Directors and strategic report

for the Period Ended 31 December 2025

Overview

It has been an active year for the Company, pressing ahead with the drilling of both Mont Agoma and Kalayi, resulting in the publication of a maiden Mineral Resource Estimate.  Drilling continued into 2026 with the aim of adding additional resource through deeper drilling.  In addition, also in early 2026, the Company entered into the Option Agreement in connection with areas of an exciting tin-tungsten play in eastern Canada.

The Company appreciates the continued support of its shareholders in facilitating funding of the venture through 2025 and into 2026.

Cash Balance

The Group's cash balance as at 31 December 2025 was £1,418,000 (2024: £4,485,000).

Dividends

The directors do not recommend the payment of a dividend (2024: £nil).

Events since the end of the year

Information relating to events since the end of the year is given in note 19 to the financial statements.

Directors

The directors who held office at any time during the year ended 31 December 2025 are as follows:

P Barrett

                K Eckhof

                M Gasson (resigned 14 November 2025)

                E Etienvre (resigned 11 December 2025)

                M Mathenz (resigned 11 December 2025)

                S Tschitembu (resigned 1 September 2025)

The Company has agreed to indemnify its directors against claims against them by reason of the fact that they are or were a director of the Company, and the Company has in place a directors and officers insurance policy.

The Board of Directors is responsible for overseeing the long-term success and strategic direction of the Company in accordance with the schedule of matters reserved for board decision and is responsible for monitoring the activities of the executive management.

Directors' interests in shares

As at 31 December 2025, the interests of the directors' beneficial interests in the shares of Rome Resources Plc (including the beneficial interests of their immediate family) were as follows:

Details of directors' remuneration is disclosed in Note 4.

Details of directors' interests in share options and warrants is given in Note 16.

Political donations and expenditure

No charitable or political contributions were made during the current or previous year.

Significant shareholders

As at 22 June 2026, the registered holders of 3% or more of the Ordinary Shares were as follows:

Principal risks and uncertainties

Liquidity risk

The Group has no revenue at the present time and is therefore dependent upon the availability of additional equity finance, which is described in further detail in note 1 to the financial statements under the going concern section of the accounting principles. The availability of additional funding could be influenced by a wide range of factors and risks.

Political Risk

The company's operations are in the democratic Republic of Congo, where unrest and ethnic violence has been a factor in the east of the country for several decades.  Whilst the operations continue as normal for the most part, there are occasions where, out of an abundance of caution, the Company pauses its operations.  However, the emergence of commercial arrangements with the US government on minerals in the DRC, including the potential for security guarantees, has reduced the perceived risk from insurgents.  This has been underscored by International Resource Holding's (owned by the Abu Dhabi Sovereign Wealth fund) C$503 million acquisition of a 56% stake in the Alphamin tin mine, close by Rome's area of operation.

Dependence on key personnel

The Group and Company is dependent upon its executive management team. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high-quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions.

Financing risk

The Group has an ongoing requirement to fund its activities through the equity capital markets. There is no certainty such funds will be available when needed. To date the Group has managed to raise the required funds, primarily through equity placements, including placements undertaken during difficult market conditions. The Directors have prepared cash flows forecasts for at least the next 12 months from the date of this report and are confident that the Company will be able to access sufficient financial resources to fund its operations through further equity raises as required during the period.

Health and safety risk

The Group's primary operations are based in the DRC, a country that is currently experiencing an outbreak of Ebola.  Whilst the outbreak is currently not affecting the region in which the Group operates, or which the Company's staff travel through, the Company continues to monitor the situation and continually assesses the risks associated with the virus outbreak spreading to the region and how that may impact the Group's workforce, local communities and its operations.

Internal controls and risk management

The directors are responsible for the Group's system of internal financial control. Although no system of internal financial control can provide absolute assurance against material misstatement or loss, the Group's system is designed to provide reasonable assurance that problems are identified promptly and dealt with appropriately.

In carrying out their responsibilities, the directors have put in place a framework of controls to ensure as far as possible that ongoing financial performance is monitored in a timely manner, that corrective action is taken and that risk is identified as early as practicable. The directors keep under constant review, the effectiveness of the internal financial controls, with a strong focus on monitoring the cash position and future cash flows of the business.

Disclosure in the strategic report

Strategic matters relating to the Company throughout the reporting period, including the main trends and factors likely to affect the future development, performance and position of the business, are outlined in the Chairman's Statement.

