Serval Resources PLC

("Serval" or the "Company")

22 May 2026

 

Final Results for the Year ended 30 November 2025

Issue of Equity

 

 

Serval Resources Plc (AIM: SRVL), a company focused on building an independent copper and future metals developer, hereby publishes its final results for the year ended 30 November 2025 (the “Year”). The Chairman’s Statement and Financial Statements are below, while the full Annual Report can be found on the Company’s website at:

https://www.servalresources.com/investors/results/ .

 

Issue of new Ordinary Shares and Total Voting Rights

 

The Company also announces the issue of 155,554 new ordinary shares (the “New Ordinary Shares”) of £0.005 each to be admitted to trading on AIM, at an issue price of 22.5 pence per New Ordinary Share as payment to certain professional advisors for services provided. The New Ordinary Shares will rank pari passu in all respects with the Company’s existing ordinary shares listed on AIM. Application has been made for the 155,554 New Ordinary Shares to be admitted to trading on AIM, which is expected to take effect on or around 28 May 2026 (“Admission”).  

 

Subsequently, in accordance with the Disclosure Guidance and Transparency Rules (DTR 5.6.1R), the Company hereby notifies the market that immediately following Admission of the New Ordinary Shares, its issued and outstanding share capital will consist of 33,869,738   Ordinary Shares, each of which carries one vote, and 8,053,725 Deferred Shares, which hold no voting rights. The Company does not hold any shares in treasury. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

 

Chairman’s Statement

 

Dear Shareholders,

 

I am pleased to report on the Oscillate Plc, since renamed Serval Resources Plc, (the “Company”) results for the year to 30 November 2025 (the “Year”). This has been a transformational period for the Company, given it has made a strategic shift into copper and associated metals central to the energy transition and the rapidly expanding digital economy.

 

During the Year, the Company signed heads of terms to acquire Kalahari Copper Limited (“Kalahari Copper”), thereby establishing it as a major landholder in two of Africa’s most prospective regions for the discovery of new copper deposits: the Kaoko Basin in Namibia and the Kalahari Copper Belt in Botswana. The Company also entered into a joint venture and earn-in agreement in Côte d’Ivoire with La Minière de L’Éléphant SARL (“Laminele”) in respect of the Duékoué molybdenum-copper project.

 

The copper space is incredibly compelling given the strong supply and demand fundamentals. The Company’s strategy is to prove up a substantial resource base and develop new sources of sustainable copper in order to alleviate the major shortfall in supply forecast in coming years.

 

The excitement we feel for copper has been replicated in the pricing for this commodity which had a breakout year in 2025. London Metal Exchange prices grew ca. over 40% from under US$9,000 per tonne to US$12,500 per tonne by the end of the year, and prices have continued to rise further in 2026, albeit with some volatility, reaching over US$13,000 per tonne. Some analysts believe that this is more than a typical upswing: copper is being repriced amid tightening fundamentals. S&P Global recently produced a review of the market that flagged a potential 10 million tonne shortfall by 2040, without significant investment in new supply.

 

The Company’s projects in both Namibia and Botswana hold the potential for silver as an important by-credit.   Unlike gold, more than half of global silver is used in industry rather than investment, as it is a critical component in modern technology, healthcare and renewable energy. In Côte d’Ivoire, our project provides exposure to the molybdenum market, which is notable as an increasingly critical mineral for military and defence applications.

 

Post year end, the acquisition of Kalahari Copper completed simultaneously with the Company’s step up to the AIM market and official change of name to Serval Resources Plc. This was an important milestone for the Company and provides the foundation from which to grow the business. A new website was launched at www.servalresources.com which sets out the progression of the Company’s disclosure, governance and board processes and committees, in line with the requirements of the AIM market.

 

The Board of the Company was further strengthened both during the Year and post Year end with the appointments of Brian Gordon and Andrew Benitz as Non-Executive Directors. Both bring extensive capital markets and mining expertise to the benefit of our team.

 

In conjunction with the AIM listing, the Company raised gross proceeds of £2.96 million from a mix of new and existing shareholders. Our priority now is to put the funds to good use by advancing our exciting exploration targets in Namibia and Botswana.

 

 

Review of Financial Position Statement

Please refer to the Statement of Financial Position for the Company. Overall, the net assets for the Company were £910,899 as at 30 November 2025 (2024: £1,758,375). Please see below for separate reviews of each asset class.

 

Non-Current Assets

The Company’s non-current assets consist of non-listed investments stated at cost less fair value adjustment.

