Stakeholder	Their interests	How we engage
	·       Profit	·       Contractors are trained in senior first aid ·       On-the-job training is provided ·       Local contractors are paid promptly ·       Rockfire pays contractors higher than standard industry rates, which are well in excess of minimum average wages ·       Communication with contractors is frequent through the technical team in Greece ·       Induction for health and safety is mandatory for contractors visiting site ·       Daily safety meetings have been implemented during all field operations ·       Rockfire has a whistle-blower policy and procedure in place to ensure compliance, safety and governance ·       Code of conduct providing a framework for ethical decision making ·       Contact and feedback to contractors is regular ·       Anti-corruption and bribery policy

 

On behalf of the Board

 

David Price, Chief Executive Officer

28 May 2026

 

DIRECTORS' REPORT

 

Principal activities

The principal activities of the Group are currently exploration for base metals, precious metals and critical minerals in Greece and Australia. The Group's strategy is to explore for and, where the Directors believe that it is commercially feasible, develop deposits of base metals, precious metals and critical minerals. The Company strategy includes considering opportunities for project sale or joint venture at a point when any of the Group's projects becomes appropriately advanced enough to consider such options.

The Group currently holds one exploration and exploitation licence in Greece, and five exploration permits for minerals in Queensland, Australia.

Financial overview

The loss for the year is in line with the Company's normal exploration and development activities. The Directors remain confident that they will be able to secure additional funding when required. The Directors are also of the view that the investment sentiment in the resource sector is currently slow, but improving, to the extent that the exploration success the Company has achieved to date should enable it to raise sufficient additional exploration funding to continue its exploration programmes.

Further details of the Group's business, including its targets and strategies is given in the Chairman's Statement and the Strategic Report.

Major events after the reporting period

For information regarding events after the reporting date, see Note 22 to the financial statements.

Dividends

The Directors are unable to recommend the payment of a dividend for the year ended 31 December 2025 (2024:

£Nil).

Going concern

The Board believes the Group will generate sufficient working capital to continue in operational existence and will have the ongoing support of its shareholders, as required, for the foreseeable future. Further details on going concern are detailed in Note 3 to these financial statements.

Directors

The Directors in office during the year were:

 

·      Gordon Hart

·      Patrick Elliot

·      Ian Staunton

·      Nicholas Walley

·      David W Price

·      Steven Hunt (Appointed 2 June 2025)

 

Details of Directors' interests in shares and share options are disclosed in the Directors' Remuneration Report.

Significant shareholdings

As at 15 May 2026, being the latest practical date prior to publication of this document, the Company was aware of the following holdings of 3% or more of the issued share capital of the Company. The Company relies on notification of a TR-01 form submission by shareholders for the accuracy of this information.

Ordinary shares		% of the Company's issued share capital
ACAM LP	1,384,615,385	15.84%
TPM Middle East Dubai	312,000,000	3.57%
The Wonderful Group	308,000,000	3.52%
Environmental policy
The Group's projects are subject to environmental matters.	the relevant Greek	and Australian laws and regulations relating to

 

The Group's strategy is to explore for and, where the relevant studies indicate that it is economically viable to do so, to develop mineral deposits. It is the Group's intention to conduct its exploration and investigation activities in a professional and responsible manner, for the benefit of the Company's shareholders, its employees and the national and local communities within which it operates.

The Group aims at all times to conduct its operations in an environmentally responsible manner and in accordance with relevant legislation. The Group aims to adopt best practice policies as recommended by the World Bank, the International Council on Mining & Metals ("ICMM") and others where the Group deems local legislation to be inadequate in terms of environmental protection. The Group has in place a detailed field operations guidelines manual which covers in considerable detail the measures to be taken by field personnel to minimise any negative environmental impact of current exploration activities on the environment.

The Group also recognises the enormous potential of its activities for positive impact on the communities in which it operates and strives to optimise these positive impacts as far as possible.

Political contributions

No political contributions have been made. (2024: £Nil).

Auditor

A resolution proposing that PKF Littlejohn LLP be re-appointed will be put to the forthcoming Annual General Meeting.

Statement of disclosure to auditor

The Directors who held office at the date of approval of this Annual Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditor is unaware and each Director has taken all 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 Company's auditor is aware of that information.

Statement of Directors' responsibilities

The Directors are responsible for preparing the Strategic Report, the Director's 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 prepared the Group and Company financial statements in accordance with UK international accounting standards and with the requirements of Companies Act 2006.

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 Group and the Company and of the profit or loss of the Group and Company for that period.

