as full discretionary Investment Manager

 

BOARD ENGAGEMENT WITH STAKEHOLDERS - SECTION 172 STATEMENT

Section 172 of the Companies Act 2006 requires a Director of a company to act in the way he or she considers, in good faith, and would be most likely to promote the success of the company for the benefit of its members as a whole. The Directors use the Board meetings as a mechanism for giving careful consideration to the factors set out above in discharging their duties under section 172.

 

Stakeholder engagement

Key stakeholder groups we engage with are listed below, together with an explanation of why we focus on them and how we engage them.

 

Employees

The success of the Group is dependent upon the hard work and dedication of all our employees. The Board ensures a continuing investment in existing employees who are supported through professional, technical and on-the-job training relevant to their functional areas. The Board directs executives and senior managers to keep staff informed of the progress and development of the Group on a regular basis through formal and informal operational updates, meetings and other regular communications. In addition, the Board ensures funds are provided for regular events to encourage employee participation in local community initiatives.

 

The Group strives to create an equal opportunity work environment where employees can be safe and healthy at all times, while feeling valued and supported. Employees are encouraged to speak out about anything that impacts their performance and/or safety.

 

The Board is conscious of its social obligation to impart skills and knowledge onto local employees. Accordingly, in the Philippines over 98% of the Group's workforce is Philippine; while in Nicaragua approximately 83% of the workforce are Nicaraguan. Workforce gender diversity policies are actively followed with approximately 29% of the Group workforce being female.

 

Government Agencies & Local Communities

The Group operates in the highly regulated mining business. The Board ensures the Group adopts a positive focus on maintaining productive relations with local communities and all levels of government. As a result, the Chief Executive Officer and senior managers regularly conduct consultations with multi-levels of government agencies to ensure that all regulatory approvals and permits remain in good order. Development of local community improvement programmes are undertaken with consultation of local government and community representatives.

 

Contractors & Suppliers

Our contractors and suppliers are key business partners, and the quality of goods and services we receive are essential to supporting operations and to provide the Group with the opportunity to produce positive cash flows.

 

As directed by the Board, management collaborates and continually works with our contractors and the full supply chain, sharing best practice and seeking out synergies to improve performance.

 

Customers

The Group's business in mining and selling gold doré means it only deals with a small number of end customers, being refiners of doré and/or gold concentrate. The Board ensures a close relationship is maintained with senior personnel at each customer group.

 

Investors

Investors are considered key stakeholders, and consequently investor relations are a focus area for Directors. Where possible the Board engages investors on Group performance following trading updates and results announcements.

 

DISCLOSURE OF INFORMATION TO THE AUDITORS

The Directors at the date of approval of this Annual Report individually confirm that:

 

·     so far as the Director is aware, there is no relevant audit information of which the Group's auditors are unaware; and

·     the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

 

This confirmation is given and should be interpreted in accordance with the provision of Section 418 of the Companies Act 2006.

 

Approved by the Board of Directors and signed on behalf of the Board

 

 

 

 

Darren Bowden, Chief Executive Officer

21 May 2026

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing the Corporate Governance Report, Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with applicable law and in accordance with UK-adopted international accounting standards. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

 

·     select suitable accounting policies and then apply them consistently;

·     make judgments and accounting estimates that are reasonable and prudent;

·     state whether UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Group will continue in business.

 

The Directors are responsible for:

 

·     keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities;

·     ensuring that they meet their responsibilities under the AIM Rules; and

·     the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

 

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF METALS EXPLORATION PLC

Opinion

We have audited the financial statements of Metals Exploration Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

·     the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025  and of the group's profit for the year then ended;

·     the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

·     the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

·     the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included:

·     Testing the integrity of management's forecast model for a period of at least 12 months from the date of approval of the financial statements and further, checking the mathematical accuracy of the model, including challenging the appropriateness of key assumptions and inputs with reference to empirical data and external evidence with specific focus on the following key assumptions: gold price, production, costs, gold grade, recoveries and assessed their consistency with approved budgets and the mine development plan, as applicable;

·     Comparing budgets to actual figures achieved to assess the reliability of management's forecasts;

·     Evaluating management's sensitivity analysis and performing our own sensitivity analysis in respect of the key assumptions and inputs underpinning the forecasts. We assessed the validity of any mitigating actions identified by management; and

·     Assessing if the going concern disclosures in the financial statements are appropriate and in accordance with the revised ISA UK 570 going concern standard.

Based on work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures.