Section 172 Statement

The Directors have a duty under Section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole, whilst having regard to the interests of other stakeholders and the long-term consequences of decisions.

As an exploration and evaluation company focused primarily on the development of its tin assets in the Democratic Republic of Congo ("DRC"), the Board recognises that creating long-term shareholder value requires the responsible management of a broad range of stakeholder relationships, including shareholders, employees and consultants, local communities, governmental and regulatory authorities, suppliers and contractors, as well as careful stewardship of the environment in which the Company operates.

The Board considers the interests of stakeholders as part of its decision-making process and receives at no less than weekly intervals updates from locally-based management regarding operational activities, health and safety matters, environmental performance, community engagement, security developments and financing activities. These matters are considered alongside the Company's strategic objectives, financial position and risk profile when significant decisions are taken.

During the year, the Board's principal focus was the advancement of the Company's exploration activities at its DRC projects, including the completion of a substantial drilling programme and the delivery of the Company's maiden Mineral Resource Estimate. In approving the allocation of funds raised in the prior period towards these activities, the Board considered the long-term benefits of increasing the geological understanding of the asset base, enhancing the scale and confidence of the resource, and progressing the projects towards future development, whilst balancing the need to preserve capital and maintain financial flexibility.

The Board recognises that maintaining the support of local communities and government stakeholders is critical to the long-term success of the Company's operations. Through its in-country management team, the Company engages regularly with local communities, traditional leaders and governmental authorities to ensure that exploration activities are conducted responsibly and with regard to local priorities and expectations. The Board receives regular reports on community relations and social performance and considers these matters when reviewing operational plans.

The security situation in eastern DRC continued to be closely monitored during the year. Rebel activity in parts of the region resulted in a temporary suspension of field operations for approximately 40 days. The Board maintained regular oversight of developments, prioritising the safety and wellbeing of employees and contractors whilst working with management to minimise operational disruption and preserve the integrity of the exploration programme. Regular assessment of the activities of the M23 rebels is undertaken and currently there has been very little change in the situation on the ground since May 2025, with no discernible increase in risk for the operations.  The Board believes that this measured approach balanced the interests of shareholders with its responsibilities to employees, contractors and local stakeholders.

The health and safety of employees and contractors remains a key priority. Following the year end the year, the Board has monitored developments relating to the recent Ebola outbreak reported within the DRC. Whilst the outbreak has not yet affected the region in which the Company operates, management continues to maintain appropriate monitoring and contingency procedures, as it does with any other health risk, and the Board receives regular updates regarding any potential implications for the Group's workforce and operations.

The Board also recognises the importance of environmental stewardship. Exploration activities are planned and conducted with the objective of minimising environmental disturbance and complying with applicable environmental and regulatory requirements. Helicopter-borne operations limit the environmental disturbance to small areas around the drill sites with no tree clearing or civil engineering work undertaken for vehicular access.  Environmental considerations are incorporated into operational planning and site management practices, with the Board receiving regular updates on environmental matters as part of its oversight responsibilities.

The Board maintains regular engagement with shareholders through regulatory announcements, investor presentations, meetings with investors, the Company's website and the publication of its annual and interim reports. The Board values shareholder feedback and constantly considers our investors priorities when assessing strategy, capital allocation and corporate governance matters.

By maintaining a strong focus on responsible exploration, stakeholder engagement, health and safety, environmental management and disciplined capital allocation, the Directors believe they have acted throughout the year in a manner most likely to promote the long-term success of the Company for the benefit of its shareholders as a whole, whilst having regard to the interests of the Company's wider stakeholder group..

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the directors 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 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 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 judgements and accounting estimates that are reasonable and prudent;

·      state that the financial statements comply with UK-adopted International Accounting Standards; and

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

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Accounting Records

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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.

Going concern

The Directors have prepared a cashflow assessment for the period to 30 June 2027 being at least 12 months from the date of signing these financial statements which shows that the Group will need additional funding in early 2027 in order to meet its liabilities as they fall due.  This cashflow assessment includes costs related to the finalisation of assays from the recently completed drilling campaign, producing the planned upgraded MRE and for undertaking the recently announced airborne geophysics survey, as well ongoing project and corporate costs.

The results from these activities will form the basis of the Group's planning for future phases of resource definition and feasibility work, which will dictate the quantum of any future capital raises.