In preparing the Group and Company 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 whether they comply with UK international accounting standards in conformity with the Companies Act 2006, 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 Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Group's Annual Report will be published on the Group's website and in this regard the Directors accept responsibility for the maintenance and integrity of the website.

Annual General Meeting and recommendation

The Board considers that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Group as a whole and its unanimous recommendation is that shareholders support these proposals as the Directors intend to do in respect of their own holdings. Further details regarding the location and timing of the Company's forthcoming Annual General Meeting will be provided shortly.

We thank you for your continuing support of Rockfire and welcome you to remain a shareholder as we strive to build Rockfire into a cash-positive company.

On behalf of the Board

 

David Price, Chief Executive Officer

28 May 2026

 

CORPORATE GOVERNANCE STATEMENT

As Chairman of Rockfire, it remains my responsibility to ensure that Rockfire has both sound corporate governance and an effective Board. This is achieved by ensuring that the Company and the Board are acting in the best interests of shareholders, and by making sure that the Board discharges its responsibilities with diligence, consideration and honesty. This includes creating the right Board dynamic and ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings.

My responsibilities include leading the Board effectively, overseeing the Group's corporate governance model, communicating with shareholders and ensuring that good information flows freely between the Executive and Non-executive Directors in a timely manner.

The Directors recognise the importance of sound corporate governance and to the extent applicable, and to the extent able to, apply The Quoted Companies Alliance Corporate Governance Code (the ''QCA Code''), which the Board consider the most appropriate recognised governance code for a company of its size and listing status. Throughout the year ended 31 December 2025, the Group continued to apply the 2018 edition of the QCA Code as the basis for its governance arrangements, while reviewing the changes introduced by the 2023 edition with a view to alignment during 2026.

While the Group continued to apply the 2018 QCA Code during the year, the Board has already begun aligning its arrangements with the more significant changes introduced by the 2023 Code, and the Board recognises that further work is required to fully align with the 2023 Code. The Company is seeking advice on one of recommended changes to the QCA guidance involving director election rotation but will not be adopting this recommendation until further advice is provided.

In light of the Company's size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

Principle 1 - Establish a strategy and business model which promotes long-term value for shareholders

Rockfire is an AIM-quoted mineral explorer with projects located in Greece and Australia. The Company's strategy

is to identify mineral deposits which can be developed into mines to create value and income for shareholders.

Throughout 2025, the Board has delivered on its strategy to achieve growth of the Group, with highly successful exploration results at Molaoi in Greece.

Please see the risk management section on the 2025 Annual report for further details on key challenges in the execution of the Company strategy.

The Company continues to seek other resource projects.

 

Principle 2 - Seek to understand and meet shareholder needs and expectations NEEDS OF SHAREHOLDERS

The principal need of a shareholder is to achieve a return on their investment.

EXPECTATIONS OF SHAREHOLDERS

A shareholder can reasonably expect the Company and management to;

 

·      deliver on its obligations and commitments to Principle 1;

·      ensure its management and Directors act with integrity and professionalism in running the Company;

·      direct the expenditure of monies on appropriate exploration methods and to ensure expenditure is justified and accountable;

·      provide enough flow of information on exploration progress to allow the shareholder to make informed decisions on their investment;

·      publish clear and concise announcements, with minimal technical complexity; and

·      provide open access to the Board or CEO to provide clarification.

 

We seek to engage with our shareholders through updates to the market via regulatory news flow ('RNS'), on

matters of a material substance and regulatory nature. Whilst being mindful of the requirements of the AIM Rules and Market Abuse Regulations the Board may engage with shareholders directly from time to time in relation to questions that they may have and other matters.

The Company's AGM also provides an opportunity for shareholders to ask questions during the formal business of the meeting and informally following the meeting.

The Board shall ensure that the voting decisions of shareholders at the AGM are reviewed and monitored and that approvals sought at the Company's AGM will be in line with the recommended corporate guidelines of the QCA Code.

Shareholder enquiries should be emailed to: [email protected].

Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long-term success

Consider wider stakeholder and social responsibilities and their implications for long term success.

ENGAGEMENT

The Board believes that engaging with stakeholders strengthens relationships and helps make better business decisions to deliver on commitments. The Board is regularly updated on wider stakeholder engagement feedback to stay abreast of stakeholder insights into the issues that matter most to them, and to enable the Board to understand and consider these issues in decision-making. Aside from shareholders, suppliers and customers, our workforce is one of the most important stakeholder groups and the Board therefore closely monitors their feedback to ensure alignment of interests

WORKFORCE

The Board has established a safe and healthy work environment, which complies with the relevant Occupational Health and Safety laws. It has tried to ensure that the workforce is provided with enough training to develop the appropriate skills and knowledge to complete the tasks requested of them.

