REG - ACG Metals Ltd. - Full Year 2025 Results
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RNS Number : 3564A ACG Metals Limited 14 April 2026
Registered in BVI 2067083
14 April 2026
ACG METALS LIMITED
Full Year 2025 Results
ACG Metals Reports Robust Margins and Strong Cash Generation in FY2025
ACG Metals Limited ("ACG" or the "Company") is pleased to announce the release
of its Annual Financial Statements and Report for the period ended 31
December, 2025, approved by the Board of Directors on 13 April, 2026.
ACG's full set of financial results can be accessed in our Annual Report
published on: https://acgmetals.com/annual-report-2025
(https://gbr01.safelinks.protection.outlook.com/?url=https%3A%2F%2Facgmetals.com%2Fannual-report-2025&data=05%7C02%7Cmandy.li%40acgmetals.com%7C34756b55845346dff4c108de96db69d2%7C3587329cdd51450285c53e35ad9b8277%7C0%7C0%7C639114066283559990%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=q3v4GVGYH%2FMY8D4McDG%2F5jYkAftjhKLM0iABTSTVyIs%3D&reserved=0)
Artem Volynets (Chairman and CEO) and Patrick Henze (CFO) will provide a live
presentation via Investor Meet Company on 14 April 2026, at 13:00 BST. To
attend, investors can join via this link:
https://www.investormeetcompany.com/acg-metals-limited/register-investor
(https://www.investormeetcompany.com/acg-metals-limited/register-investor)
Artem Volynets, Chairman and Chief Executive Officer of ACG, said:
"2025 was a year of strong execution for ACG, with consistent operational
delivery, ongoing optimisation across the business and robust financial
performance. A disciplined, safety‑led operating culture and a continued
focus on cost control underpinned strong margins and high levels of cash
generation, while enabling us to advance the expansion of copper sulphide
production at the at the Gediktepe mine in Turkey, on time and on budget.
Looking ahead, our focus remains on operational excellence, disciplined
project delivery and prudent capital allocation. The planned transition to
copper production in the middle of 2026 represents an exciting and
transformational next phase for the Company, and the progress achieved in 2025
provides strong confidence in our ability to deliver this transition and
create long‑term shareholder value."
FY2025 Highlights
Strategic Milestones
· Safety performance remained a core priority, with an LTIF of 0.66
achieved across approximately 1.6 million hours worked
· Delivered FY2025 AuEq production of 39.2 koz; 3% above the top end of
revised guidance (c.17% above original guidance)
· Strong operational execution delivered an 18% reduction in C1 cash
costs to US$499 per ounce AuEq, strengthening margins
· Gediktepe Sulphide Expansion Project advanced on schedule and within
budget, positioning the group for first copper and zinc concentrate production
in mid‑2026
· Enriched Ore Treatment Project progressed, enhancing near‑term
value generation from existing enriched ore and stockpiles.
· Adjusted EBITDA of US$76.3 million generated for the year; reported
net loss of US$43 million driven by non‑cash accounting fair value
adjustments of US$81.7 million related to significant warrant price increases
and upwards movements in the copper price.
· Ended FY2025 with net debt of US$55 million(1), reflecting
disciplined capital allocation and active balance sheet management.
· Optimised Gediktepe royalty terms effective 1 January 2026 to support
the copper transition, reducing oxide royalty from 10% to 2.25%, increasing
sulphide royalty from 2% to 2.25%, and eliminating $6 million of sulphide
commissioning milestone payments.
· Commenced trading on the OTCQX Market in September 2025, broadening
access for U.S. investors and supporting improved secondary market liquidity.
· Appointed Peter Carter as Chief Operating Officer in June 2025,
bringing additional operating depth to support production growth and asset
optimisation.
Full-Year 2025 Gediktepe Mine Operating Performance
Operating KPI FY 2025 FY 2024(2)
Safety LTIF 0.66 -
Ore Processed t 354,472 801,600
Average Gold Grade g/t 2.56 2.53
Average Silver Grade g/t 94 71.8
Gold Equivalent Production oz 39,188 55,374
Gold Sales oz 32,884 49,165
Silver Sales oz 570,870 670,130
Gold Equivalent Sales oz 39,416 57,072
Realised Gold Price $/oz 3,321 2,387
Realised Silver Price $/oz 37.69 28.56
C1 Cash Costs $/oz AuEq 499 606
All-in Sustaining Costs (AISC) $/oz AuEq 1,244 1,139
ACG Financial Summary
Financial KPI (US$ million) FY 2025 Consolidated 2024(2)
Revenue 135.6 57.7
Adjusted EBITDA(3) 76.3 13.0
Year-End Cash Balance 145.1 9.7
Net Assets 49.8 58.3
Note: (1) Refers to Financial Net Debt ("Financial Net Debt") as at 31
December 2025, showing long term borrowings at their contractual value of
$200m, removing IFRS timing effects. It includes cash in bank and cash in
escrow. It excludes any financial derivatives, taxation, trade payables or
accounting provisions.
(2) The financial results presented reflect only 4 months of operations at the
Gediktepe Mine from 3 September 2024, the date of acquisition. Full year mine
operational data, however, is provided for reference.
(3) Adjusted EBITDA adds back shared-based payments, depreciation, and
amortization.
Capital Structure Highlights
· Completed a US$200 million senior secured bond issuance in
January 2025, refinancing acquisition debt and fully funding the Gediktepe
Sulphide Expansion Project; the bonds are listed on Nordic ABM and the Company
has made all payments to date and remains in full compliance with the bond
terms
· Reduced the effective interest expense on the bonds significantly
due to active cash management and high interest income on Turkish Lira deposit
accounts
· Simplified the capital structure through a tender offer completed
in January 2025 for 70% of all outstanding warrants
· Completed an oversubscribed equity fundraise in November 2025,
raising approximately US$16 million through an institutional placing and
retail offer to fund the Enriched Ore Treatment Project
· Ended FY2025 with net debt of US$55 million(1) and a strong cash
position of US$145 million, including US$46 million of restricted cash
Post Year-End Events
· Construction activities on the Gediktepe Sulphide Expansion Project
continued through early 2026 in line with the approved schedule and budget,
maintaining the target of copper and zinc concentrate production in the middle
of 2026.
· Amendments to the Gediktepe royalty agreement became effective on 1
January 2026, reducing oxide royalties (from 10% to 2.25%), aligning sulphide
royalties (at 2.25%) and removing sulphide‑related milestone payments ($6m)
to support the transition to copper production.
· In January 2026, awards relating to 2025 performance were granted
under the Company's Value Creation Plan and Employee Incentive Plans,
supporting retention and alignment during the construction and ramp‑up
phase.
· During February 2026, warrants, including sponsor warrants, were
exercised, resulting in an increase in issued share capital and updated total
voting rights, as announced on 4 February and 19 February 2026.
· In March 2026, ACG Metals was added to the MSCI World Micro Cap
Index, increasing the Company's visibility within the institutional investment
universe.
- ENDS -
The person responsible for the release of this information on behalf of the
Company is Artem Volynets, Chief Executive Officer.
For further information please contact:
Thirty Three Communications
Communications Advisor
acgmetals-client-success@thirtythreecomms.com
(mailto:acgmetals-client-success@thirtythreecomms.com)
Berenberg
Research Analysts
Richard Hatch
+44 (0) 20 3753 3070
Joint Broker
Jennifer Lee
+44 (0) 20 3207 7800
Canaccord
Research Analysts
Tim Huff +44 (0) 20 7523 8374
Joint Broker
James Asensio /Rory Blundell / Charlie Hammond
+ 44 (0) 20 7523 4680
Stifel
Research Analysts
Alex Bedwany +44 (0) 7788 392045
Joint Broker
Ashton Clanfield / Varun Talwar
+44 (0) 20 7710 7600
Cantor Fitzgerald
Research Analysts
Puneet Singh +1 (416) 350-8153
About the Company
ACG Metals is a company with a vision to build a global, high-margin,
copper-focused producer with safe, efficient, and sustainable operations.
In September 2024, ACG successfully completed the acquisition of the Gediktepe
Mine which is expected to transition to primary copper and zinc production
from 2026 and will target annual steady-state copper equivalent production of
20-25 kt. Gediktepe produced 39.2koz of AuEq in 2025.
ACG's team has extensive M&A experience built through decades spent at
blue-chip multinationals in the sector. The team brings a significant network
as well as a commitment to ESG principles and strong corporate governance.
LON: ACG | OTCQX: ACGAF | LON:ACGW | Xetra: ACG | Bond ISIN:
NO0013414565
For more information about ACG, please visit: (http://www.acgmetals.com/)
www.acgmetals.com (http://www.acgmetals.com/) (http://www.acgmetals.com/)
ACG METALS LIMITED
Annual Report and Audited Consolidated Financial Statements
Year Ended 31 December 2025
PERFORMANCE HIGHLIGHTS
2025 marked the first complete financial year under the ownership and
operational control of ACG Metals Limited and its subsidiaries, hereon
referred to as "the Group" or "ACG", at the Gediktepe mine, representing a
defining year of delivery, transformation and platform building.