While there can be no assurance that the Company will be successful in raising additional funds to advance the projects further, the Board are confident that sufficient funding will be available based on the successful raising of significant funds at and since the reverse takeover in 2024 and the continued strong results from the drilling and other resource definition work undertaken to date.  However, the Directors note that this requirement to raise additional funding gives rise to a material uncertainty as to the Group's and Company's ability to continue to operate as envisaged.

As an exploration company, by its nature the Group will need to raise additional funds to develop existing and potential future projects and to meet its ongoing corporate costs. There can be no assurance that the Group's projects will be developed in accordance with the current plans, or even successfully at all. Future work on these projects, the levels of production and the financial returns arising therefrom, may be adversely affected by factors outside of the control of the Group inter alia.

However, notwithstanding the loss incurred during the period under review, the Directors have a reasonable expectation that the Group will have sufficient access to funds to provide adequate resources to continue in operational existence for the foreseeable future being a period of 12 months from the date of signing of these financial statements. The Group has therefore continued to adopt the going concern basis in preparing the Annual Report and Financial Statements.

Auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each 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.

The auditors, PKF Littlejohn LLP, will be proposed for reappointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Klaus Eckhof
Director

24 June 2026

Corporate governance statement

for the Period Ended 31 December 2025

As an AIM-quoted company, Rome Resources Plc ("Rome" or the "Company") is required to apply a recognised corporate governance code, and to demonstrate how the Group complies with such corporate governance code and where it departs from it.

The Board of Rome believes that a sound corporate governance policy is an essential ingredient to the Company's success. The application of these policies enables key decisions to be made by the Board as a whole, and for the Company to function in a manner that takes into account all stakeholders in the Group, including employees, suppliers and business partners.

The QCA Code's application to the Company, as outlined in its corporate governance statements and disclosures, involves adhering to its principles while considering various expectations, and explaining any deviations from these principles. This supports the Company's medium to long-term success by promoting transparency, accountability, and strong governance practices, which in turn builds investor confidence and fosters a sustainable business environment.

Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders

Following the completion of the reverse takeover of Rome Resources, the Company's focus has been to develop the value of the Kalayi and Mont Agoma assets.  This strategy has continued since 2024 and has resulted in the publication of a maiden resource with an update pending.  The ultimate goal is to monetise these assets for the benefit of shareholders.  Inclusion of further early-stage tin projects, such as the one acquired in early 2026, will ensure the Company continues to create additional value from new critical mineral projects.

The Board believes that this strategy was followed with the acquisition of Rome Resources Limited and the strategy going forward requires a revision to take account of the Company's current business and future prospects. 

The major risks to the Company's overall strategy are primarily geological and execution risk (i.e. the ability of the Company to successfully build an economically viable mineral resource on its various projects) and the financing risk associated with funding a pre-production exploration and evaluation stage natural resources company.

In relation to cash flow management of the Company, the Directors closely monitor existing and expected cash flow resources and plans for committing these to project development and covering of corporate overheads. In addition, the Board regularly is in contact with market participants to ensure that sufficient interest and awareness is maintained in the market and that the Company can, generally, raise funding as required.

The Company's corporate purpose is to create sustainable long-term value for shareholders by responsibly discovering, developing and monetising critical mineral assets, with a particular focus on tin and related  minerals. This purpose underpins the Board's strategic decisions and the Company's business model, and guides how the Company engages with its employees, host communities and other stakeholders.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board seeks to promote a corporate culture that is based on sound ethical values as it believes the tone and culture set by the Board impacts all aspects of the Company, including the way that employees and other stakeholders behave.

The directors, seek regular engagement with major shareholders and investors in order to understand their views on governance and performance against the strategy.  Culture is monitored through regular reporting from and discussions with management at both the corporate and operational level throughout the Group.  The Board address any shortcomings that are identified promptly.  The Board are committed to keeping these processes and arrangements under review as the Group develops.

Principle 3: Seek to understand and meet shareholder needs and expectations

Rome employs a significant number of workers in its operations from the local community.  There is a strong ethos of wider DRC community engagement in the operating area, including the provision of exploration camp logistics personnel, security personnel and geologists.  The cooperation with the small number of artisanal mining operators is very important and the team ensure these relationships are maintained.

The continuing support of the Company's major shareholders and commitment of the directors and employees is essential to the success of the Company. The directors periodically review the Company's key resources and relationships.

The Company is subject to the rules of AIM. Maintaining a positive relationship with the Company's Nominated Adviser is an important feature of the Company's shares being traded on AIM.