The Company shall;

 

·      adhere to the relevant laws, rules and regulations within the jurisdictions in which it operates;

·      ensure technical reporting obligations are submitted on time;

·      complete environmental management reports for the government; and

·      comply with site-clearing and rehabilitation guidelines and expectations on a "best practice" approach.

TRADITIONAL LANDOWNERS

 

The Company shall respect traditional lands, customs and culture on all land with registered traditional ownership. Heritage clearance, as required by law shall be sought and honoured. Where appropriate, traditional landowners shall be consulted with and included in any opportunities for employment on an equal basis.

LANDOWNERS AND PASTORALISTS

The Company shall respect and acknowledge the rights of landowners and leaseholders. The Company shall work with the landowner in an ethical manner and where possible, shall offer opportunity to the landowner to participate in the work program.

CONTRACTORS AND SUPPLIERS

·      For the sake of Occupational Health & Safety, all contractors and sub-contractors shall be treated in the same manner as employees.;

·      Independent contractors will be required to provide their own PPE (personal protective equipment) whilst working on any of the Company sites;

·      All contractors shall be subject to a Site Induction on their first visit to any of the sites being explored by the Company;

·      All independent contractors will be required to carry their own Public Liability and Workers Compensation Insurances;

·      To ensure a safe and productive work environment, the appropriate Occupational Health & Safety requirements, induction procedures and safety precautions shall be established by the Company; and

·      The Company has designated an appropriately experienced and qualified representative to act as a

"Liaison Officer" between contractors and the Company.

Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation

The risks facing the Company are detailed in the risk management section of the Strategic Report. The Board seeks to mitigate such risks so far as it is able to do, but certain important risks cannot be controlled by the Board.

In setting and implementing the Company's strategies, the Board, having identified the risks, seeks to limit the extent of the Company's exposure to them having regard to both its risk tolerance and risk appetite.

Principle 5 - Maintain the board as a well-functioning, balanced team led by the Chair

Ian Staunton is considered to be independent. Nicholas Walley and Patrick Elliott, as significant shareholders, are not considered to be independent.

The Company is aware that having an Executive Chairman is not in line with the recommendations made by the QCA. The role of Executive Chairman has been primarily to ensure that best practice policies and procedures are implemented through identifying and appointing the appropriate Directors, ensuring the Board is run in an effective manner, and assisting the Chief Executive Officer with legacy matters. There is a clear split of responsibilities between the Executive Chairman and the Chief Executive Officer. The Board believes that the skillsets of the Directors are appropriate and beneficial for all shareholders and stakeholders.

All Directors are expected to devote the necessary time commitments required by their position and are expected to attend all Board meetings. The Board convenes outside these meetings on an ad hoc basis as and when it deems necessary.

The number of meetings of the Board and attendance for the year ended 31 December 2025 are set out below:

 

	Meetings held	Meetings attended
Gordon Hart	8	8
Patrick Elliott	8	5
Ian Staunton	8	8
Nicholas Walley	8	8
David Price	8	8
Steven Hunt	5	5

 

Principle 6 - Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board comprises the Executive Chairman, Gordon Hart; the Chief Executive Officer, David Price; and four Non-executive Directors, Ian Staunton, Patrick Elliott, Nicholas Walley and Steven Hunt. Further details on the Board can be found on the Director biographies section of the 2025 Annual Report, which details the relevant experience, skills and personal qualities and capabilities that each director brings to the board.

 

The Board is therefore satisfied that it has a suitable balance between independence on the one hand, and direct managerial and operational knowledge of the Company on the other, which ensures that no individual or group may dominate the Board's decisions. The Board is also satisfied that the Board has sufficient knowledge of the Group and its operations to enable it to discharge its duties and responsibilities effectively. All Directors use their independent judgement to challenge all matters, whether strategic or operational.

The Directors endeavour to ensure that their knowledge of best practices and regulatory developments is up to date by technical reading and attending relevant seminars and conferences as considered necessary. All Directors receive regular updates on legal and governance issues. Gordon Hart has attended numerous webinars and conferences held by the Australian Institute of Company Directors. All Directors are encouraged to attend presentations, conferences and webinars which improve their skill base.