 

Current Assets

As at 30 November 2025, the Company’s cash at bank was £218,624 (2024: £1,563,612).

 

Current Liabilities

As at 30 November 2025, the Company had trade payables of £218,801 (2024: £20,032) and accruals of £68,500 (2024: £23,375). These reflect the increased activity of the Company.

 

Equity

There was no increase in the called-up share capital during the Year.

 

The loss after tax for the Company for the year of £847,476 (2024: £3,970,705) increased the Profit and Loss Account deficit to £8,244,450 (2024: £7,396,974).

 

Outlook

2026 promises to be another exciting year as the Company progresses and reports upon its exploration plans across the project areas, and we will continue to watch the copper market with interest as prices reach new highs.

 

The Board would like to thank the Company’s shareholders, advisers and stakeholders for their continued support.

 

John Treacy

Chairman 

Serval Resources Plc

 

Enquiries:  

 

Serval Resources	Company	Robin Birchall	+ 44 (0) 7711 313 019   [email protected]
	IR	Cathy Malins	+44 (0) 7876 796 629   [email protected]
SP Angel Corporate Finance LLP	Nominated Advisor and Broker	David Hignell   Charlie Bouverat   Devik Mehta	+44 (0) 20 3470 0470
AlbR Capital Limited	Joint Corporate Broker	Lucy Williams Duncan Vasey	+44 (0) 20 7469 0930
Tavistock Communications	PR	Charles Vivian     Eliza Logan	+44 (0) 20 7920 3150

   

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

 

About Serval Resources  

Serval Resources (AIM: SRVL) is an AIM-listed explorer focused on copper and associated future metals critical to the global energy transition and digital economy. The company is building a portfolio of exploration and development assets in the emerging copper belts of Namibia, Botswana and Côte d’Ivoire, aiming to become a leading mid-cap player by applying modern, systematic exploration techniques in underexplored but highly prospective African regions.

   

For   further information, visit:  

• https://servalresources.com/        

• https://x.com/ServalResources    

• https://www.linkedin.com/company/serval-resources/    

Statement of Comprehensive Income

 

	Note	30 November 2025 £	30 November 2024 £
Administrative expenses		(682,992)	(205,677)
Exploration and evaluation expenditure	4	(345,420)	-
Warrants expense	16	-	(450,917)
Fair value loss on listed investments	10	(46,669)	(1,268,956)
Fair value loss on non-current asset investments	9	(19,629)	(2,100,000)
Aborted acquisition costs	18	(147,880)	-
Operating Loss	4	(1,242,590)	(4,025,550)
Reversal of prior impairment of investment held for sale	10	75,577	-
Profit on sale of investments	9	299,032	-
Interest income	6	20,505	31,705
Loss before tax		(847,476)	(3,993,845)
Taxation	7	-	23,140
Total Comprehensive Income		(847,476)	(3,970,705)
Earnings per ordinary share (pence) from continuing operations attributable to owners of the Company	8
Basic		(0.20p)	(1.73p)
Diluted		(0.20p)	(1.73p)

 

 

All company operations are classed as continuing.  

Statement of Financial Position

 

	Note			2025 £	2024 £
Non-current assets
Investments	9			470,917	19,629
Total non-current assets				470,917	19,629
Current assets
Short-term Investments	10			168,914	158,333
Trade and other receivables	11			339,745	61,421
Cash and cash equivalents	12			218,624	1,563,612
Total current assets				727,283	1,783,366
Total assets				1,198,200	1,802,995
Current liabilities
Trade and other payables	13			(287,301)	(44,620)
Total current liabilities				(287,301)	(44,620)
Total liabilities				(287,301)	(44,620)
Net assets				910,899	1,758,375
Capital and reserves
Share capital	14			1,249,797	1,249,797
Share premium				7,454,635	7,454,635
Other reserves	15			450,917	450,917
Retained earnings				(8,244,450)	(7,396,974)
Total equity				910,899	1,758,375

 

The financial statements were approved by the Board of Directors on 21 May 2026 and signed on its behalf by:

 

Robin Birchall

Chief Executive Officer

Serval Resources Plc

Statement of Changes in Equity

 