The Group exceeded the top end of production guidance with 39.2 koz AuEq
produced and 39.4 koz AuEq sold, reflecting strong operational control and
effective execution. Operational efficiencies drove an 18% reduction in C1
cash costs to US$499 per ounce AuEq, strengthening margins and demonstrating
the benefits of ACG's disciplined operating approach.
Safety performance remained a core priority, with an LTIF of 0.66 achieved
across approximately 1.6 million hours worked, reinforcing the Group's
commitment to responsible and sustainable operations.
Strategically, the Gediktepe Sulphide Expansion Project advanced on schedule
and within budget, positioning the Group for first copper and zinc concentrate
production by the middle of 2026. The successful advancement of the Enriched
Ore Treatment Project further enhances near-term value generation from
existing enriched ore and stockpiles.
To fund growth and strengthen financial flexibility, the Group issued a US$200
million senior secured bond in January 2025, fully funding the sulphide
expansion and completed a US$16 million equity raise in November 2025 to
support the Enriched Ore Treatment Project. The Group ended the year with net
debt of US$63.3 million, reflecting disciplined capital allocation and active
balance sheet management.
The Group generated an operating profit of $63.0 million for the year. After
recognising fair value losses of $81.7 million, mainly comprising the annual
revaluation of warrants and the increase in the copper price bonus resulting
from higher copper prices, the Group reported a net loss before tax of $27.0
million. These fair value losses had no cash impact in 2025 and reflect
changes in market inputs rather than underlying trading performance.
Collectively, these achievements demonstrate the successful transition to
ACG's operational stewardship and the effectiveness of its strategic framework
and repeatable value creation model. With a strengthened capital structure,
advancing copper production profile and clear growth pathway, the Group enters
2026 well positioned to deliver the next phase of its development.
CHAIR'S REVIEW
Dear Shareholders,
2025 was a year of execution: delivering production, progressing operational
improvements and reinforcing the foundations required for sustainable value
creation as a listed company.
Operationally, the Group demonstrated the characteristics we prioritise: a
safety-led culture, disciplined planning, focus on reliability and cost
control. FY2025 performance metrics disclosed after year-end underline that
delivery, including AuEq production of 39.2koz and AISC of $1,244/oz.
Strategically, the Board remains focused on value accretion through
high-quality operational execution and selective investment. We continue to
prioritise initiatives that enhance payable metals, strengthen margins and
reduce exposure to key risks. This is complemented by prudent capital
management, ensuring the Group retains the resilience needed to navigate
commodity cycles and fund value-enhancing opportunities.
Governance remains central. The Board's committees and oversight processes are
designed to support strong decision-making, risk management and
accountability. The Company intends to comply with its LSE obligations and has
indicated an intention to observe the requirements of the Quoted Companies
Alliance ("QCA") Code (as described in the Company's governance disclosures).
Looking ahead, our priorities are clear: keep our people safe; deliver
reliable production and cost performance; execute projects with disciplined
governance; and allocate capital prudently. The delivery of the sulphide
expansion by the middle of 2026 represents a significant catalyst, marking
ACG's transition toward copper production and the next stage of value
creation. The progress achieved in 2025 provides confidence in the Group's
ability to execute this transition and deliver sustainable long-term returns
for shareholders. I would like to thank our employees and contractors for
their commitment, and our shareholders and wider stakeholders for their
ongoing support.
Artem Volynets
Chairman and Chief Executive Office
13 April 2026
CFO STATEMENT
ACG delivered a strong financial performance in 2025, particularly in the
second half of the year, supported by higher realised commodity prices and
disciplined control of unit costs. All-in sustaining costs of $1,244/oz AuEq
finished modestly above the guided range of $1,100 - 1,200/oz, driven solely
by the sliding scale in royalty payments as gold and silver prices increased.
Revenue for the year was $135.6 million, based on average realised prices of
$3,321/oz for gold and $37.69/oz for silver. Consolidated Adjusted EBITDA was
$76.3 million, representing a margin of 56.2%, while operating cash flow was
$65.4 million, equivalent to a margin of 48.2%. This performance reflects the
strong cash-generative nature of the operation and the benefits of a continued
focus on operating discipline.
Notwithstanding continued investment in the sulphide plant project, the Group
ended the year with consolidated cash of $145 million and net debt of $63.3
million. During the year, ACG also repaid in full the sponsor loans, the
acquisition facility and the Lidya Madencilik ("Lidya") working capital debt
associated with the 2024 acquisition. In addition, the Group retains access to
a fully undrawn $15 million revolving credit facility with Aktifbank in
Türkiye and a further $7 million equity backstop facility from Argentem Creek
Partners ("ACP"), providing additional liquidity through the sulphide plant
ramp-up period.
The Group remained in full compliance with its obligations under the $200
million senior secured Nordic bond throughout the period and entered 2026 from
a position of financial strength. The second coupon was paid on schedule in
January 2026.
While underlying cash generation and operating performance were robust, the
Group recorded accounting losses driven by non-cash fair value movements.
These principally related to the revaluation of outstanding warrants and
options following the increase in the Company's share price and warrant price,
together with the fair value adjustment relating to the potential copper
price-linked contingent consideration payable under the original share
purchase agreement with Lidya. In total, the $81.7 million fair value
adjustments had no impact on the Group's underlying cash generation or ability
to continue funding operations and growth.
In relation to the current conflict involving Iran, the Group has not been
materially affected. Importantly, the existing two-year mining contract
provides cost visibility, with only limited inflationary adjustments to mining
rates, while processing and G&A-related energy costs remain fixed under
the current grid-power contract. Supply of sulphur for the flotation plant
from mid-year has already been secured in storage, with multiple in-country
sourcing options available.
Given the track record established by the team and the Company over the past
18 months, ACG continues to see access to private and public equity and debt
capital markets, as well as more traditional lending sources, should
additional financing be required. This also supports the potential for an
early refinancing of the existing Nordic bond, if attractive terms are
available.
Overall, the Company remains well positioned to execute on its strategic
priorities, supported by strong operational cash generation, a strengthened
capital structure and a robust liquidity position.
Patrick Henze
Chief Financial Officer
· Revenue: $135.6 million
· Adjusted EBITDA(1): $76.3 million
· Adjusted EBITDA margin: 56.2%
· Cash flow from operating activities: $65.4 million
· Net debt(2): $63.3 million
1. See Note 6
2. Loans and Borrowings minus Cash and Cash Equivalents
STRATEGIC REPORT
ACG Strategic Framework
Vision
Build a global, high-margin, copper-focused producer with safe, efficient, and
sustainable operations.
Strategy
· Business
o Consolidate ownership in the copper sector
o Secure, operate, and build a complementary portfolio of mining assets
o Grow through disciplined acquisitions and organic development
o Build scale in the Tethyan Belt to maximise growth and operational
synergies
· People
o Attract and hire the best people
o Develop and train people to realise their full potential
o Reward performance to deliver superior results
o Retain top talent to sustain a high-performance culture
· Competitive Advantage
o Proven operating practices and mine-building capability
o Deep project management expertise
o Strong teamwork and collaboration
o Relentless execution focus
o Commitment to long-term value creation
Business Model
Our business model follows a repeatable cycle of value creation:
· Identify and acquire high-quality, scalable copper assets
· Secure attractive transaction terms and funding
· Invest to optimise and expand operations
· Generate strong, sustainable cash flows
· Strengthen the balance sheet through debt optimisation
· Deliver returns to shareholders and stakeholders
· Repeat the cycle to drive continuous growth
Values
· Integrity - We do what's right, always
· Teamwork - Success is built together
· Safety - Without safety, nothing else matters
· Creativity - We turn challenges into opportunities
· Growth - We grow our people, projects, and company every day
· Accountability - We own our decisions and actions
Business and FY2025 overview
2025 has been another transformative year for the Group. Building on the
successful acquisition of the Gediktepe mine and ACG's evolution into a fully
funded operating mining company in 2024, the Group's focus in 2025 shifted
from corporate activity to disciplined execution: sustaining strong cash
generation from the residual oxide operation, advancing a clear pathway to
copper production, and strengthening the platform required to scale.
Operationally, Gediktepe continued to demonstrate the resilience and
underlying quality of the asset through a planned drawdown of oxide stockpiles
and the natural sequencing of the mine plan. Safety performance remained
central to the operating model, with a full-year LTIFR of 0.66, and ongoing
attention directed toward contractor safety as project activity increases. For
FY2025, the Group produced 39.2koz AuEq and sold 39.4koz AuEq, benefiting from
a strong pricing environment and continued cost discipline.