The Board has regular contact with its advisors to ensure that it is aware of changes to generally accepted corporate governance procedures and requirements and that the Group remains compliant with applicable rules and regulations. The Company's nominated advisor supports the Board's development, specifically providing guidance on corporate governance and other regulatory matters, as required.

Each Director can take independent professional advice in the furtherance of his duties, if necessary, at the

Company's expense.

Neither the Board nor its committees have sought external advice on a significant matter.

Principle 7 - Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Given the current stage of the Company's development the Directors believe that the Board operates efficiently and cost effectively and that the cost of an external review process is not justified. Nevertheless, it is intended that the Board will be strengthened in due course to reflect the Group's progress with exploration and growth.

No board performance evaluation has taken place in the year for the reason described above.

Principle 8 - Promote a corporate culture that is based on ethical values and behaviours

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Group as a whole and that this will impact the performance of the Group. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that employees and other stakeholders behave. The Corporate Governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders, and that shareholders have the opportunity to express their views in a manner that encourages open dialogue with the Board. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.

A large part of the Company's activities is centred upon an open and respectful dialogue with employees, contractors, clients and other stakeholders. The Board places great importance on this aspect of corporate life and seeks to ensure that transparency and openness are evident in all that the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge.

The Board has adopted a code of conduct which provides a framework for ethical decision-making and actions across the Group. The code of conduct reiterates the Group's commitment to integrity and fair dealing in its business affairs and its duty of care to all employees, contractors and stakeholders.

 

Each Board member's adherence to the Group's code of conduct is assessed annually. Employees are assessed

on their performance and their adherence to the code of conduct through their annual performance review.

Principle 9 - Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

BOARD PROGRAMME

The Board is responsible for approving the Company strategy and policies, for safeguarding the assets of the Company, and is the ultimate decision-making body of the Company in all matters except those that are reserved for specific shareholder approval.

The Board sets direction for the Company through a formal schedule of matters reserved for its decision.

The Board meets at least four times each year in accordance with its scheduled meeting calendar and maintains regular dialogue between Board members.

Prior to the start of each financial year, a schedule of dates for that year's Board meetings is compiled. This may

be supplemented by additional meetings as and when required

The Board and its committees receive appropriate and timely information prior to each meeting, with a formal agenda being produced for each meeting, and Board and committee papers distributed several days before meetings take place.

Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company's executive management team.

ROLES AND RESPONSIBILITIES

There is a clear division of responsibility at the head of the Company. The Chairman is responsible for:

·      running the business of the Board;

·      setting the agenda for Board meetings;

·      ensuring appropriate strategic focus and direction;

·      facilitating effective contribution from all Directors; and

·      promoting constructive and respectful relations between the Board and management.

The Chief Executive Officer is responsible for:

·      proposing the strategic focus to the Board;

·      implementing strategy once it has been approved by the Board;

·      overseeing the management of the Company through the executive management team; and

·      where proposed transactions, commitments or arrangements exceed the thresholds set by the Board to refer the matter to the Board for its consideration, review and approval.

The Board is supported by the Audit and Remuneration committees. Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties.

The Audit Committee's primary function is to assist the Board in fulfilling its responsibilities by reviewing the:

·      Quality and integrity of financial reporting;

·      Systems of internal control which management and the Board have established to safeguard the Group's

financial and physical assets and facilitate compliance with relevant statutory and regulatory requirements;

·      Effectiveness and independence of the external audit process; and

·      Quality and relevance of financial and non-financial information provided to management and the Board on which decisions will be based.

The Remuneration Committee acts as the Board's committee to oversee employment and remuneration contracts

for management and directors.

The roles of the Audit and Remuneration Committees are available on the website at www.rockfireresources.com.

All matters that have a material impact upon the Company or any of its subsidiaries will be referred to the Board. However, below is a schedule of matters reserved specifically for the decision of the Board or a duly authorised committee thereof. The Board has the authority to obtain outside legal or other independent advice at the expense of the Company.

Financial matters:

·      Approval of full year (preliminary) and half year results announcements.

·      Adoption of significant change in accounting policies or practices.

·      Approval of all circulars and prospectus to shareholders.

·      Changes relating to the capital structure of the Company.

·      Approval of increases in share capital of any group company.

·      The approval of all guarantees given by the Company.

·      Ratify the use of Rockfire Resources plc company seal.

Corporate matters:

·      Convening general meetings of the Company.

·      Recommending to shareholders the approval of alterations to the Memorandum and Articles of Association of the Company.

·      Making any take-over offer for another company or other companies within the City Code on Takeovers and Mergers and considering a response to any such approaches to the Company.