Shareholder input and communication has been actively sought by the Board through direct contact with shareholders at both the Annual General Meeting, monitoring of social media platforms, regular RNS releases, a significant focus on regular updates through a variety of digital platforms, including the Company's website and direct one on one meetings with larger investors. At all times, due regard is given to the price sensitive nature of comments.

All shareholders are encouraged to attend the Company's Annual General Meeting and investors have access to current information on the Company through its website, including a Q&A section allowing investors to ask questions of the Company.

The Board recognises that climate change and environmental stewardship are material considerations for the Company's long-term strategy, particularly given the nature of its mineral assets and operations. The Company is at a pre-production stage, however the Board are committed to ensuring that future feasibility studies on its projects will incorporate environmental planning into its development framework including assessment of climate-related risks and opportunities, energy consumption, carbon footprint, and environmental permitting requirements. The Board will continue to develop its approach to climate-related disclosures as the Company advances towards production, including the publication of a Sustainability Report.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The management of the business and the execution of the Group's strategy are subject to a number of risks. The Group regularly reviews the principal risks that face the business and assesses appropriate responses to mitigate and, where possible, eliminate potential adverse impact.

The Board obtains assurance over the effectiveness of its risk management and internal control arrangements through review of management accounts and financial reporting at each board meeting, direct oversight by the Audit Committee of financial reporting and audit findings, and operational reporting from the DRC projects. In the Board's opinion, the Group is not of a sufficient size or complexity to warrant an internal audit function at this time, but will keep this under review as it grows and develops.

The Board recognises the importance of its employees and consultants and that their engagement, safety and wellbeing are material to the long-term success of the business. The Company maintains direct communication with all site personnel and encourages open reporting of safety or conduct concerns.

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board is responsible for establishing and maintaining the Company's risk management framework and systems of internal control and for reviewing their effectiveness. The Board recognises that effective risk management is critical to the successful execution of the Company's strategy

The Company's risk management framework is designed to identify, assess, monitor and mitigate risks which may affect the achievement of the Company's strategic objectives, whilst also enabling the Company to identify and pursue opportunities in a disciplined and responsible manner.

Risk management is embedded throughout the organisation and forms part of the Company's operational and strategic decision-making processes.  The Board identifies key risks and incorporates these into Board and Management level discussions on a regular basis.

Responsibility for the day-to-day management of risk has been delegated to the executive management team, with oversight provided by the Board and the Audit Committee. Management is responsible for implementing controls and monitoring compliance with Company policies and procedures across both the UK corporate function and in-country operations.

The Board places particular emphasis on governance and compliance procedures given the Company's operations in the DRC. The Company maintains policies and controls relating to anti-bribery and corruption, delegated authorities, financial reporting, insider dealing and ethical business conduct. Employees and contractors are expected to comply with these policies and are encouraged to report concerns through established reporting channels.

The Company's internal controls include defined approval authorities, budgeting and cash flow monitoring procedures, regular operational reporting, contract approval processes and oversight of exploration expenditure. The Board receives regular financial and operational reports to enable it to monitor performance against budgets, work programmes and strategic objectives.

Given the Company's current size and stage of development, the Board does not presently consider it proportionate to establish a dedicated Risk Committee. However, the Board reviews this position periodically and may implement additional assurance functions as the Company grows and its operations become more complex.

The Board considers emerging risks and opportunities as part of its regular strategic reviews and seeks to ensure that the Company maintains sufficient flexibility to respond appropriately to changes in market conditions, regulatory developments and operational circumstances. The Company's risk management and internal control systems are continually reviewed and enhanced to ensure they remain appropriate for the Company's activities and stage of development.

Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair

The Board acknowledges the need to bring in greater independence following a restructuring on the Board in late 2025, with the resignation of Non-executive Directors Marc Mathenz and Edouard Etienvre, and the passing of Mark Gasson.  A new Non-Executive, Director Stephane Mutombo, has been recently appointed to the Board, and a further potential independent Non-Executive Director Edward Loye, has also recently joined.

The Board recognises the importance of robust, independently led audit and remuneration committees vis-à-vis maintaining strong corporate governance.  Following these appointments the Board intends to review the composition of the committees.

The Board makes share options available to non-executive directors in order to attract and retain directors of the calibre necessary for the Company to succeed whilst minimising any cash costs that would otherwise be incurred. The award of share options to directors is not considered to result in their independence being impaired; on the contrary, it is believed that modest and measured awards will provide a cost-effective mechanism to align directors' interests with those of shareholders.