At the same time, 2025 marked a year of tangible progress in ACG's transition
to a copper-led growth profile. The sulphide expansion is moving forward
through key construction and equipment milestones and remains on time and on
budget, positioning the Group to complete its transition to copper production
as by the middle of 2026. In parallel, ACG's Enriched Ore Treatment Project is
progressing well from concept toward execution readiness by completing scoping
work and basic engineering in Q4 2025. The Group undertook targeted funding
activity in November 2025 to part-fund Phase 1 of the Enriched Ore Treatment
Project. The next phase initiated is permitting, test work and detailed
engineering in early 2026. This will unlock additional copper-equivalent
output from enriched ore and on-site stockpiles.
From a capital and corporate development perspective, the Group continued to
enhance market access and execution capability. During the year, ACG broadened
investor engagement and liquidity support through the appointment of Berenberg
and Canaccord Genuity as additional brokers and strengthened the senior
operational leadership with the appointment of Michael Pompeo as an
Independent, Non-Executive Director in January 2025, Damien Coles as Chief
Legal Officer in January 2025, and Peter Carter as Chief Operating Officer who
joined ACG at the end of June 2025.
Full Year 2025 Gediktepe operational performance
"Activities at the Gediktepe Mine continued to make significant progress in
2025. Oxide processing provided ongoing cash flow to support the transition
from gold and silver to base metal production. Construction of the Sulphide
process facility remains on track for start-up in 2026. Plans to introduce
multiple process streams in the form of heap leach, flotation, and SART were
advanced. This strategy will secure operating flexibility and financial
resilience as operations mature."
Chief Operating Officer, Peter Carter
Operational performance
· LTIF: 0.66
· AuEq produced: 39.2 koz
· AISC: $1,244/oz
· Cash costs (C1): $499/oz
Safety and workforce
Safety remained our first priority. The site recorded 1.6 million man-hours
worked during the year and achieved an LTIF of 0.66 for 2025. This performance
reflects continued focus on critical control management, contractor oversight
especially in light of the expansion projects, and a culture of proactive
hazard identification and incident learning.
Ore processing and recovered grades
Ore processed during FY2025 was 354,472 tonnes, reflecting sequencing in line
with the mine plan. During FY2024, Gediktepe processed 801,600 tonnes for the
full year. Production from September 2024 onward is included in this reported
performance following completion of the acquisition. Recovered grades
supported strong production, with processed gold and silver grade of 2.56 g/t
and 94.0 g/t respectively.
Production and sales
FY2025 AuEq production was 39.2 koz, with AuEq sales of 39.4 koz. Performance
was underpinned by stable operations and strong metallurgical delivery,
resulting in full-year production finishing 3% above the top end guidance.
Pricing and cost performance
The Group benefited from strong precious metal prices, the Group also hedged
14koz of gold until January 2026, with a zero-cost structured collar option to
prudently secure the market position during the sulphide development phase.
FY2025 realised gold price was $3,321/oz and the realised silver price was
$37.69/oz which was a 39% and 32% increase compared to FY2024.
Cost performance remained within guidance, with FY2025 C1 cash costs of
$499/oz AuEq and AISC of $1,244/oz AuEq which respectively, is an 18%
reduction and 9% increase compared to FY2024. Royalty and overhead allocation
dynamics can influence year-on-year AISC comparability as the business
transitions from oxide (precious-metal dominated) production toward sulphide
(base-metal dominated) production.
Growth projects and strategic progress
Gediktepe Sulphide Expansion Project
The Sulphide Expansion Project progressed strongly throughout 2025 and remains
targeted for production by the middle of 2026. The project is designed to
convert Gediktepe into a long-life copper and zinc concentrate producer and is
the cornerstone of the Group's transition strategy. The focus for 2026 remains
safe, high-quality execution, commissioning readiness and disciplined cost
control through ramp-up.
Gediktepe Enriched Ore Treatment Project
In November 2025, ACG announced the Enriched Ore Treatment Project, involving
a new comminution and Sulphidisation, Acidification, Recycling, and Thickening
("SART") plant to process stockpiles and enriched ore to produce gold, silver,
copper and zinc.
Key highlights from the internal scoping-level study include:
· Expected additional production of 57kt CuEq over 2026-2030.
· A two-phase approach: Phase 1 (gold and silver) targeting
commercial production in Q4 2026; Phase 2 (including copper and zinc)
targeting commercial production by Q1 2029.
To support Phase 1, the Company completed an oversubscribed placing in
November 2025 raising gross proceeds of approximately $16.0 million.
Royalty structure optimisation for the copper transition
In October 2025, ACG announced amendments to the Gediktepe royalty agreement
with EMX Royalty Corporation intended to support the transition from oxide to
sulphide copper production. Key changes include a simplified royalty structure
effective 1 January 2026 (oxide royalty reduced from 10% to 2.25% and sulphide
royalty increased from 2% to 2.25%), and release from certain sulphide-related
milestone payments (aggregate $6 million) previously payable in 2026.
Portfolio optionality: NSR royalty exposure
In October 2025, ACG announced that Polimetal secured a 2% net smelter return
royalty over a mining licence area in Niğde Province, providing ACG with
future cash flow exposure without direct exploration investment.
Capital structure and liquidity
In January 2025, ACG settled a $200 million senior secured bond issuance, with
proceeds drawn from escrow to refinance acquisition-related debt, fund
transaction costs and advance the sulphide expansion programme. The bonds were
listed on Nordic ABM in 2025, and the first scheduled coupon payment was made
in July 2025.
ACG also continued to simplify and optimise its equity-linked capital
structure. In November 2025, the Company cancelled all warrants held in
treasury that had been acquired as part of the March 2025 share tender
process, reducing potential dilution and further simplifying the capital
structure. In Q3 2025, ACG also amended warrant instrument terms to reflect
the change in trading currency of the Company's shares from USD to GBP from
March 2025.
At 31 December 2025, Loans and Borrowings net of Cash & Cash Equivalents
is $63.3 million, supported by a strong total cash balance of $145 million
(including restricted cash of $46 million).
Sustainability
Fulfilling the commitment made last year to improve sustainability reporting,
the Company has released an accompanying sustainability report. Please refer
to the Environmental, Social, and Governance ("ESG") section for more detail.
Outlook
Looking ahead, the Company is focused on delivering operational performance,
strengthening the balance sheet, and positioning the business to benefit from
capital markets re-rating and strategic growth opportunities.
Operational delivery remains the immediate priority. Progress on the sulphide
project is expected to support the next phase of value creation, while
maintaining production results in line with guidance will demonstrate
operational consistency and cost discipline.
Further capital optimisation initiatives are expected to enhance financial
flexibility. The first bond call option in January 2027 provides an
opportunity to refinance on improved terms, while ongoing balance sheet
optimisation efforts are aimed at reducing financing costs and strengthening
the Company's capital structure.
Capital market catalysts are anticipated to support improved market visibility
and liquidity. Achieving DTC eligibility in 2026 should broaden access for
North American investors. Potential index inclusion by mid-2026 may further
expand institutional ownership, while continued liquidity improvements are
expected to enhance trading efficiency and shareholder participation.
Strategic growth and M&A remain a key component of long-term value
creation. The Company continues to evaluate accretive acquisition
opportunities that align with its operational expertise and growth strategy.
Together, these priorities position the Company to strengthen operational
performance, optimise capital structure, enhance market recognition, and
pursue disciplined growth in the year ahead.
DIRECTOR'S REPORT
1. Principal activities and business review
ACG Metals Limited, (the "Company" or "ACG Metals"), a public limited company
incorporated in the British Virgin Islands with Registered Number 2067083
under the BVI Business Companies Act 2004 (as amended) (the "BVI Companies
Act"), maintains its registered office at Craigmuir Chambers, PO Box 71, Road
Town, Tortola, British Virgin Islands.
The principal activities of the Group are the operation and optimisation of
its producing mining asset and advancement of value-accretive projects to
enhance profitability and resilience. The Strategic Report provides a fair
review of the business, performance, position and principal risks and
uncertainties.
2. Directors and Board
The Board of Directors of ACG Metals as at the date of signing the report and
accounts comprised:
· Artem Volynets - Chairman & Chief Executive Officer
· Mark Curtis - Independent Non-Executive Director
· Hendrik Johannes Faul - Independent Non-Executive Director
· Fiona Paulus - Independent Non-Executive Director
· Maarten Terlouw - Non-Executive Director
· Mustafa Aksoy - Non-Executive Director
· Michael R. Pompeo - Independent Non-Executive Director
Remuneration policy
The base fees for the Non-Executive Directors / Chairman were set at IPO and
were not increased during period. Please refer to the Directors' Remuneration
Report on page 32.
3. Corporate governance statement
The Board is committed to high standards of corporate governance appropriate
for an LSE-listed company. The Company has stated its intention to comply with
its LSE obligations and to voluntarily observe the requirements of the QCA, as
described in its governance disclosures.
Section 172 / stakeholder engagement
Although incorporated outside the UK, the Board applies an LSE-listed
governance mindset and seeks to make decisions consistent with long-term value
creation.
Stakeholder engagement table
Key stakeholder How do we engage with the stakeholder? What's important to the stakeholder?