We determined materiality for the group and parent financial statements to be:

	Group ($)			Parent ($)
	2025	2024	Basis	2025	2024	Basis
Overall materiality	2,080,000	1,915,000	1% of revenue	1,980,000	1,574,000	1% of net assets (2024: 1.5% of net assets)
Performance materiality	1,250,000	1,149,000	60% of materiality	1,190,000	944,000	60% of materiality
Triviality	104,000	95,000	5% of materiality	99,200	78,000	5% of materiality

 

In determining group materiality, we consider revenue to be the primary measure used by the shareholders in assessing the performance of the group, driving profitability within the group and revenue is expected to provide a more stable measure year on year.  The percentage applied to this benchmark of 1% has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the reported profit were appropriately considered.

In determining parent materiality, we consider net assets to be the primary measure used by the shareholders in assessing the performance of the company.  The parent is generating consultancy revenue from its subsidiaries, and holds little fixed assets for these reasons.  The percentage applied to this benchmark of 5% has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the reported profit were appropriately considered. 

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures. We set the performance materiality at 60% of materiality.

In determining performance materiality, we considered the following factors:

·     Our knowledge of the group and parent and its environment, including industry specific trends;

·     Significant transactions during the year; and

·     The level of judgement required in respect of the key accounting estimates.

We agreed with the audit committee that we would report all individual audit differences identified for the group during the course of our audit in excess of $104,000 ($99,200 for the parent) together with any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

We determined materiality for the  components to be between (note one significant component in 2024):

 

	2025 ($)	2024 ($)		Basis
Overall materiality	1,398,000 - 1,565,000	1,149,000	Based on a factor of overall group materiality
Performance materiality	838,000 - 939,000	1,000,000	60% of materiality
Triviality	69,000 - 78,000	83,000	5% of materiality

 

We applied the concept of materiality in planning and performing our audit and in evaluating the effects of misstatement.

Our approach to the audit

Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size.

As part of designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. These areas of estimation and judgement included:

o  Valuation of property, plant and equipment as outlined in the Key audit matters section below

o  Recoverability of investments in subsidiaries and receivables from subsidiaries

o  Valuation of inventory

o  Accuracy and completeness of rehabilitation provision

o  Valuation of the purchase price allocation of Condor Gold Group

We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Of the group's 15 components, including the parent company, 3 were considered (including the parent company - audited by PKF-Littlejohn) financially significant and subject to full scope audits for group purposes. The remaining components were not considered material to the group and we performed a combination of detailed analytical review together with limited scope substantive testing, as appropriate.

A full scope audit was performed for the one significant component in the Philippines, two in Nicaragua and two in the United Kingdom.  In establishing our overall approach to the Group audit, we determined the scope, direction of the audit process, and the type of work that needed to be undertaken by the component team. The component team is a member of one of the largest professional services networks in the world.  We determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole.  We monitored their work through regular collaborative meetings, review progress and evaluating adherence to timeliness and accuracy of deliverables.  We carried out a site visit to the Philippines in April 2026 and performed an on-site file review of the work performed by the component auditor.  All other components were audited by the PKF London audit team..

The key audit matters and how these were addressed are outlined below.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Key Audit Matter	How our scope addressed this matter
Carrying value and impairment of property, plant and equipment (Valuation) - La India Project, Nicaragua
Condor Gold Limited and its subsidiaries hold a significant balance of  non-current assets of circa US$178 million. These assets primarily relate to the La India Project mine acquired in the year which is currently under development, and is strategically significant to Metals Exploration Plc's expansion strategy and its objective to transition the project into a producing asset and pivot away from the Runruno mine as it comes to the end of its lifecycle. Given the significant judgements and estimates used by management in determining the value in use of these assets, there is the risk that the valuation of the assets is incorrect and not fully recoverable. The accounting policy for undertaking the impairment assessment may not be in line with IAS 36, 'Impairment of Assets', which requires companies to determine a single estimate of the recoverable amount. This has been identified as a key audit matter due to the quantum of the balance and the level of judgements and estimate used by management when considering the assets value in use.	Our work in this area included: o  Considering any potential impairment indicators through discussion with management and during the onsite visit to the La India project site during the audit fieldwork, as well as the review of announcements to the market and board minutes for evidence of impairment; o  Identifying and reviewing the cash generating units (CGUs) within the entity, ensuring that they are appropriately defined based on the smallest identifiable group of assets that generate cash inflows largely independent of other assets or group of assets; o  Obtaining and reviewing management's discounted cash flow model and corroboration and challenge of the key underlying assumptions; o  Assessing and reviewing any indicators of impairment as per IAS 36; o  Ensuring the basis of preparation of the model is in line with applicable accounting standards; o  Assessing the appropriateness of estimates and inputs including discount rates, future operating and capital expenditures, and expected production start date; and o  Ensuring inputs into the model are in line with the third party expert's opinion of expected total mineral resources when the project reaches the production stage.

 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

·     the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·     the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

·     adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

·     the parent company financial statements are not in agreement with the accounting records and returns; or

·     certain disclosures of directors' remuneration specified by law are not made; or

·     we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

·     We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and our experience of the sector.