	Share capital	Share premium	Other reserves	Retained earnings	Total
	£	£	£	£	£
As at 1 December 2023	1,228,309	4,705,050	29,753	(3,456,022)	2,507,090
Loss for the year	-	-	-	(3,970,705)	( 3,970,705 )
Total Comprehensive Income	-	-	-	(3,970,705)	(3,970,705)
Shares issued	7,488	663,585	-	-	671,073
Issued share capital for acquisition of subsidiaries	14,000	2,086,000	-	-	2,100,000
Warrants	-	-	450,917	-	450,917
Share options forfeited			(29,753)	29,753	-
As at 30 November 2024	1,249,797	7,454,635	450,917	(7,396,974)	1,758,375
Loss for the year	-	-	-	(847,476)	(847,476)
Total Comprehensive Income	-	-	-	(847,476)	(847,476)
As at 30 November 2025	1,249,797	7,454,635	450,917	(8,244,450)	910,899

 

Statement of Cash Flows

		2025	2024
	Note	£	£
Cash from operating activities
Loss after taxation for the financial year		(847,476)	(3,970,705)
Adjustments for:
Tax on profit		-	(23,140)
Interest earned	6	(20,505)	(31,705)
Warrants expense	16	-	450,917
Reversal of prior impairment of investment held for sale	10	(75,577)	-
Profit on sale of investments		(299,032)	-
Fair value loss on non-current asset investments	9	19,629	2,100,000
Fair value loss on listed investments	10	46,669	1,268,956
		(1,176,292)	(205,677)
Decrease / (increase) in trade and other receivables	11	23,985	(55,761)
Increase in trade and other payables	13	242,681	21,013
Net cash used in operating activities		(909,626)	(240,425)
Cash flow from investing activities
Purchase of investments		(470,917)	-
Proceeds on disposal of investments		15,050	-
Interest income	6	20,505	31,705
Net cash used in investing activities		(435,362)	31,705
Cash flows from financing activities
Proceeds from issue of shares		-	671,073
Net cash generated from financing activities		-	671,073
Net cash flow for the year		(1,344,988)	462,353
Cash and cash equivalents at beginning of year		1,563,612	1,101,259
Cash and cash equivalents at end of year		218,624	1,563,612

 

Notes to the Financial Statements

 

1. General information

 

Serval Resources Plc (formerly Oscillate Plc) is a public limited company limited by shares and incorporated in England and Wales. The company's registered number and registered office address can be found in the 2025 Annual Report under Corporate Information on page 3.

 

As at 30 November 2025, the Company's shares were traded on the AQSE Growth Market. They have since moved to the AIM Market on 27 April 2026 under the ticker SRVL and ISIN number GB00BVRY1W08.

 

2. Accounting policies

 

Basis of preparation

 

The financial statements of Serval Resources Plc have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006.

 

During the financial year, the Company disposed of 100% of its shareholding in its sole subsidiary undertaking, Quantum Hydrogen, Inc. Consequently, as of the statement of financial position date, the company no longer satisfies the statutory definition of a parent company under the Companies Act 2006. The company has therefore invoked the exemption under Section 399 of the Companies Act 2006 and has ceased the preparation of consolidated (group) financial statements. These financial statements represent the individual, single-entity financial position and performance of the parent company only.

 

To ensure consistency and comparability across reporting periods as required by FRS 102, the prior-year comparative figures for the period ended 30 November 2024 have been fully restated. All line-by-line items of assets, liabilities, income, and expenditure relating to the former subsidiary have been removed. The comparative figures now reflect the parent company as a standalone entity, with the historical investment in the subsidiary reinstated at its original cost less any accumulated impairment.

 

These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of investments at fair value.

 

The financial statements are presented in Pounds Sterling, which is the Company's presentation and functional currency.

 

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3 to the financial statements.

 

Going concern

 

As at 30 November 2025, the Company had cash of £218,624 and net assets £910,899. As an exploration business, the Company has limited operating cash flow and is dependent on equity funding for its working capital requirements. As at the date of this report, the Company had approximately £2 million cash in the bank.

 

After reviewing and assessing the prepared forecasts for the going concern period, and considering potential downside scenarios, the Directors are therefore of the opinion that the Company has adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.

 

Foreign currency

 

Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance (expense)/income’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘other operating (losses)/gains’.

 

Translation

 

The trading results of Company undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year-end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in ‘Other comprehensive income’ and allocated to non-controlling interest as appropriate.

 

Taxation

 

Taxation expense for the period comprises current and deferred tax recognised in the reporting period.

 

The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period and is the amount of income tax payable in respect of the taxable profit for the year or prior year.

 

Deferred tax is recognised on all timing difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax assets and labilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

 

Financial instruments

 

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instrument.

 

Impairment of non-financial assets

 

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying amount of the asset (or asset’s cash generating unit).

 

The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating units) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk– free rate and the risks inherent in the asset.

 

If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.