Annual report and accounts

To issue the Annual Report of the Company having approved the following:

·      Strategic Report.

·      Directors Report.

·      Remuneration Report. The remuneration report will be put to the shareholders for an advisory vote at every Annual General Meeting.

·      Accounts and notes to the accounts.

Appointments and structure:

·      Appointment and removal of the Chairman.

·      Appointment, removal and re-election of the Directors.

·      Appointment and removal of the Company Secretary.

·      Reviewing succession planning for the Board and senior management of the Group.

·      Carry out a formal and rigorous review of its own performance and that of its committees and individual Directors on an annual basis.

 

Budgets, contracts and business development:

·      Approval of strategic plans of the Company.

·      Approval of the annual budget of the Company.

·      Approval of significant changes in treasury and foreign currency policy of the Company.

·      Approval of material contracts.

·      Significant changes to the Company's activities to include, acquisitions or divestments or entry into a new

foreign jurisdiction or exit from an existing one.

 

Internal controls:

 

To receive reports directly from the Chief Executive Officer on the Group's internal control systems and to consider

amongst others:

 

·      Changes in the nature and extent of significant risks to the business.

·      The key risks and how these are evaluated and managed.

 

To review annually the effectiveness of the Company's internal control systems and consider:

 

·      For identified weaknesses, the actions being taken and the timeliness of rectification.

·      The effectiveness and output of the management's review process.

·      Incidence of major control weaknesses, their cause and potential impact on the business.

·      To report to shareholders on the review of the internal control systems.

 

Board committees:

 

·      Approving terms of reference for Board Committees and agreeing division of responsibility between Chairman and Chief Executive Officer.

·      Recommendation to shareholders to appoint or remove the Company's auditors including approval of their

fees.

·      Appointment or removal of the Company's principal advisors.

·      Approval of major changes in employee share and incentive schemes.

·      Approval of the Group's Health and Safety Policy.

·      Approval of the Group's Environmental Policy.

·      Monitoring of the Directors and Officers Liability Insurance.

·      Agreeing fee levels for Non-executive Directors.

 

As the Group grows and develops the Board will periodically review its corporate governance framework to ensure it remains appropriate for the size, complexity and risk profile of the Group.

 

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

 

The Board attaches great importance to providing shareholders with clear and transparent information on the Company's activities, strategy and financial position.

 

The Company communicates with shareholders through the Annual Report, full-year and half-year announcements, the Annual General Meeting and one-to-one meetings with large existing or potential new shareholders.

 

The Company announces significant developments which are disseminated via various outlets including the

London Stock Exchange's Regulatory News Service (RNS).

 

The audit committee is chaired by Ian Staunton and includes Patrick Elliott and Gordon Hart, and their biographies can be found on page 4. The full role of the committee is detailed on page 22 of these financial statements and is to consider and approve the interim results, and with the auditors to consider the Annual Report and matters raised by the auditors based on their audit. So far as possible recommendations by the auditors are immediately implemented. To date, audit committee matters have been discussed in full Board meetings. As such no formal audit committee reports have been required.

The remuneration committee is chaired by Nicholas Walley and includes Patrick Elliott, and their biographies can be found on page 4. The remuneration committee meets on an ad hoc basis, when required. Fees payable to the Non-executive Directors are determined by the Executive Directors.

Additional information supplied by the remuneration committee has been disseminated across this Annual Report, rather than included as a separate committee report.

 

Gordon Hart, Chairman

28 May 2026

 

INDEPENDENT AUDITOR'S REPORT

 

Opinion

We have audited the financial statements of Rockfire 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 Statements 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 3d) in the financial statements, which indicates that the Group will require further funds to be raised over the next 12 months in order for the Group to undertake its planned exploration programmes, including meeting minimum expenditure commitments under licences. As stated in note 3d), these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's and 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 Group's and 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;

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

·      Corroborating committed and discretionary cash flows to supporting evidence;

·      Reviewing budgeted overheads to historic financial information and current run rates to assess the

accuracy of management's forecasting;

·      Assessing the existence of subsequent events which may affect going concern and evaluating the likelihood of occurrence of forecasted inflows;

·      Stress-testing the forecasted cash flows in order to evaluate the likelihood of potential downside scenarios that may have an impact on headroom;

·      Reviewing post year end cash position in comparison to the forecasted position; and

·      Assessing the adequacy of the disclosures in respect of going concern including uncertainties.