Employees and contractors We engage with our employees and contractors on a regular basis, through • Health, safety and wellbeing, supported by a strong speak-up culture.
safety communication and visible leadership on health and safety, regular
• Competitive reward, fair work practices and respectful workplace
We recognise that our employees and contractors are central to safe, reliable employee briefings at corporate and site level, speak-up channels (grievance behaviours.
operations and the delivery of our growth strategy. We aim to maintain a and whistleblowing), targeted training, annual performance and development
• Skills and capability development, with clear pathways for progression.
high-performance culture anchored in safety, integrity and accountability. reviews and more informally through a variety of social events.
• Clear communication on strategy, performance and change.
• Recognition and incentives aligned with long-term value creation
We measure employee engagement through our employee engagement surveys, the
results of which are shared with and acted on by the Board.
Communities and governments The Group maintains active engagement across its operating regions through • Responsible operations and effective management of environmental and
ongoing dialogue with community representatives and local stakeholders, social impacts.
We aim to be a responsible partner to long-term value creation and to make a supported by established grievance and feedback mechanisms. This is supported • Transparent engagement, compliance and high standards of business
difference in our sector and local communities. by local employment and training initiatives, as well as efforts to prioritise integrity.
local procurement where feasible. • Local employment and economic development, including opportunities for
local suppliers.
• Community wellbeing, including targeted social investment aligned with
local needs.
The Group also engages regularly with government bodies and regulators to meet • Respect for human rights and effective management of complaints and
permitting, compliance and reporting obligations. In parallel, environmental concerns
and social monitoring and disclosure activities continue, alongside community
investment programmes aligned with locally identified priorities.
Suppliers and partners We maintain robust supplier management practices that embed health, safety and · Fair and transparent procurement and contract certainty.
ethical requirements throughout contracting. We also engage in forward
We depend on suppliers, contractors and strategic partners to support our planning and close collaboration on critical goods and services to strengthen · Safe working arrangements and clear standards on health and
operations and project delivery. We seek sustainable, ethical and mutually supply chain resilience. safety.
beneficial relationships that support continuity, and responsible procurement.
· Long-term relationships and opportunities for innovation and
efficiency.
Where relevant, we engage suppliers on sustainability and compliance
expectations. Throughout the year, we hold regular meetings with key suppliers · Ethical conduct and compliance across the supply chain.
and partners to review performance and address any issues or concerns raised
by either party, reinforcing transparency and partnership across our supply · Stable supply chains for critical consumables and project
chain. delivery.
Lenders & Investors We ensure timely and transparent regulatory disclosures through RNS · Disciplined capital allocation, prudent leverage and liquidity
announcements and the publication of periodic results, supported by our annual management.
Access to capital and supportive long-term investors are important to funding report, interim reporting and accompanying investor materials.
growth and maintaining balance sheet resilience. We focus on transparent
· Credible ESG strategy and performance, reflecting responsible
disclosure, disciplined capital allocation and constructive engagement with operations.
both equity and debt stakeholders.
Engagement with the investment community includes investor roadshows, · Clear strategy and delivery against operational and growth
one‑to‑one meetings, and participation in conferences and wider capital milestones.
markets activities. We also maintain regular dialogue with shareholders,
lenders and debt investors through general meetings and ongoing discussions on
governance, financing and other relevant matters.
Customers We maintain active commercial engagement with customers through offtake • Consistent product quality/specifications and traceability.
discussions, agreements and ongoing contract management, supported by regular
• Reliable delivery performance and continuity of supply.
Our customers and offtake partners are critical to the commercialisation of coordination on logistics, scheduling and delivery performance.
• Responsible production, credible ESG credentials and robust HSE
production and the sustainability of cash flows. We aim to build long-term
performance.
relationships based on product quality, reliability and responsible business
practices.
Our quality assurance processes, including sampling and assaying, ensure
product specifications are met and enable timely resolution of any claims. We
also engage customers on responsible sourcing expectations and support
long‑term partnerships.
4. Dividends
No dividend was declared or paid in respect of the year ended 31 December
2025.
5. Results for the year
The consolidated financial statements for the year ended 31 December 2025,
together with the auditor report, was reviewed by the Directors and their
considerations detailed in the Strategic Report from pages 4 to 8.
6. Share capital and significant shareholdings
During and after the financial year end, the Company announced various share
capital and ownership-related updates, including total voting rights
announcements and notifications of major holdings.
Details of share capital movements are shown in Note 25.
Substantial shareholdings in the Group
The following information has been received in accordance with Rule 5 of the
Disclosure and Transparency Rules ("DTR") of the United Kingdom's Financial
Conduct Authority from holders of notifiable interests in the Group's issued
share capital.
Holder Shareholding Voting rights
Lidya Madencilik Sanayi ve Ticaret A.S. 7,112,072 31%
ACP II Trading LLC ("ACP") 6,577,969 30%
7. Post balance sheet events
After 31 December 2025, the Company issued RNS announcements including a VCP
and EIP issuance in line with the Prospectus published on 7 August 2024
whereby the Remuneration Committee approved 1,512,493 share awards in 2026 in
respect of the first measurement period under the VCP and 12,665 shares to
other key employees under the EIP Scheme.
After 31 December 2025, a total number of 106,453 warrants were settled during
2026 for 85,104 shares.
8. Principal risks and uncertainties
Risks specific to the Group are discussed on pages 28 to 31 in Financial Risk
Management and in Going Concern and Viability on page 12.
9. Responsibility Statement of the Directors in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the annual report and financial
statements in accordance with applicable law and regulations. The Directors
are permitted under the Listing Rules of the Financial Conduct Authority to
prepare the Group financial statements in accordance with International
Financial Reporting Standards issued by the International Accounting Standards
Board. The Group financial statements are required by International
Financial Reporting Standards issued by the International Accounting Standards
Board to present fairly the financial position of the Group and the financial
performance of the Group.
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 of the profit or loss of the Group for the financial period.
In preparing each of the Group financial statements, the Directors have:
• selected suitable accounting policies and then applied them consistently,
• made judgements and accounting estimates that are reasonable and prudent,
• stated whether they have been prepared in accordance with International
Financial Reporting Standards issued by the International Accounting Standards
Board, and
• prepared the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose, with
reasonable accuracy at any time, the financial position of the Group and
enable them to ensure that the financial statements comply with the BVI
Business Companies Act. They are also responsible for safeguarding the assets
of the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
10. Going concern and Viability
Going Concern Statement
The Directors have evaluated the Group's ability to continue as a going
concern, by reviewing its financial position, principal risks, and
forward‑looking prospects. This assessment covers a minimum period of 12
months from the date of approval of the financial statements and provides a
comprehensive view of the Group's financial resilience. It includes a detailed
review of the key assumptions underpinning financial planning, an in‑depth
analysis of consolidated cash flow forecasts to assess liquidity and funding
needs, and sensitivity testing of critical variables. These sensitivity
analyses help the Directors understand how changes in market conditions,
revenue, and cost drivers could affect performance, forming a robust
foundation for risk management and strategic decision‑making.
ACG is pursuing a strategy to consolidate the copper sector and aims to grow
its market capitalisation from US$343.8 million on 31 December 2025 to US$3-5
billion over the next 3-5 years. In 2024, the Group's market capitalisation
was US$93.7 million. The 267% increase achieved since then is underpinned by a
stronger share price, the removal of warrant dilution, and the successful
US$200 million bond raise, collectively reinforcing the Group's financial
momentum.
Alongside existing facilities, the Group has secured a financial commitment
from ACP, one of its principal shareholders, for an additional US$7 million
share subscription at the Group's option. The current market capitalisation
and continued success in fundraising illustrate strong access to capital and
constructive investor relationships.
The Group has secured long‑term offtake agreements for all copper
concentrate production over the life of the mine with Glencore. In addition,
zinc offtake agreements have been finalised with Traxys for all zinc
concentrates produced. These contracts align with international benchmark
terms and include flexibility in incoterms, enabling the Group to optimise
delivery schedules.
With these foundations in place, the Group is well positioned to benefit from
the accelerating global demand for copper, a critical material for
clean‑energy and transport technologies.
Conclusion
Based on the available information, the Directors have concluded that the
Group is in a strong position to continue as a going concern. Our ambitious
growth plans, proactive debt management, and favourable market conditions
support this assessment.
Viability statement
The Directors of ACG Metals have assessed the Group's prospects, by analysing
its current position and principal risks. This assessment covers a period of
four years, which aligns with the Group's financing plan, specifically the
senior secured Nordic bond issue which was executed in January 2025 to fund
the Sulphide Expansion Project and reflects the time frame over which the
Directors believe they can reasonably predict the Group's performance.
The Group's viability is reviewed annually in partnership with Board members
and the management team, considering current operational developments, market
projections, and strategic initiatives. During this review, the Group analysed
comprehensive forecasts regarding liquidity, the Group's banking facility
covenants, and its principal risks.
Risks specific to the Group's viability are below.