 

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

 

Financial assets

 

Basic financial assets, including trade and other receivables and Cash and cash equivalents balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

 

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is decrease in the impairment, loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

 

Financial assets for which a fair value can be measured reliably (whether this is an active or non-active market} are measured at fair value with changes in fair value recognised in profit or loss.   Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

 

Listed investments

 

Investments in shares that are equity to the issuer are measured:

 

•                 at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;

•                 at cost less impairment for all other investments.

 

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry Company, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included as listed investments. Instruments included in quoted investments, which for the Company comprise AIM and AQSE investments. Changes in fair value are recognised in profit or loss.

 

Unlisted investments

 

Unlisted investments are recognised as financial assets and are measured at fair value through profit or loss. Fair value is determined using valuation techniques appropriate to the instrument and the availability of market data, which may include recent arm’s - length transactions, discounted cash flow analysis, earnings multiples, or net asset value benchmarks. Where observable market inputs are not available, valuations rely more heavily on management judgement and estimates. Changes in fair value are recognised in the income statement in the period in which they arise. Purchases and disposals of investments are recognised on the trade date, and transaction costs are expensed as incurred.

 

Other Debtors – Recoverability

 

The Directors consider the carrying value of other debtors to be fully recoverable. Balances are reviewed at each reporting date, taking into account the credit quality of counterparties, the ageing of amounts due, and any available evidence of impairment. No provision for expected credit losses has been recognised as the Directors assess the risk of non - recovery to be low.

 

Financial liabilities

 

Basic financial liabilities include trade and other payables.

 

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Payables are classified as current liabilities if payment is due within one year. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

 

Share Capital

 

Share Capital consists of ordinary shares and deferred shares.

 

Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

 

Ordinary shares bestow full rights on shareholders.

 

Deferred shares have no voting rights and are not entitled to receive any dividend or distribution and are only entitled to any replacement of capital on winding up once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary Share held by them.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash at hand and current balances at banks.

 

Share-based payments

 

The Company occasionally issues warrants to Directors and service providers/officers of the Company. The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options and warrants were granted.  

 

When the warrants are exercised, the Company issues new shares. The proceeds received net of any attributable transaction costs are credited to share capital (nominal value) and share premium.

 

3. Critical accounting estimates and judgements and key sources of estimation uncertainty

 

Management makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

Accounting treatment for acquisition of Quantum Hydrogen, Inc.

Management judgement is involved in determining the appropriate accounting treatment, including whether the acquisition met the definition of an asset acquisition rather than a business combination, date of transfer of control and accounting for consideration. Management judgement is also required in the assessment of the fair values of assets and liabilities acquired, and their associated useful lives, and the use of estimates in the determination of these values and the resulting intangible assets recognised. Management concluded that the acquisition met the requirements of an asset acquisition and the details of this are set out in note 19.

 

Accounting treatment for disposal of Quantum Hydrogen, Inc.

Upon the disposal of Quantum Hydrogen, Inc the subsidiary was derecognised in full and the retained interest was remeasured at fair value, with the resulting gain recognised in profit and loss.

 

Estimation of fair value of warrants and share options issued in the year

The fair value of warrants and share options issued during the year have been calculated using a Black Scholes model which requires a number of assumptions and inputs, see note 16 below. On exercise of, or expiry of unexercised instruments, the proportion of the share based payment reserve relevant to those instruments is transferred from the other reserves to the accumulated deficit. On exercise, equity is also increased by the amount of the proceeds received.

 

4. Operating loss

 

The operating loss is stated after charging / (crediting):

 

			2025 £	2024 £
Staff and Directors costs			140,000	96,878
Auditors’ remuneration:
-              Audit fees			54,000	30,000
-
-           Exploration costs			345,420	-

 

5. Directors’ fees

			2025	2024
The average number of persons (including Executive Directors) employed by the Company during the year:			4	3
			£	£
Wages and salaries (including Directors)			140,000	96,878
			140,000	96,878

 

The Directors are considered to be the only key management personnel within the Company.   Details of the Directors’ remuneration and interests can be found in the 2025 Annual Report in the Directors’ Report on page 11.