 

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

	Group	Company
Materiality	£155,000 (2024: £153,000)	£140,000 (2024: £148,000)
Performance materiality	£109,000 (2024: £107,000)	£98,100 (2024: £103,000)

 

The benchmark for determining materiality of the Group was 2% of gross assets, and for the Parent Company 2% of gross assets capped at 90% of Group materiality (2024: 2% of gross assets for Group and Parent Company). We consider gross assets to be the most significant determinant of the group's financial position and performance used by shareholders, with the key financial statement balances being intangible exploration and evaluation assets and cash and cash equivalents. The going concern of the Group is dependent on its ability to fund operations going forward, as well as on the valuation of its assets, which represent the underlying value of the Group. The basis for calculating materiality was unchanged from the prior year.

Performance materiality for the Group and Parent Company was set at 70% (2024: 70%) to ensure sufficient coverage of key balances. Performance materiality for material components was set at a range between £45,000-

£65,000 (2024: £74,900) using an appropriate allocation of Group performance materiality based on gross asset contribution. We applied the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.

We agreed with the audit committee that we would report to the committee all audit differences identified during the course of our audit in excess of £7,770 (2024: £7,000) for the Group financial statements as a whole and

£7,000 (2024: £7,000) for the Parent Company. We also agreed to report differences below these thresholds that, in our view warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of assessing the recoverability of exploration, and evaluation expenditure, the carrying value and recoverability of investments in subsidiaries and intragroup balances at Parent Company level, and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A full scope audit was performed on the financial information of the Group's material operating components which, for the year ended 31 December 2025, were located in the United Kingdom, Australia and Greece. The audit of material components was performed in London solely by PKF Littlejohn LLP using a team with experience of auditing mineral exploration and publicly listed entities.

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. In addition to the matters described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

 

Key Audit Matter	How our scope addressed this matter
Carrying value and appropriate capitalisation of Intangible Assets - Group (Note 9)
The Group has intangible assets in relation to capitalised exploration costs in respect of its Australian and Greek projects amounting to £6,428k (2024: £5,657k). There is the risk that these assets have been incorrectly capitalised in accordance with	Our work in this area included: ·      Confirmation that the Group has good title to the applicable   exploration            licences,      including

 

IFRS 6 and that there are indicators of impairment as at 31 December 2025 which could affect its valuation. Particularly for early-stage exploration projects where the calculation of recoverable amount via value in use calculations cannot be accurately determined, management's assessment of impairment under IFRS 6 requires estimation and judgement. As a result of the level of management estimation and judgement required, we consider this to be a key audit matter.	consideration of the fulfilment of any specific conditions therein; ·      Substantive testing of a sample of exploration and evaluation expenditures incurred during the year to assess their eligibility for capitalisation under IFRS 6; ·      Making enquiries of management regarding progress at each project during the year and future plans for each project; ·      Reviewing minutes and Regulatory News Service ('RNS') announcements during the year and post year end for indications of impairment indicators; ·      Reviewing management's impairment paper in respect of the carrying value of intangible assets and providing challenge, corroborating any key assumptions used; ·      Performing an independent assessment of whether there are indications of impairment on a project by project basis in accordance with IFRS 6; and ·      Evaluating the presentation and disclosures in the financial statements. Key observation We note that, as stated in Note 9, as at the date of approval of the financial statements, a number of the Group's Australian licences have expired or are due to expire in the next 12 months and are currently undergoing renewal. Should renewals not be forthcoming, this may result in impairment to the related intangible assets.
Recoverability of investments and intragroup balances - Parent Company (Notes 11 and 12)
Investments in subsidiaries and intragroup loans are significant assets in the Parent Company's financial statements, amounting to £1,031k (2024: £1,031k) and £7,685k (2024: £6,231k), respectively. Their recoverability is directly linked to the recoverability of intangible assets in those entities and hence may not be fully recoverable. As a result of the level of management estimation and judgement required, we consider this to be a key audit matter.	Our work in this area included:   ·      Confirming ownership of investments; ·      Reviewing the investment balances for indicators of impairment in accordance with IAS 36; ·      Considering the appropriateness of the methodology applied by management in their assessment of the recoverable amount of intragroup loans, and the calculation of any expected credit loss provisions against these balances, in accordance with the requirements of IFRS 9; ·      Evaluating the recoverability of investments and intragroup loans by reference to underlying net asset values and exploration projects; and ·      Evaluating the presentation and disclosures in the financial statements in accordance with IFRS.

 

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, application of cumulative audit knowledge and experience of the sector. We ensured that the audit team collectively had the appropriate experience with auditing entities within this industry, facing similar audit and business risks, and of a similar size.