All directors are expected to devote such amount of time as is necessary for the proper performance of their duties. In the case of the non-executive directors, this is expected to spend a minimum of 5 days per month on work for the Company, including time spent at board meetings and in attending any general meetings.

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

Given the size of the Company and Board, formal board performance measures have not been independently developed. The Company relies upon the market and shareholder feedback to assess the Board's performance.

The Board recognises that an effective governance structure, together with an appropriate balance of skills, experience and independence, is fundamental to supporting the Company's strategy and long-term success. As an AIM-quoted mineral exploration and evaluation company with operations in the Democratic Republic of Congo ("DRC"), the Company seeks to ensure that the Board and its committees possess the capabilities necessary to oversee the risks and opportunities associated with operating in the natural resources sector and in emerging market jurisdictions.

As detailed in Principle 6, the Board has recognised the need to bring in additional Non-Executive Directors and has acted upon this with the new appointments made and planned.  The Board believe that following these appointments it will have the necessary mix of skills, experience and executive and non-executive roles suitable for the Company in its current stage of development. 

The non-executive directors are responsible for providing independent judgement, constructive challenge and oversight of executive management. The Board considers that the non-executive directors will contribute an appropriate degree of independence, experience and sector expertise.

The Board recognises the importance of maintaining up-to-date knowledge and capabilities. Directors receive ongoing briefings on regulatory, governance and industry developments relevant to the Company and are encouraged to undertake continuing professional development where appropriate. The Board also receives regular updates from its advisers in relation to AIM Rules, corporate governance developments and changes in relevant legal and regulatory requirements.

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Given the Company's current size and stage of development as an exploration and evaluation company, the Board currently conducts these evaluations through an internally facilitated review process led by the Chair. The process includes consideration of:

-       the balance of skills, experience and independence on the Board;

-       the effectiveness of Board and Committee meetings;

-       the quality and timeliness of information provided to the Board;

-       strategic oversight and monitoring of operational performance;

-       succession planning and Board composition;

-       the effectiveness of communication between directors and management; and

-       the Board's oversight of risk management, governance and stakeholder engagement.

The Chair regularly reviews the performance and contribution of individual directors to ensure that each director continues to demonstrate sufficient commitment and maintains the appropriate skills and knowledge required to fulfil their duties effectively.

The Board also reviews the effectiveness of its committees, including whether their terms of reference and delegated authorities remain appropriate. Recommendations arising from Board evaluations are considered by the Board and, where appropriate, implemented as part of the Company's ongoing governance development.

The Company recognises that its governance requirements are likely to evolve as its operations and activities develop. The Board therefore seeks to maintain a culture of continuous improvement and periodically considers whether additional governance measures, including externally facilitated Board evaluations, would be appropriate as the Company grows.

The Board believes that the current evaluation processes are proportionate and appropriate for the Company's present size and stage of development and support the continued effectiveness of the Board and its governance framework.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

The Committee has adopted a remuneration policy designed to attract, retain and motivate directors and senior management of the calibre required to deliver the Company's strategy, while aligning their interests with those of shareholders and avoiding remuneration structures that incentivise excessive risk-taking. The Remuneration Committee reviews the remuneration policy annually and makes recommendations to the full board.

The Board is aware of the recommendation for an advisory vote on the Directors' remuneration report at the Annual General Meeting but has determined not to adopt it at this time. The Company has not historically provided for such a vote and, given the current size and stage of development of the Company, does not consider it proportionate to do so. The Board will keep this position under review.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Directors believe a healthy dialogue exists between the Board, the Company's shareholders and other stakeholders. The Board take an active interest in the feedback from social media platforms as well as the Company website Q&A section and undertakes a variety of video interviews that are made available to stakeholders through a variety of platforms.

In addition, all shareholders are encouraged to attend the Company's Annual General Meeting. The outcomes of all shareholder votes are disclosed in a clear and transparent manner via a regulatory information service, such as RNS of the London Stock Exchange.

ON BEHALF OF THE BOARD:

Klaus Eckhof

Director

24 June 2026

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROME RESOURCES PLC

Opinion

We have audited the financial statements of Rome Resources 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 loss 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.