 

6. Interest receivable and similar income

			2025 £	2024 £
Interest on bank deposits			20,505	31,705
			20,505	31,705

 

7. Taxation

			2025 £	2024 £
Analysis of tax charge/(credit)
Current tax
UK corporation tax at 25% (2024:25%)			-	-
Deferred tax				-
Origination and reversal of timing differences			-	(23,140)
Tax on profit on ordinary activities			-	(23,140)

 

Reconciliation of tax charge			2025 £	2024 £
Loss on ordinary activities before taxation			(847,476)	(3,993,845)
Current tax on loss of the year at standard rate of UK corporation tax of 25% (2024 – 25%)			(211,869)	(998,461)
Expenses not deductible for tax purposes			-	954,968
Deferred tax			-	23,140
Losses carried forward and not provided for			211,869	43,493
Tax in the income statement			-	23,140

 

At 30 November 2025, the Company had trading losses of £1,797,194 (2024: £1,585,325) to carry forward.

 

No deferred tax asset has been recognised as recovery of the tax losses is not considered probable.

 

8. Earnings per share

	Earnings (£)	Weighted average number of shares	Per share amount (pence)
Year ended 30 November 2025
Basic EPS
Earnings attributable to ordinary shareholders	(847,476)	425,439,950	(0.20)
Effect of dilutive securities
Options and warrants	-	-	-
Diluted EPS
Adjusted earnings	(847,476)	425,439,950	(0.20)
Year ended 30 November 2024
Basic EPS
Earnings attributable to ordinary shareholders	(3,970,705)	230,097,142	(1.73)
Effect of dilutive securities
Options	-	-	-
Diluted EPS
Adjusted earnings	(3,970,705)	230,097,142	(1.73)

 

The calculation of basic loss per ordinary share of 0.20 pence for the year ended 30 November 2025 (2024: 1.73p) is based on the loss attributable to equity owners of the Company of £822,185 and on the weighted average number of ordinary shares of 425,439,950 in issue during the year. Dilutive earnings per share are the same as basic earnings per share as all options currently issued are antidilutive in the current year due to the Company being loss making.

Non-current asset investments

Fair value			Total £
At 1 December 2023			19,785
Fair value adjustment through profit and loss			(156)
At 30 November 2024			19,629
Additions			470,917
Fair value adjustment through profit and loss			(19,629)
At 30 November 2025			470,917
Carrying amount
At 30 November 2025			360,917
At 30 November 2024			19,629

 

Losses on investments held at fair value through profit and loss		2025 £	2024 £
Fair value loss on non-current asset investments		(19,629)	(156)

 

Non-current asset investments as at 30 November 2025 relate to investments made in Namibia, Botswana and Côte d’Ivoire. The fair value adjustment through profit and loss relates to the write-down of another investment to £nil.

 

9. Current asset investments

Fair value			Total £
At 1 December 2023			1,427,134
Fair value adjustments through profit and loss			(1,268,801)
At 30 November 2024			158,333

 

At 1 December 2024			158,333
Fair value adjustment of listed investments through profit and loss			(46,669)
Reversal of impairment of investment held for sale			75,577
Disposal of listed investments			(18,327)
At 30 November 2025			168,914

 

Carrying amount
At 30 November 2025			168,914
At 30 November 2024			158,333

 

			2025 £	2024 £
Investments held for sale			75,577	-
Listed investments			93,337	23,375
			168,914	158,333

 

11. Trade and other receivables

			2025 £	2024 £
Prepayments			37,436	21,982
Receivables from sale of subsidiary			302,309	-
Intercompany Debtors			-	39,439
			339,745	61,421

 

The receivables from sale of subsidiary represent the consideration owed to the Company for the sale of its subsidiary, Quantum Hydrogen, Inc during the year (see note 19).

 

12. Cash and cash equivalents

			2025 £	2024 £
Cash at bank			218,624	1,563,612

 

Cash and cash equivalents comprise cash held with major UK and international banking institutions.

 

All counterparties with whom the Company holds cash balances are rated AAA (or equivalent) by at least one major credit rating agency at the reporting date.

 

13. Trade and other payables

			2025 £	2024 £
Trade payables			218,801	20,032
Other creditors			-	1,213
Accruals			68,500	23,375
			287,301	44,620

 

Accruals relate to costs incurred for services yet to be invoiced.

 

14. Share Capital

 

Movements in ordinary share capital are summarised below:

 

	Number of Ordinary Shares of 0.01p	Number of Deferred Shares of 14.99p	Nominal value £
As at 1 December 2023	210,556,549	8,053,724	1,228,309
Issue of equity	214,883,400	-	21,488
As at 30 November 2024	425,439,949	8,053,724	1,249,797
Issue of equity	-	-	-
As at 30 November 2025	425,439,949	8,053,724	1,249,797

 

Shares issued during the year

				2025 Number of Ordinary Shares of 0.01p	2024 Number of Ordinary Shares of 0.01p
Shares issued for placing (September 2024)				-	74,883,400
Shares issued for acquisition of subsidiary (October 2024)				-	140,000,000
				-	214,883,400

Ordinary Shares:

The shares have attached to them full voting, dividend and capital distribution (including winding up) rights; they do not confer any rights of redemption.