- Commodity prices
- Foreign exchange fluctuations
- Inflation fluctuations
- Production
- Capital projects
- Group liquidity
To evaluate the potential effects of these principal risks over the forecast
period, either directly or indirectly, the Group has conducted downside
scenario analyses using a factor of 10% noting that forecasted assumptions are
intentionally conservative and embed considerable headroom:
· A 10% reduction in all projected commodity prices in the same
instance for the duration up to 2029.
· A 10% appreciation in the forecasted Turkish Lira to US Dollar
exchange rate during the same period.
· A 10% rise in operating costs throughout the period ending 2029.
· A 10% increase in capital expenditure over the forecasted period.
· A combined sensitivity scenario comprising a 10% drop in revenue,
a 10% increase in operating expenses, a 10% appreciation of the exchange rate
and a 10% rise in total capital expenditure.
After performing these sensitivities, the Board has considered that should
these risks occur, it would be unlikely that the eventualities of these risks
would jeopardise the Group for the forecasted period.
A stress test of these scenarios was conducted in combination to assess their
potential impact on revenue, EBITDA, and cash flows during the projected
timeframe.
In cases of severe downside scenarios, the Group would face significant risk;
however, the Board has assessed the likelihood of such events occurring as
low.
Financial Performance
The table below summarises the material results impacting the Group's
financial performance.
All figures in this table are rounded to the nearest thousand US Dollars.
2025 2024*
Revenue from operations 135,584 57,745
Share based payments 5,144 1,050
Operating profit 63,013 4,785
Fair value movements on warrants 50,377 8,472
Fair value movements on Polimetal contingent consideration 30,783 -
Finance Income 23,655 1,104
Finance Expense 31,918 4,388
*2024 represents a 4-month period of operational activity as the Gediktepe
mine was acquired on 3 September 2024.
These results are driven by the following factors:
· The Group benefited from higher commodity prices in 2025 of
$3,321/oz (39% increase compared to 2024) and $37.69/oz (32% increase compared
to 2024) for gold and silver respectively.
· The Group simplified its capital structure by offering a warrant
tender to shareholders which was completed in March 2025. Warrant fair values
increased from $0.38 per warrant on 31 December 2024 to $4.38 per warrant on
31 December 2025 resulting in a material fair value adjustment. The Group
completed a warrant tender in 2025, settling 26,899,414 Public, Sponsor, and
Private Placement Warrants, being 70% of all warrants, in exchange for
2,689,927 Class A Ordinary Shares.
· The Polimetal contingent consideration adjustment relates to the
copper price bonus which is predominantly driven by the expected copper price
in 2027 and 2028. Given that the copper price increased from approximately
$87/t on 31 December 2024 to $125/t on 31 December 2025, the forecasted price
for copper increased the fair value calculation.
· The Group has successfully raised US$200 million in bonds to
finance its Turkey copper mine and has secured various offtake agreements on
copper and zinc production for the lifetime of the mine. The bond was
completed in January 2025 for $200 million for the development of the sulphide
project. Eligible borrowing cost incurred is capitalised to Assets Under
Construction.
Additionally, in 2025, the Group settled the outstanding acquisition debt from
2024 amounting to US$37.5 million and was able to repay its Shareholder loan
in cash.
ACG Metals has demonstrated strong financial performance, with a market cap of
approximately US$343.8 million on 31 December 2025 and ambitious growth plans
to reach US$3-5 billion in the next 3-5 years.
Operational Efficiency
The Group has a robust business model focused on the efficient extraction of
copper, with plans to become a leading copper producer on the London Stock
Exchange. The Gediktepe copper-gold mine, a significant producer of copper,
zinc, gold, and silver, is a key asset towards this strategy.
Throughout 2025, Gediktepe mine processed 354,472 tonnes of ore. Total gold
equivalent production decreased by 29% compared to 2024, reaching 39,2 koz.
The average gold grade increased by 4% to 2.26 g/t, while the silver grade
improved by 21% to 75.4 g/t.
Additionally, the Group benefited from strong commodity prices which increased
by 39% and 32% for Gold and Silver respectively towards the end of 2025.
All-in sustaining costs (AISC) for gold increased by 9% to $1,244/oz (2024:
$1,139/oz).
11. Statement as to disclosure of information to auditors
The Directors who held office at the date of approval of the Directors' Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Group's auditor is unaware; and each Director has
taken all the steps that he ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Group's
Auditor is aware of that information.
Website publication
The financial statements are published on the Group's website at acgmetals.com
(https://acgmetals.com/) . The work carried out by the auditor does not
involve consideration of the maintenance and integrity of this website and
accordingly, the Auditor accepts no responsibility for any changes that have
occurred to the financial statements since they were initially presented on
the website. Visitors to the website need to be aware that legislation in the
United Kingdom covering the preparation and dissemination of the financial
statements may differ from legislation in their jurisdiction.
Directors' statement pursuant to the Disclosure and Transparency Rules
The Directors are responsible for preparing the financial statements in
accordance with the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority ("DTR") and with International Financial Reporting
Standards issued by the International Accounting Standards Board.
Each of the Directors, whose names and functions are listed in the Board of
Directors section, confirm that, to the best of each person's knowledge:
· the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and loss of the Group; and
· the Annual Report includes a fair review of the development and
performance of the business and the position of the Group, together with a
description of the principal risks and uncertainties that they face.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the ACG Metals website:
acgmetals.com (https://acgmetals.com/) .
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
On behalf of the Board
Artem Volynets
Executive Director and Chairman
13 April 2026
CORPORATE GOVERNANCE
Board of Directors
During the reporting period, the Board was comprised of the following members:
Artem Volynets - Executive Director, Chief Executive Officer, and Chairman
Mark Curtis - Independent Non-Executive Director
Hendrik Johannes Faul - Independent Non-Executive Director
Fiona Paulus - Independent Non-Executive Director
Maarten Terlouw - Independent Non-Executive Director
Mustafa Aksoy - Independent Non-Executive Director
Michael R. Pompeo - Non-Executive Director (Appointed 30 January 2025)
Artem Volynets - Executive Director, Chief Executive Officer and Chairman
Mr. Volynets has 30 years of experience in mergers and acquisitions, capital
markets, and senior corporate management roles. He has led multiple private
and public transactions in the metals and mining industry.
Mr. Volynets established ACG Mining in 2014, as an advisory and investment
management firm registered in BVI, through which he worked on a number of
cross-border transactions in the mining and metals sector in Eurasian emerging
markets. These transactions utilised his extensive experience of M&A-led
sector consolidation, his local knowledge and networks, and his global
industry and investor connections.
Michael R. Pompeo - Non-Executive Director: Appointed 30 January 2025
Mr. Pompeo brings geopolitical expertise and a strong global network to the
Group, having served as the 70th Secretary of State in the United States from
2018 to 2021. He was also the sixth Director of the Central Intelligence
Agency from 2017 to 2018. He started his career as a lawyer, graduating from
Harvard Law School with a juris doctor, before building a successful aircraft
parts manufacturing company, Thayer Aerospace.
Mr. Pompeo served as the U.S. House of Representatives member from Kansas's
4th district between 2011 and 2017.
Mr. Pompeo is part of a strategic partnership between ACG Metals and Impact
Investments LLC, where he is Executive Chairman. Impact Investments is a US
based strategic and financial advisory and investment firm, which advises some
of the world's leading companies across a range of industries and geographies.
As part of this partnership, Impact Investments advises and assists the Group
as it pursues its vision to become a leading global copper company serving
U.S. and Western industrial supply chains.
Fiona Paulus - Senior Independent Non-Executive Director
Ms. Paulus has extensive global investment banking experience, having held
senior management roles with several leading international investment banks
including CIBC, Royal Bank of Scotland (RBS), ABN AMRO Bank, JP Morgan and
Citigroup. Additionally, Ms. Paulus has advised companies and private equity
firms on strategic initiatives in the energy and resources sectors across more
than 70 countries.
She is currently a Director at JSW Steel, ISS Gloucester Avenue and Metlen
Energy and Metals, effective from August 2025.
Mark Cutis -Independent Non-Executive Director
Mark Cutis is a seasoned banking and capital markets executive with extensive
global experience having actively managed portfolios of assets as CIO and CEO
on behalf of both private and state-owned capital managers. Mr. Cutis has held
senior management roles at Bank of America, Morgan Stanley, Merrill Lynch,
UniCredit and the European Bank for Reconstruction and Development.
Mr. Cutis is currently a Director at Gulfsands Middle East, CCHL, and Radion
Bank.
Hendrik Johannes Faul - Independent Non-Executive Director
Hendrik Faul has over 30 years of mining industry experience as both a
qualified mining engineer and as a senior corporate manager, with demonstrated
ESG leadership experience as well as operational and project execution
experience across 5 continents.
Mr. Faul was Chairman of the International Copper Association from 2016 to
2018. He is a Director of Johannesburg-listed Master Drilling Group since June
2020, and a Director of Atalaya and Valterra Platinum.
Mustafa Aksoy - Non-Executive Director
Mustafa Aksoy joined Çalık Group in 2004 and currently serves as General
Manager and Board Member of Lidya Mines. Mr. Aksoy worked in various sectors
and departments of the Group in sales-marketing, corporate finance, business
development and M&A.