·      We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from:

o  Companies Act 2006;

o  AIM Rules;

o  Employment law;

o  Local mining legislation in Australia and Greece; and

o  Local tax regulations in the UK, Australia, and Greece.

·      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  Making enquiries of management;

o  A review of Board minutes;

o  A review of legal ledger accounts; and

o  A review of RNS announcements.

·      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, that the potential for management bias was identified in relation to the carrying value and capitalisation of costs as intangible assets and the carrying value of investments and intragroup loans as noted in our Key Audit Matters above. We addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate.

·      As in all 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.

 

Imogen Massey (Senior Statutory Auditor)	30 Churchill Place
For and on behalf of PKF Littlejohn LLP	London
Statutory Auditor	E14 5RE
28 May 2026

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025

 

	Note	2025 £		2024 £
Interest income		48		5
Gain on remeasurement of deferred consideration		96,200		-
Administrative expenses		(1,428,330)		(2,000,761)
Operating loss	6	(1,332,082)		(2,000,756)
Loss before taxation		(1,332,082)		(2,000,756)
Taxation	7	-		-
Loss for the year attributable to shareholders of the Company		(1,332,082)		(2,000,756)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation movement		45,145		(291,640)
Total comprehensive loss attributable to shareholders of the Company		(1,286,937)		(2,292,396)
Loss per share attributable to shareholders of the Company Basic and diluted	8	(0.03)p		(0.07)p

 

 

The notes on pages 40 to 61 form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2025

Company Registration No. 07791328

Assets	Note	2025 £		2024 £
Non-current assets
Intangible assets	9	6,428,080		5,657,375
Property, plant and equipment	10	21,477		40,888
Other receivables	12	91,818		73,591
		6,541,375		5,771,854
Current assets
Cash and cash equivalents	13	1,057,236		936,205
Trade and other receivables	12	168,278		65,491
		1,225,514		1,001,696
Total assets		7,766,889		6,773,550
Equity and liabilities
Equity attributable to shareholders of the Company
Share capital	14	12,308,110		9,933,289
Share premium	14	21,177,646		21,271,228
Other reserves	15	2,295,035		2,295,035
Merger relief reserve	15	190,000		190,000
Foreign exchange reserve	15	(500,820)		(545,965)
Retained deficit		(28,183,806)		(26,931,012)
Total equity		7,286,165		6,212,575
Current liabilities
Trade and other payables	17	480,724		560,975
Total liabilities		480,724		560,975

Total equity and liabilities                  7,766,889                              6,773,550

The notes on pages 40 to 61 form part of these financial statements.

 

COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2025

Company Registration No. 07791328

Note                             2025                          2024

£                                  £

Assets

 

Non-current assets

 

Property, plant & equipment	10	841		1,122
Investments	11	1,030,640		1,030,640
Total non-current assets		1,031,481		1,031,762
Current assets
Trade and other receivables	12	7,779,043		6,265,346
Total current assets		7,779,043		6,265,346
Total assets		8,810,524		7,297,108
Equity
Equity attributable to shareholders of the Company
Share capital	14	12,308,110		9,933,289
Share premium	14	21,177,646		21,271,228
Other reserves	15	1,801,872		1,801,872
Merger relief reserve	15	190,000		190,000
Accumulated losses	15	(26,793,911)		(26,384,677)
Total equity		8,683,717		6,811,712
LIABILITIES
Current liabilities
Trade and other payables	17	126,807		485,395
Total liabilities		126,807		485,395
Total equity and liabilities		8,810,524		7,297,107

 

 

As permitted by section 408 of the Companies Act 2006, the Company has not presented its own income statement.

The Company's total comprehensive loss for the year was £488,522 (2024: loss of £414,184).

 

The financial statements were approved and authorised for issue by the Board on 28 May 2026 and signed on its behalf by:

 

David Price

Chief Executive Officer

The notes on pages 40 to 61 form part of these financial statements.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

Company Registration No. 07791328

 