 

Deferred Shares:

The holders of deferred shares shall not be entitled to receive any dividend or distribution and only be entitled to any replacement of capital on winding up once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary Share held by them.

 

15.   Reserves

 

The Company’s reserves are as follows:

 

• The share premium represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
• Other reserves arise from the requirement to value share options and warrants in existence at the grant date (see Note 16).
• Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.

 

16.   Share options and warrants

 

The Company occasionally issues share options and warrants to Directors and service providers/officers of the Company. They are settled in equity once exercised. Details of the number of shares options and warrants and the weighted average exercise price (WAEP) outstanding during the year are as follows:

 

During the year, the Company recognised a total share-based payment expense of £nil (2024: £450,917). The fair value of options and warrants granted is calculated using a Black-Scholes pricing model. The model is internationally recognised. The total number of options outstanding at 30 November 2025 were nil (2024: nil) and the number of warrants outstanding as at 30 November 2025 were 72,500,000 (2024: 72,500,000).

 

The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options and warrants were granted.   The following table lists the inputs to the model.

 

Grant date	14 October 202 4
Exercise price (pence)	0.02
Number of warrants	70,000,000
Volatility	86.8%
Risk free interest (%)	4.231%
Dividend yield	0.0%
Time to expiration at date of grant (i.e. life of warrants) in years	2

 

Grant date	14 October 2024
Exercise price (pence)	0.02
Number of warrants	2,500,000
Volatility	86.8%
Risk free interest (%)	3.481%
Dividend yield	0.0%
Time to expiration at date of grant (i.e. life of warrants) in years	5

 

Name of grantee	Expiry date	Exercise price	Outstanding as at 1 December 2024	Lapsed during the year	Outstanding as at 30 November 2025
Placee 2024 warrants	13 October 2026	£0.015	70,000,000	-	70,000,000
Steve Xerri Incentivisation	13 October 2029	£0.015	2,500,000	-	2,500,000
			72,500,000	-	72,500,000

 

17.   Financial instruments

 

The Board of Directors attribute great importance to professional risk management, proper understanding and negotiation of appropriate terms and conditions and active monitoring, including a thorough analysis of reports and financial statements and ongoing review of investments made.

 

The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control the economic impact of these risks. The Board of Directors review and agrees policies for managing the risks as summarised   below.

 

The Company have exposures to the following risks from financial instruments:

 

• Credit risk
• Liquidity risk
• Market risk
• Price risk

 

The Company’s overall risk management process focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance.   The Company has no interest rate derivative financial instruments (2024: none).

 

The carrying values of the Company’s financial assets and liabilities are summarised by category below:

			2025 £	2024 £
Financial assets
Measured at fair value through profit and loss
Investment held for sale (see note 10)			75,577	-
Current asset listed investments (see note 10)			93,337	158,333
Measured at amortised cost
Cash and cash equivalents			328,642	1,563,612
Trade and other receivables (see note 11)			37,436	21,982
Receivables from sale of subsidiary (see note 11)			302,309	-

 

			2025 £	2024 £
Measured at cost less impairment
Non-current asset investments (see note 9)			360,917	19,629
Financial liabilities
Measured at amortised cost
Trade and other payables (see note 13)			287,301	44,620

 

The Company’s gains and losses in respect of financial instruments are summarised below:

 

			2025 £	2024 £
Fair value gains and losses
Gain on investment held for sale measured at fair value through profit and loss			75,577	-
Loss on non-current asset investments measured at fair value through profit and loss			(19,629)	(2,100,000)
Loss on listed investments measured at fair value through profit and loss			(46,669)	(1,268,956)

 

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on its investments and cash.

 

In accordance with the Company’s policy, the Board of Directors monitors the Company’s exposure to credit risk on an ongoing basis. The credit quality of the investments in equities, which are held at fair value, is based on the financial performance of the individual investments and they are not rated.

 

The Company only deposits its cash with major banking institutions. The risk is therefore considered to be limited.

 

Liquidity risk

Liquidity risk arises from the Company’s management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

 

The Company’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of at least 30 days. The majority of the investments held by the Company are quoted and not subject to specific restrictions on transferability or disposal. However, the risk exists that the Company might not be able to readily dispose of its holdings in such markets at the time of its choosing and also that the price attained on a disposal may be below the amount at which such investments were included in the Company’s balance sheet.