Lidya's parent company Çalık Holding, established over 40 years ago, is a
leading Turkish conglomerate that operates in the fields of energy,
construction, mining, textiles, and finance in 34 countries spanning Central
Asia, the Balkans, Middle East and Africa regions. The group started in
textiles but expanded into EPC business for energy and infrastructure,
renewable investments, power distribution, mining and financial services. Mr.
Aksoy, who worked as an auditor at Egebank and Garanti Bank in Turkey,
completed his MBA at the University of Antwerp, Belgium and graduated from
Dokuz Eylül University, Turkey, Department of Public Administration.
Mr. Aksoy serves on the Board of Çalık Energy and Investment Committee of
Çalık Holding as well as various other JV companies.
Maarten Terlouw - Non-Executive Director
Maarten Terlouw currently serves as President and Co-Chief Investment Officer
at New York headquartered investment fund Argentem Creek Partners ("ACP")
where he is responsible for co-leading the management of the firm and the
fund's investments.
Prior to joining Argentem Creek in 2023, Mr. Terlouw spent over 25 years at
ABN AMRO Bank, where he served as Regional Chief Executive Officer responsible
for all activities of ABN AMRO in North and South America. In addition, he was
appointed Chief Sustainability Officer for ABN AMRO Bank Group in January
2022. During his long tenure at the firm, he held various senior executive
positions in corporate, investment banking and advisory sectors including
Industrials, Natural Resources, Trade and Commodity Finance, Global
Transportation and Logistics in New York, London and Amsterdam.
Through these leadership positions, Mr. Terlouw has managed numerous global
teams, and business lines and developed a deep and broad understanding of
various facets of banking, ranging from design and implementation of risk and
compliance programs, regulatory matters, design and execution of growth and
deceleration strategies. As a business leader and practitioner, Mr. Terlouw
has experience in various sectors in Corporate Finance, M&A advisory,
Leveraged and Structured Finance and large and complex fund-raising exercises,
in many parts of the world across different industries.
Board Composition
The Directors believe the Board comprises a knowledgeable and experienced
group of professionals with relevant experience in sourcing, evaluating,
structuring and executing the business strategy of the Group. Their respective
track records demonstrate the ability to source, structure and advise on
acquisitions, return value to investors, introduce operational improvements
and the ability to navigate through challenges faced by multinational
organisations.
The Polimetal Acquisition Agreement provides Lidya and ACP with the right to
appoint or remove one Director to or from the Board, for so long as Lidya and
ACP holds at least 20% and 25% respectively, of the total outstanding amount
of Class A Ordinary Shares. This condition was fulfilled, and both Lidya and
ACP exercised their right to appoint Mustafa Aksoy and Maarten Terlouw to the
Board.
Board Committees
Board members Audit Committee Sustainability and Technical Committee Remuneration and Nomination Committee Transaction Committee
Mark Cutis X X
Hendrik Johannes Faul X X X X
Fiona Paulus X X X
Mustafa Aksoy X X
Maarten Terlouw X
Michael R. Pompeo
Board members have also established a Disclosure Committee and membership is
currently open to all, as needed.
Board Committee meetings
Board meetings Audit Committee Sustainability and Technical Committee Remuneration Committee Nomination Committee Transaction Committee Special Committee
Number of meetings held 5 5 2 1 1 3 1
QCA CORPORATE GOVERNANCE REPORT
Corporate Governance Report
The Directors are committed to maintaining high standards of corporate
governance and, where practicable given the Company's size and nature, adopt
and comply with the Quoted Companies Alliance ("QCA") Code.
The QCA Code provides a set of principles designed to help companies achieve
sound corporate governance. ACG Metals has embraced this framework to enhance
transparency and accountability.
Deliver Growth
Principle 1 - Establish a purpose, strategy and business model which promote
long-term value for shareholders
ACG Metals' vision is to build a global, high-margin, copper-focused producer
with safe, efficient and sustainable operations.
The Company has established a clear strategic framework centred on
consolidating ownership in the copper sector and building a complementary
portfolio of mining assets through disciplined acquisitions and organic
development.
The strategy is supported by a commitment to attracting, developing and
retaining high-quality talent, and by leveraging proven operating practices,
deep project management expertise and strong execution capability to deliver
long-term value creation.
ACG's business model follows a repeatable cycle of identifying and acquiring
high-quality, scalable copper assets, securing attractive transaction terms
and funding, investing to optimise and expand operations, generating
sustainable cash flows, strengthening the balance sheet through disciplined
debt optimisation, and delivering returns to shareholders and stakeholders.
The Company's values of integrity, teamwork, safety, creativity, growth and
accountability guide decision-making and support sustainable long-term
performance.
The Group has demonstrated this commitment through the acquisition of the
Gediktepe Mine in 2024 and securing a $200 million bond facility shortly
afterwards for the Sulphide Expansion. Additionally, the Group successfully
raised gross proceeds of approximately $16 million through the placement of
shares issued in November 2025 for the Enriched Ore Treatment Project. The
level of oversubscription highlights sustained backing from existing
shareholders, strong interest from new investors, and a shared view of the
Group's long‑term value creation trajectory.
Principle 2 - Promote a culture that is based on ethical values and behaviours
The company prioritizes integrity, accountability, and transparency. These
values are embedded in its corporate culture and reinforced through policies,
training, and leadership initiatives. ACG is committed to embedding
responsible business practices into every aspect of its management. This
commitment is fundamental to achieving operational excellence and plays a
pivotal role in supporting the successful implementation of the Group's
overall strategy.
ACG promotes ethical conduct through policies including its anti-bribery and
corruption policy, code of conduct, and whistleblowing framework. ACG takes a
zero-tolerance approach to unethical behaviour and employees are encouraged to
report suspected breaches of confidence. The Board mainly assesses the Group's
culture by reviewing feedback received from the workplace, site visits,
monitoring reports from various committees and evaluating how executives and
managers embody company values in their decision-making and interactions.
By integrating these practices, the Group ensures sustainable growth,
strengthens stakeholder trust, and aligns its operations with its long-term
strategic objectives.
Principle 3 - Seek to understand and meet shareholder needs and expectations
The Board actively engages with shareholders through regular communications,
annual general meetings, investor presentations, and regulatory announcements.
Feedback from shareholders is reviewed and integrated into strategic planning.
ACG is committed to transparency and accountability in its operations. ACG
prioritizes transparency by providing regular updates to shareholders and the
market through various means including its website, third party platforms and
regulatory announcements, to keep our shareholders well-informed. Our
communication provides updates on our financial performance, strategic
initiatives, and other significant developments. Furthermore, all transactions
and projects are carefully evaluated to ensure they align with our goal of
delivering long-term value to our shareholders.
Principle 4 - Take into account wider stakeholder and social responsibilities
and their implications for long-term success
ACG recognises that long-term success depends on maintaining trusted
relationships with key stakeholders and operating responsibly across our value
chain. The Group therefore seeks to understand stakeholder interests and,
where relevant, reflect them in decision-making, recognising that social and
environmental responsibilities can materially influence operational
resilience, reputation, access to talent and capital, and the sustainability
of long-term returns.
Engagement is carried out through a combination of ongoing operational
interaction and structured processes, with oversight and input from
management.
Key stakeholder groups and engagement typically include:
· Employees and contractors: routine site engagement, H&S
processes and performance monitoring through KPIs, workforce feedback
channels, and management site visits.
· Local communities and local stakeholders: community liaison and
dialogue, employment and procurement initiatives, and targeted support for
local development priorities. ACG is developing projects that build resilient,
skilled local communities capable of supporting sustainable outcomes over the
long term.
· Regulators and government stakeholders: proactive regulatory
engagement, compliance reporting and transparent communications, particularly
where changes in regulations and permitting requirements could affect
operations or project development.
· Suppliers and contractors: supplier engagement to support
reliable delivery, safety expectations and responsible business conduct.
· Investors and capital providers: ongoing investor dialogue
through announcements, presentations and meetings, ensuring shareholders are
appropriately informed and able to provide feedback on strategic priorities
and disclosures.
The Board and management continue to develop the Group's stakeholder
engagement approach in line with the growth of the business.
Principle 5 - Embed effective risk management, internal controls and assurance
activities
The Group maintains a robust risk management process designed to identify,
assess, and mitigate potential risks while also enabling the organisation to
capitalise on emerging opportunities. We maintain a group-wide risk management
framework. The company maintains a disciplined yet adaptive risk framework,
designed to uphold stability while enabling responsive decision-making in
dynamic operating environments. Key risk areas include operational
performance, environmental impacts and climate change, compliance, and
geopolitical and market developments.
The Group's process typically includes:
· Identification of threats and opportunities across operations,
projects, markets, finance, compliance and people.
· Assessment using a consistent methodology (likelihood/impact and
control effectiveness), with escalation thresholds for material items.
· Mitigation and ownership with clearly assigned accountable
owners, actions and residual risk ratings.