		Share capital	Share premium	Other reserves	Merger relief reserve	Foreign exchange reserve	Retained deficit	Total equity
	Note	£	£	£	£	£	£	£
As at 1 January 2024		8,548,460	21,210,144	2,295,035	190,000	(254,325)	(24,947,177)	7,042,137
Loss for the financial year		-	-	-	-	-	(2,000,756)	(2,000,756)
Foreign exchange translation movement		-	-	-	-	(291,640)	-	(291,640)
Total comprehensive loss		-	-	-	-	(291,640)	(2,000,756)	(2,292,396)
Shares issued during the year	14	1,384,829	175,536	-	-	-	-	1,560,365
Share issuance costs	14	-	(114,452)	-	-	-	-	(114,452)
Share-based payments	16	-	-		-	-	16,921	16,921
Total transactions with shareholders		1,384,829	61,084		-	-	16,921	1,462,834
At 31 December 2024		9,933,289	21,271,228	2,295,035	190,000	(545,965)	(26,931,012)	6,212,575
As at 1 January 2025		9,933,289	21,271,228	2,295,035	190,000	(545,965)	(26,931,012)	6,212,575
Loss for the financial year		-	-	-	-	-	(1,332,082)	(1,332,082)
Foreign exchange translation movement		-	-	-	-	45,145	-	45,145
Total comprehensive loss		-	-	-	-	45,145	(1,332,082)	(1,286,937)
Shares issued during the year	14	2,374,821	30,679	-	-	-	-	2,405,500
Share issuance costs	14	-	(124,261)	-	-	-	-	(124,261)
Share-based payments	16	-	-		-	-	79,288	79,288
Total transactions with shareholders		2,374,821	(93,582)	-	-	-	79,288	2,360,527
At 31 December 2025		12,308,110	21,177,646	2,295,035	190,000	(500,820)	(28,183,806)	7,286,165

 

 

The notes on pages 40 to 61 form part of these financial statements. A description of each reserve is included in Note 15.

 

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

 

		Share capital	Share premium	Other reserves	Merger relief reserve	Accumulated losses	Total equity
	Note	£	£	£	£	£	£
As at 1 January 2024		8,548,460	21,210,144	1,801,872	190,000	(25,987,414)	5,763,062
Loss for the financial year		-	-	-	-	(414,184)	(414,184)
Total comprehensive loss		-	-	-	-	(414,184)	(414,184)
Issue of share capital	14	1,384,829	175,536	-	-	-	1,560,365
Share issuance costs	14	-	(114,452)	-	-	-	(114,452)
Share-based payments	16	-	-	-	-	16,921	16,921
Total transactions with shareholders		1,384,829	61,084		-	16,921	1,462,834
At 31 December 2024		9,933,289	21,271,228	1,801,872	190,000	(26,384,677)	6,811,712
As at 1 January 2025		9,933,289	21,271,228	1,801,872	190,000	(26,384,677)	6,811,712
Loss for the financial year		-	-	-	-	(488,522)	(488,522)
Total comprehensive loss		-	-	-	-	(488,522	(488,522)
Issue of share capital	14	2,374,821	30,679	-	-	-	2,405,500
Share issuance costs	14	-	(124,261)	-	-	-	(124,261)
Share-based payments	16	-	-	-	-	79,288	79,288
Total transactions with shareholders		2,374,821	(93,582)	-	-	79,288	2,360,527
At 31 December 2025		12,308,110	21,177,646	1,801,872	190,000	(26,793,911)	8,683,717

 

The notes on pages 40 to 61 form part of these financial statements. A description of each reserve is included in Note 15.

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

 

			2025		2024
	Note		£		£
Cash flow from operating activities
Loss for the year before tax			(1,332,082)		(2,000,756)
Depreciation	10		6,159		5,409
Expenses settled in shares			16,762		8,612
Loss on disposal of property, plant and equipment			17,856		187
Finance income			(48)		(5)
Foreign exchange differences			(88,978)		(8,324)
Share-based payment and warrant charge	16		79,288		16,921
Gain on fair value on deferred consideration	17		(96,200)		-
Decrease in trade and other receivables	12		90,629		1,719,798
Increase in trade and other payables	17		58,245		320,820
Net cash (outflow)/ inflow from operating activities			(1,248,368)		62,662
Cash flow from investing activities
Exploration expenditure	9		(637,369)		(979,962)
Acquisition of property, plant and equipment	10		(3,957)		(20,377)
Deferred consideration payments	17		(50,000)		-
Interest received			48		5
Net cash used in investing activities			(691,278)		(1,000,334)
Cash flow from financing activities
Proceeds from issuance of ordinary shares	14		2,184,938		1,551,753
Share issuance costs	14		(124,261)		(114,451)
Net cash generated from financing activities			2,060,677		1,437,302
Net increase in cash and cash equivalents			121,031		499,630
Cash and cash equivalents at the beginning of the year	13		936,205		436,575
Cash and cash equivalents at the end of the year			1,057,236		936,205