Material uncertainty related to going concern

We draw attention to note 1 in the financial statements, which indicates that as a result of the group and the parent company not generating revenue, additional cash resources are expected to be required in order for the group and the parent to continue its operations and continue as a going concern. As stated in note 1, these events or conditions, along with the other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the group and the parent company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 company's ability to continue to adopt the going concern basis of accounting included:

·      Challenging the inputs and assumptions used in the forecasts prepared by management to assess the group's and company's ability to meet financial obligations as they fall due for a period of at least twelve months from the date of approval of the financial statements;

·      Discussing with management as to the strategies that they are pursuing to secure further funding if and when required, considering history in relation to the ability to raise funds;

·      Checking the mathematical accuracy of the cashflow forecasts scenarios prepared by management;

·      Identifying and evaluating subsequent events which affect going concern;

·      Verifying forecasts against post year end information (cash position per bank statements, general ledgers); and

·      Assessing the adequacy of the disclosures in respect of going concern including the uncertainty over the ability to raise additional funds.

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. The materiality applied to the group financial statements was set at £283,000 (2024: £273,000), with performance materiality set at £198,000 (2024: £191,000).

Materiality has been calculated using the benchmark of 2% of the net assets of the group as at 31 December 2025, which we have determined, in our professional judgement, to be the principal benchmark within the financial statements relevant to members of the group in assessing financial performance. A benchmark of 70% (2024: 70%) performance materiality was applied during our audit of the group as we believed this gave sufficient coverage of significant and residual risks within the financial statements.

The materiality applied to the parent company financial statements was £282,000 (2024: £198,000) calculated using the benchmark of 2% of the net asset value as at year end and restricted to below group overall materiality. The performance materiality was again set at 70% (2024: 70%), being £197,000 (2024: £138,000). For each component in the scope of our group audit, we allocated a materiality that was less than our overall group materiality. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £14,100 (2024: £13,000) at group level, and £13,100 (2024: £9,000) at company level.

We applied the concept of materiality both in planning and performing the audit, and in evaluating the effect of misstatement.

Our approach to the audit

Our audit was risk based and was 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.

The group includes the company and its subsidiaries, Pathfinder Battery Commodities Ltd, Rome Resources Limited ("RRL"), Mont Agoma SARL ("MA"), Medidoc-RD Congo SARL ("MRDC") and Kalayi Tin SARL ("KT"). Pathfinder Battery Commodities Ltd was dormant during the year.

The scope of our audit was based on the significance of each of the components' operations and materiality. Each component was assessed as to whether they were significant or not to the Group by either their size or risk. The Company, RRL, MA, MRDC and KT were identified as material components due to their size and identified risks. As a result, full scope audits of these entities were carried out by us as the Group auditor.

In 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 judgements by the directors and considered future events that are inherently uncertain. These areas of estimate and judgement included:

·      The classification and valuation of intangible exploration and evaluation assets (Group);

·      Recoverability of investment in subsidiary undertakings and recoverability of intercompany receivables (Company); and

·      Valuation of share-based payments (Group and Company).

We also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

The Company's accounting function is based in the United Kingdom, with the subsidiary accounting functions based in Canada (RRL) and the Democratic Republic of Congo (MA, MRDC, KT). The audit was performed by our team in London with regular contact maintained with Group and Company management throughout.

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.  

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, industry research, review of RNS announcements, review of board meeting minutes, and 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

o  AIM Rules for Companies;

o  UK Companies Act 2006;

o  UK - adopted international accounting standards;

o  UK Employment Laws and Health and Safety Regulations;

o  UK , Canada and Democratic Republic of the Congo Tax Laws;

o  Local laws and regulations in the Democratic Republic of the Congo and Canada, including mining laws;

o  Environmental laws;

o  General Data Protection Regulations;

o  Anti-Bribery Act;

o  Anti-Money Laundering Regulations

·      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  Enquiries of management

o  Reviewing the board minutes and RNS announcements

o  Reviewing the nature of legal and professional expenditure incurred in the period to assess for any evidence of non-compliance with laws and regulations

·      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, the potential for management bias. Key management judgements have been identified above (see "our approach to audit"). We addressed these areas by challenging the assumptions/judgements made by management and designing audit procedures to either recalculate the balance or review management's workings agreeing key assumptions to supporting documentation and sensitising to assess the reasonableness of the inputs used.

·      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.

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

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.

Zahir Khaki (Senior Statutory Auditor)                                                                              30 Churchill Place

For and on behalf of PKF Littlejohn LLP                                                                                 Canary Wharf

Statutory Auditor                                                                                                               London E14 5RE

24 June 2026