· Monitoring and reporting through defined KPIs, incident
reporting, operational dashboards and management attestations.
· Emerging risks captured through horizon scanning and periodic
deep dives particularly on regulatory change, macro/commodity conditions,
technology, and the impacts of climate change.
The Group maintains robust financial control environments, the effectiveness
of which is ultimately reported to the Board, CEO, COO and CFO. Key risks and
opportunities are identified by monitoring the market movements and reviewing
internal reporting on a regular basis at both group and subsidiary levels.
Once identified the team collaborates internally and externally as needed, to
explore available strategies. These findings are then evaluated using both
qualitative and quantitative factors and presented to the relevant party
following the correct levels of authority for effective and efficient
decision-making.
The Audit Committee and the Sustainability and Technical Committee play a key
role in overseeing risk management. To ensure effective risk management, we
assess the potential impact to the Group and implement measures to mitigate
and manage the risk, with the assistance of external consultants. This ongoing
evaluation process allows us to proactively address potential risks and
safeguard the interests of our stakeholders.
The Board recognises that climate change and broader sustainability matters
can create both risks and opportunities for the Group, potentially affecting
strategy execution, operational resilience, costs, access to finance and
stakeholder expectations over the short, medium and long term.
From FY2026 onwards, the Group expects to comply with the Türkiye
Sustainability Reporting Standards (TSRS) requirements to the extent the
Group's Türkiye operations are within scope, and in any event will use TSRS
as the reference framework for consistent decision-useful sustainability and
climate disclosures. TSRS 1 (general sustainability-related disclosures) and
TSRS 2 (climate-related disclosures) are issued by Türkiye's KGK and are
based on the ISSB standards (IFRS S1 and IFRS S2).
To advance readiness for TSRS‑aligned reporting, the Group has conducted
cross‑functional assessments with key personnel to determine material
climate‑related risks and opportunities including:
· physical and transition risks, and climate-related opportunities;
· impacts on the business model and value chain, including where
risks/opportunities are concentrated;
· relevance across time horizons (short/medium/long term) and
decision-making timeframes;
· the role of metrics and targets (where appropriate) to monitor
progress and performance.
Maintain a Dynamic Management Framework
Principle 6 - Maintain the Board as a well-functioning, balanced team led by
the chair
The Board comprises a majority of non-executive Directors, ensuring
independence and objectivity in decision-making. Each year, Directors submit a
declaration outlining any relevant relationships and affirming their
independence. The roles of Chairman and non-executive Directors are separated
to maintain a clear division of responsibilities. The decision to combine the
roles of CEO and Chairman reflects the company's commitment to streamlined
leadership and efficient decision-making. Given the CEO's deep understanding
of the business operations and strategic direction, this structure ensures
continuity and alignment between governance and execution. The Board maintains
strong oversight through independent non-executive Directors, ensuring that
checks and balances remain in place. The experience and capabilities each
director brought to the Board's agenda over the year are outlined in their
respective biographies on page 15. Regular reviews of governance practices,
alongside transparent reporting, reinforce the effectiveness of this
leadership approach while safeguarding shareholder interests.
The Board is kept abreast of all strategic and operational developments within
the Group by the management team monthly, and they meet throughout the year
(refer to page 17) to discuss strategic and operational matters.
Principle 7 - Maintain appropriate governance structures and ensure Directors
have the necessary up-to-date experience, skills and capabilities
Each Board member brings relevant industry expertise, skills, qualifications
and personal qualities. The Directors bring extensive experience as active
Board members across a range of leading global corporations. Their ongoing
involvement ensures they remain engaged with industry developments, allowing
them to continuously refine their expertise and apply best practices from
diverse sectors. This relevant, hands-on experience combined with technical
abilities from various institutions is key to keeping their skills up to date,
strengthening the Company's governance and strategic decision-making. Where
necessary, the company can provide ongoing professional development. The
Company has access to a range of independent advice and experts to ensure that
Directors remain well informed.
In addition to external legal and technical advisers, internal advisory roles
help support the effective functioning of the Board.
The Company Secretary and Chief Legal Officer play a central role in
supporting the Chairman and the Board on corporate governance matters.
Responsibilities include facilitating Board procedures, advising on Director
duties, maintaining statutory records, ensuring regulatory compliance, and
ensuring that Board materials are circulated in a timely manner.
These roles are critical in maintaining high standards of governance,
providing continuity between Board and executive functions, and enabling
independent oversight.
The Board is committed to maintaining an appropriate balance of Directors,
with the Nomination Committee responsible for assessing the Board's
composition to ensure it has the required expertise to support the Group's
strategic objectives. Biographies are available on page 15.
Principle 8 - Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
Board performance is reviewed to identify areas of effectiveness and
improvement however, this is an area of improvement highlighted in the QCA
table, 'Areas of Non-Compliance and Explanation'. The Board believes that
succession planning, skill gaps, and overall effectiveness in governance are
key considerations to achieving the Group's objectives.
Principle 9 - Establish a remuneration policy supportive of long-term value
creation and the company's purpose, strategy and culture
The Remuneration Committee oversees the structure and outcomes of management's
remuneration and uses an independent, reputable external adviser to benchmark
remuneration against relevant peer groups and market practice, ensuring
arrangements remain appropriate and competitive.
In addition to fixed pay and benefits, the Group operates share-based
incentive arrangements for senior management to align leadership interests
with shareholders and to support retention and performance over the medium to
long term. Remuneration decisions are taken with regard to the Company's stage
of development, overall performance, individual contribution, internal pay
considerations and the need to maintain an appropriate balance between reward
and sustainable value creation.
Build Trust
Principle 10 - Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
The Company ensures transparency through regular shareholder updates and
regulatory announcements. As mentioned in Principle 2, financial performance,
strategic initiatives, and operational developments are shared via various
channels such as our website, social media and third-party platforms, to
foster investor confidence.
The Company has established Board Committees with clear remits:
· The Audit Committee is to meet at least once every financial
quarter and is responsible for overseeing financial reporting, internal
controls, and business risk management. It ensures the integrity of financial
statements, reviews key financial policies and practices, and assesses the
assurance process for the Annual Report to ensure it is fair, balanced, and
understandable. It reviews emerging risks, oversees risk exposures, and
ensures robust assessment processes are in place. It also maintains oversight
of whistleblowing arrangements, fraud prevention systems, and ethical conduct
policies.
· The Remuneration Committee is responsible for setting executive
pay and reviewing employee benefit structures. The activities of the committee
in the year included the approval of directors' remuneration as set out in the
Directors' Remuneration Report and of awards under incentive schemes as
described in Notes 26 and 28.
· The Nomination Committee oversees Board composition and
succession planning.
· The Sustainability & Technical Committee monitors ESG risks,
oversees health and safety, reviews environmental and social incidents, and
advises on ESG disclosures and targets.
All committees operate under formally adopted terms of reference and report to
the Board.
ACG Metals will continue to assess and refine its corporate governance
policies in alignment with its growth and evolving operational landscape. The
company will report annually on its compliance with the QCA Code and update
its governance statement accordingly.
By adhering to the QCA Code, ACG Metals will demonstrate its commitment to
good corporate governance, which is essential for building trust with
investors and other stakeholders, and for achieving long-term success. As the
Company continues to operate, the Company will re-evaluate its corporate
governance policies and procedures in line with the size and operations of an
enlarged group. This will include an assessment and implementation of the
Company's policy and objectives concerning diversity (which is currently not
in place due to the early stage of the Company's development), and composition
of management and Board committees. At the same time, the Company will review
any additional risk management and internal control processes that need to be
put in place.
The Company will report to its shareholders as to its compliance with the QCA
Code on an ongoing basis and will publish an updated Corporate Governance
statement annually.
QCA Code - Areas of Non-Compliance and Explanation
QCA Principle Current Level of Compliance Explanation & Future Action
Principle 5 - Embed effective risk management, internal controls and assurance Partially complied with The Group has a robust risk management framework and committee oversight;
activities however, the management is continuing to formalise and enhance the review of
internal control processes and assurance activities to strengthen governance
and oversight as the Group expands.
Principle 6 - Maintain the Board as a well-functioning, balanced team led by Partially complied with The roles of CEO and Chairman are currently combined to streamline leadership
the chair and align governance with execution during the Group's early growth phase.
While this structure ensures continuity, we acknowledge that the QCA Code
recommends separating these roles to maintain independent oversight. The Board
will revisit this structure as the Group matures and scales, with the
intention to separate the roles in due course.
Further information is sought on the expected time commitment for each
Director and any limitations on external appointments.
Principle 8 - Evaluate Board performance based on clear and relevant Partially complied with Board performance is reviewed; however, the evaluation process is conducted
objectives, seeking continuous improvement internally without formalised performance metrics. There is currently no
disclosure on outcomes or follow-up actions. The Group intends to enhance its
evaluation process by introducing a formal framework and considering an
external review as the Board evolves.