·     We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from Companies Act 2006, UK - adopted international accounting standards, the AIM Rules for Companies, as well as local laws and regulations in the jurisdiction in which the group and parent company operate.

·     Compliance with laws and regulations at the subsidiary level was ensured through enquiry of management, communication with component auditors and review of correspondence for any instances of non-compliance.

·     We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:

o  conducting enquiries of management regarding potential instances of non-compliance;

o  reviewing RNS announcements;

o  reviewing legal and professional fees for evidence of any litigation or claims against the company; and

o  reviewing board minutes and other correspondence from management.

·     We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether key management judgements could include management bias in relation to:

o  Valuation of property, plant and equipment as outlined in the Key audit matters section above

o  Recoverability of investments in subsidiaries and receivables from subsidiaries

o  Valuation of inventory

o  Accuracy and completeness of rehabilitation provision

o  Valuation of the purchase price allocation for Condor Gold Limited

·     As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals;  reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business .

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

Joseph Archer (Senior Statutory Auditor)            30 Churchill Place

For and on behalf of PKF Littlejohn LLP               London

Statutory Auditor                                                     E14 5RE

20 May 2026

 roperty, plant and equipm

CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

 

				2025		2024
	Notes			US$		US$
Continuing Operations
Revenue	3			208,413,419		191,149,615
Cost of sales	3			(135,356,661)		(128,630,976)
Gross profit				73,056,758		62,518,639
Administrative expenses				(11,495,137)		(8,984,213)
Operating profit	4			61,561,621		53,534,426
Impairment (loss)/gain	8			908,828		(9,065,277)
Other income/expenses	8			(22,798,678)		(3,319,103)
Provision for gain/(loss) on derivatives	21			5,453,412		(6,521,465)
Share of (loss)/profit of associates	16			(5,158)		12,030
Profit before tax				45,120,025		34,640,611
Tax (expense)	9/10			(16,502,303)		(9,064,743)
Profit for the period				28,617,722		25,575,868
Non-controlling interest				274,217		10,211
Profit for the period attributable to equity holders of the parent				28,891,939		25,586,079
Other comprehensive income:
Items that may be re-classified subsequently to profit or loss:
Exchange differences on translating foreign operations				(1,560,023)		(1,545,017)
Items that will not be re-classified subsequently to profit or loss: Re-measurement of pension liabilities				(53,375)		(320,892)
Total comprehensive profit for the period attributable to equity holders of the parent				27,278,541		23,720,170
Total comprehensive profit for the period attributable to equity holders of the parent and non-controlling interests				27,004,324		23,709,959
				Cents per voting share		Cents per voting share
Earnings per voting share:
Basic cents per voting share	11			1.05		1.29
Diluted cents per voting share	11			0.97		1.28

 

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

						2025		2024
	Notes					US$		US$
Non-current assets
Property, plant and equipment	12					218,147,243		93,544,640
Intangible assets	13					13,830,000		620,331
Investment in associate companies	16					128,253		133,411
Trade and other receivables	17					15,622,039		19,750,486
						247,727,535		114,048,868
Current assets
Inventories	18					17,206,016		18,122,391
Trade and other receivables	17					17,047,585		10,891,450
Cash and cash equivalents	19					41,171,536		31,224,696
						75,425,137		60,238,537
Non-current liabilities
Trade and other payables	23					(15,155,336)		(70,850)
Retirement benefits obligations	22					(164,470)		(3,154,594)
Deferred tax liabilities	10					(14,530,453)		(557,047)
Provision for mine rehabilitation	25					(8,253,228)		(4,270,571)
						(38,103,487)		(8,053,062)
Current liabilities
Trade and other payables	23					(28,483,299)		(18,924,024)
Loans - current portion	24					-		(6,890,400)
Derivative liabilities	21					(1,429,405)		(6,869,769)
Retirement benefits obligations	22					(2,350,444)		-
						(32,263,148)		(32,684,193)
Net assets						252,786,037		133,550,150
Equity
Share capital	26					387,136		235,366
Share premium account	26					79,260,654		313,458
Capital redemption reserve						38,266		50,401
Treasury shares	26					(19,278,326)		(25,345,845)
Translation reserve						7,836,591		9,396,614
Re-measurement reserve						(624,007)		(570,632)
Other reserves						2,737,779		(4,289,234)
Profit and loss account						182,305,257		153,363,118
Equity attributable to equity holders of the parent						252,663,350		133,153,246
Non-controlling interests						122,687		396,904
Equity						252,786,037		133,550,150

 

The financial statements were approved by the Board of Directors on 20 May 2026 and were signed on its behalf by:

 

 

 

 

 

Darren Bowden, Chief Executive Officer

21 May 2026