 

Market risk

Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates and interest rates will affect the Company‘s income or the value of its holdings of financial instruments. The Company’s sensitivity to these items is set out below.

 

Price risk

The Company’s management of price risk, which arises primarily from quoted and unquoted equity instruments, is through the selection of financial assets within specified limits as approved by the Board of Directors.

 

For quoted equity securities, the market risk variable is deemed to be the market price itself. A 10% change in the price of those investments would have a direct impact on the statement of comprehensive income and statement of financial position.   At 30 November 2025, the effect of such a change in market price would have been approximately £9,333 (2024: £15,833).

 

18.   Related party transactions

 

The Company discloses transactions with related parties which are not wholly owned within the same Company. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the Directors, separate disclosure is necessary to understand the effect of the transactions on the Company financial statements.

 

The Company incurred technical consultancy fees to Ian Stalker and Neil Herbert.   Ian Stalker is the major shareholder behind Promaco Limited and Neil Herbert is the major shareholder behind Cambrian Limited. As at 30 November 2025, Promaco held 56,319,596 ordinary shares in the Company, representing 13.2% of issued share capital, and Cambrian Limited held 56,428,460 shares in the Company, representing 13.3% of issue share capital. Each party received consultancy fees of £20,000 respectively (2024: £Nil).

 

The Company incurred director’s fees of £23,333 (2024: £32,820) to Steven Xerri, an executive director, who is also a substantial shareholder, in relation to services rendered.

 

On 31 March 2025 the Company entered into a non-binding heads of terms in respect of a proposed joint venture partnership and earn-in agreement with Evolution Energy Minerals Plc (“Evolution”), to develop the Chikundo Prospect in Tanzania. In consideration for entering into the non-binding heads of terms, the Company committed to pay a non-refundable amount of £145,000 in cash. In total it spent £147,880. The proposed transaction did not progress beyond the heads of terms. Robin Birchall, the CEO of the Company, was a director of Evolution. [CB1]

 

On 4 September 2025 the Company entered into a joint venture and earn-in agreement in Côte d’Ivoire with La Minière de L’Éléphant SARL (“Laminele”) in respect of the Duékoué molybdenum-copper project. Under the terms of the agreement the Company will finance all exploration expenditure during the earn-in period up to a minimum amount of US$650,000. The expenditure incurred so far is included in non-current asset investments in the balance sheet. If the Company decides to proceed with the assignment of licence PR 911 which is held by Laminele it will pay US$1,000,000 as a settlement price when the permit is officially transferred. Max Denning, a non-executive director of the Company, owns a 15% stake in Laminele.

 

19.   Acquisition / Disposal of subsidiaries

 

On 15 October 2024, the Company acquired control of Quantum Hydrogen, Inc and its subsidiary (“Quantum”) through the purchase of 100% of the share capital for total consideration of £2,100,000 satisfied through the issue of 140,000,000 shares. Quantum Hydrogen, Inc was founded in 2023 and focuses on the exploration of natural and white hydrogen. Quantum Hydrogen, Inc has its registered office in Houston, Texas, USA.

 

The acquisition was accounted for as an acquisition of an asset and liabilities of the company, as the company had no operation. As such this does not constitute a business and accordingly the acquisition of the company was not treated as a business combination for accounting purposes.

 

The following table summarises the consideration paid by the Company, the fair value of assets acquired, liabilities assumed at the acquisition date.

 

Consideration at 15 October 2024

Total consideration equity instruments (140,000,000 ordinary shares)	GBP £2,100,000
For cash flow disclosure purposes the amounts were disclosed as follows:
Cash and cash equivalents acquired	GBP £234

 

Recognised amounts of identifiable assets acquired and liabilities assumed:

	Book value and Fair value
	GBP £
Intangible assets	163,432
Cash	234
Total identifiable net assets	163,666
Exploration and valuation expense	1,936,334
Total consideration	2,100,000

 

On 25 October 2025 the Company entered into a Share Purchase Agreement with Pulsar Helium Inc (“Pulsar”) for Pulsar to acquire 80% of the 1,000,000 common shares in Quantum owned by the Company in exchange for a number of common shares in Pulsar with an equivalent value of US$400,000 issued in five monthly tranches of US$80,000 each. The number of shares in each tranche was determined by the 30-day volume-weighted average price (“VWAP”) of Pulsar’s shares prior to each issuance. The securities issued in connection with the transaction are subject to a four-month-and-one-day hold period. All five tranches of US$80,000 have been satisfied through the issuance of Pulsar Shares equal to US$80,000, determined by the VWAP calculation as described above.  

 

Pulsar has the right to acquire the remaining 20% of Quantum within 18 months for an additional US$400,000 in Pulsar Shares, under the same terms and pricing mechanism.

 

Quantum was previously included within the consolidated financial statements for the company in the 30 November 2024 financial statements, but as at that date, the Directors were of the view that the value of this investment was nil and therefore this investment’s value was impaired fully at that date.

 

The Pulsar common shares with an equivalent value of US$400,000 which were owed to the Company as at 30 November 2025 are included in the balance sheet as receivables from sale of subsidiary totalling £302,309 (see note 11).

 

Given that the investment had been fully impaired, the full consideration has been recognised as a profit on disposal of a subsidiary in the profit and loss account.

 

The remaining 20% of the shares in Quantum still owned by the Company are included in the balance sheet as investments held for sale totalling £75,577 (see note 10).

 

The following table summarises the consideration received by the Company for the sale of 80% of Quantum, the profit on disposal of the shares and the fair value of the 20% of Quantum still held.

 

	GBP £
Consideration at 25 October 2025 Pulsar shares with an equivalent value of US$400,000	302,309
Book value of 80% of Quantum shares	-
Profit on sale of investment	302,309
Implied value of remaining 20% of Quantum shares still held	75,577
Reversal of prior impairment of investment held for sale	75,577

20.   Ultimate controlling entity

There was no single controlling party as at 30 November 2025.

 

21.   Subsequent events

 

On 18 December 2025 the Company entered into a Convertible Loan Note Instrument to create a maximum nominal amount of US$400,000 unsecured bridge loan notes with a 15% principal outstanding interest rate, and a six-month term. Charterhouse Trustees Limited ATO was the registered holder of US$200,000 of the loan notes, and Cambrian Limited was the registered holder of US$200,000 of the loan notes. The repayment date of the convertible loan notes was six months from the date of the Instrument, being 18 June 2026. Charterhouse Trustees Limited acts on behalf of The J. Stalker Discretionary Settlement. Ian Stalker is the Settlor of the J. Stalker Discretionary Settlement. Pursuant to an agreement dated 31 March 2026 Cambrian Limited and Charterhouse Trustees Limited agreed to convert the Loan Notes into New Ordinary Shares in the Company at a price per New Ordinary Share of £0.19125, resulting in the issue of 1,656,572 New Ordinary Shares on Admission to AIM.

 

On 27 April 2026 the Company completed the acquisition of Kalahari Copper Ltd.

 

The consideration paid by the Company for all of the shares in Kalahari Copper was the aggregate   of:

 

i)                     £2,000,000 in cash subject to the adjustments described below;

ii)                    a sum equal to the amount of certain costs incurred by Kalahari Copper or the Seller in relation to the Kalahari Copper business between the date of signing the Acquisition Agreement and Acquisition Agreement Completion;

iii)                  the issue to the Seller of 9,261,554 New Ordinary Shares in the capital of the Company;

iv)                  additional deferred consideration of up to £9,000,000, made up of six possible payments of £1.5 million, contingent upon various milestones; and

v)                    the issue of warrants to acquire up to a further 2,866,542 New Ordinary Shares in the capital of the Company.

 

The parties have agreed to defer the £2,000,000 cash payment until 10 business days after the 18 month anniversary of the acquisition, with interest accruing at a rate of 15% per annum.

 

Both Botswana and Namibia have minimum spending requirements to keep the exploration licences active. The Company is forecasting to spend at least US$800k in Namibia and US$500k in Botswana in the next 18 months. As well as this, the Company is also forecasting to spend at least US$50k on the asset in Côte d’Ivoire.

 

The acquisition completed simultaneously with the Company’s step up to the AIM market. A new website was launched at www.servalresources.com which sets out the progression of the Company’s disclosure, governance and board processes and committees, in line with the requirements of the AIM market.

 

In accordance with the AIM Rules for Companies, the Company is required to follow a recognised corporate governance code and the Company has elected to adopt the principles set out in the QCA Code. https://www.servalresources.com/about-us/governance/

 

In conjunction with the AIM listing, the Company raised gross proceeds of £2.96 million via the issue of ordinary shares to a mix of new and existing shareholders.

 

On 27 April 2026 Andrew Benitz was appointed as a non-executive director of the Company.

 

On 1 May 2026 the Company’s name officially changed to Serval Resources Plc.

 

The Company intends to convert to UK adopted International Accounting Standards and the next set of interim financial statements will be prepared on this basis.