Principle 10 - Communicate how the company is governed and is performing by Partially complied with While shareholder engagement is actively maintained through announcements and
maintaining a dialogue with shareholders and other relevant stakeholders meetings, the Company intends to enhance its governance reporting over time,
including (as appropriate) clearer disclosure of AGM voting outcomes and
strengthening the mechanisms used to capture and respond to minority
shareholder feedback.
The Company has chosen not to include a separate Audit Committee report in
this Annual Report. The Board believes that, at the Company's current stage of
development, the preparation of a standalone report would not add substantive
value for shareholders. Relevant information on financial reporting oversight
and risk management is instead integrated within the Corporate Governance
section. This approach will be reviewed annually.
Diversity Policy (related to Principle 7) Not in place The Company does not currently have a formal Board or management diversity
policy in place due to the early stage of development. A formal diversity
policy will be introduced as the Group expands, to support Board composition
and talent development in alignment with ESG objectives.
On behalf of the Board
Artem Volynets
13 April 2026
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
In 2025, the Group's ESG work focused on three main themes: establishing a
robust baseline for ESG performance; strengthening governance and beginning to
establish risk management frameworks; and progressing climate-related and
sustainability reporting in line with evolving UK and Turkish regulatory
expectations, including the FCA's ESG Sourcebook and the emerging Turkish
Sustainability Reporting Standards (TSRS), both based on IFRS Sustainability
Disclosure Standards.
ESG governance
The Board has ultimate responsibility for overseeing ESG-related risks and
opportunities that could reasonably affect the Group's long-term prospects and
profitability. ESG matters are considered in Board discussions on strategy,
capital projects, risk management and stakeholder engagement.
The Board is supported by a Technical and Sustainability Committee ("T&S
Committee"), which oversees technical and sustainability-related impacts,
including climate change, tailings and water management, environment, social
aspects and health and safety. The T&S Committee Terms of Reference set
out its purpose of managing key ESG topics, including progress against agreed
priorities. Its function is to provide recommendations to the Board and
management on sustainability-related risks, opportunities and disclosures.
The Audit Committee will oversee the integration of material ESG risks into
the Group's risk register as it develops, the internal control environment and
external reporting, in line with expectations under the FCA ESG Sourcebook for
climate and sustainability-related disclosures. The Remuneration and
Nomination Committee is responsible for Board composition and executive
incentives.
During 2025 the Group strengthened its governance framework by:
· Establishing key Board committees: Audit, Remuneration and
Nomination, Transaction, Disclosure and Technical and Sustainability, each
with formal Terms of Reference.
· Adopting Group‑wide policies for whistleblowing, conflicts of
interest, related‑party transactions and charitable donations and commencing
a comprehensive review of anti‑bribery and corruption policies with external
advisers, planned to be completed in 2026.
· Publishing a Modern Slavery Statement and commencing development
of a Group‑level ESG policy under the supervision of the T&S Committee.
These steps support regulatory expectations that companies put in place clear
governance, policies and oversight for ESG and climate-related disclosures.
ESG strategy and materiality
ACG's strategy is to build a diversified copper platform, underpinned by
disciplined acquisitions, operational excellence and strong ESG performance.
The Gediktepe mine in Western Türkiye is the Group's first producing asset
and is expected to transition from oxide gold and silver production to primary
copper and zinc production from mid-2026, with targeted steady state
production of 20-25 ktpa copper equivalent over an initial 11 year mine life.
In 2025 the Group completed its first double materiality assessment,
facilitated by an external adviser, to identify sustainability topics that are
most material to the business and its stakeholders. The assessment drew on
international mining ESG standards, peer benchmarking and local context around
Gediktepe, and included surveys and interviews with employees, contractors,
community representatives, government stakeholders, a refinery partner and a
significant shareholder. Topics were assessed for both their impact on society
and the environment and their potential to affect ACG's enterprise value and
were validated by management and the T&S Committee.
The Group's 2025 material topics are grouped into four themes:
· Health and Safety - Occupational health and safety; emergency
preparedness.
· Our People - Talent attraction, retention and development;
responsible employment practices; non-discrimination and equal opportunities.
· The Environment - Tailings and waste management; responsible
water stewardship; biodiversity; acid rock drainage; air emissions; climate
change adaptation and resilience.
· Our Communities and Ethics - Community engagement and impact;
land and resource rights; anti‑corruption.
These themes inform the Group's ESG priorities, risk management and emerging
sustainability targets and align with the focus on establishing more formal
governance, strategy, risk management, and metrics and targets for climate and
sustainability-related disclosures during 2026.
Risk management and integrated management system
During 2025 ACG began formalising a Groupwide enterprise risk management
("ERM") framework that will explicitly incorporate
climate-and-sustainability-related risks and opportunities alongside
traditional operational and financial risks as it is developed throughout
2026. Risk management is led by the Chief Financial Officer ("CFO") and Chief
Operating Officer ("COO") working with senior management, to coordinate risk
appetite, identification, assessment and monitoring across the business.
The Group operates a mature Integrated Management System ("IMS") that brings
together environmental, quality and occupational health and safety management
in a single framework aligned with ISO 14001, ISO 9001 and ISO 45001 at the
operational level. The system includes policies, planning processes,
documented procedures, internal audits and regular management reviews and
supports continual improvement in line with regulatory expectations to use
robust processes and the most uptodate information when preparing climate and
sustainability-related disclosures.
Health and safety
Safe operations are fundamental to ACG's licence to operate and are recognised
as one of the most material ESG topics for the Group. Gediktepe operates under
a comprehensive Health and Safety Management System aligned with ISO 45001 and
integrated into the Group's overall IMS.
In 2025:
· The Group achieved an LTIF of 0.66, with approximately 1.6
million man-hours worked without a Lost Time Injury during the year.
· All employees and contractors received regular health and safety
training, including emergency preparedness, risk awareness and safe work
procedures, supported by toolbox talks and ongoing coaching.
· The number of contractors on site increased significantly due to
construction of the sulphide processing plant and associated infrastructure,
and their safety performance was actively managed through pre‑qualification,
induction, additional training and close engagement with the site leadership
team.
Emergency preparedness is a core element of ACG's health, safety, and
environmental risk management.
At Gediktepe:
· Emergency Response Teams ("ERT") are established across all
departments, supported by documented protocols that meet Turkish legal
requirements, including three levels of emergency response and provisions for
prevention of major industrial accidents involving dangerous substances under
Seveso aligned regulations.
· Regular emergency drills are conducted to test response plans,
evacuation routes and communications.
· A 24/7 on‑site medical unit with nine staff provides medical
support, routine physical and mental health checks and first aid and
occasionally supports nearby communities where healthcare access is limited.
In 2026 the Group will continue to target zero Lost Time Injuries, further
embed a proactive safety culture across employees and contractors, and begin
exploring ways to engage local communities more formally in emergency
preparedness, drawing on international good practice.
Our people
ACG's success depends on attracting, developing and retaining a skilled,
diverse and engaged workforce. Employment is also one of the most tangible
contributions the Group makes to local economic development in the regions
where it operates.
In 2025:
· The Group employed approximately 300 people, of whom 56% were
from local communities, and 27% of new hires during the year were female.
· 84.6% of blue collar and 19% of white collar workers were
recruited locally, reflecting the Group's focus on building local capabilities
and providing long term career opportunities.
· The Group continued to invest in training and development,
including technical skills, leadership, safety and compliance, with the
intention to increase training hours per employee in 2026.
ACG maintains policies and practices aimed at responsible employment,
non-discrimination and equal opportunities and has adopted a Modern Slavery
Statement (https://acgmetals.com/limited-modern-slavery-statement/) . ACG is
committed to ensuring fair and safe working conditions, respecting human
rights and supporting diversity as the organisation grows and will further
formalise its human resources policies, including equal pay and diversity
frameworks, in future periods.
Environment
Environmental stewardship is central to ACG's long term strategy and a key
focus for stakeholders. In 2025 the Group's priorities included tailings and
waste management, responsible water stewardship, biodiversity, air emissions,
acid rock drainage and climate change resilience.
Tailings and waste management
Since acquiring Gediktepe, ACG has prioritised conformance with the Global
Industry Standard on Tailings Management ("GISTM"). Work to align the site's
tailings facilities with GISTM requirements has been overseen by the
Sustainability and Technical Committee, supported by external experts, and is
ongoing. Tailings design, monitoring and governance have been strengthened
through the IMS, and this will remain a major area of focus alongside
commissioning of the sulphide plant. Risks for the tailings storage facility
("TSF") are integrated into the ERM framework.
The planned Enriched Ore Treatment Project, which will process stockpiled and
enriched ore that would otherwise be classified as waste, illustrates the
Group's approach to resource efficiency and waste minimisation. Currently
subject to permitting, this project is expected to produce an additional 57kt
copper equivalent between 2026 and 2030 with no impact on the existing oxide
or sulphide plants.
Water stewardship and biodiversity
ACG recognises responsible water use as a material topic for Gediktepe and the
wider business. At site level, ACG has implemented water recycling systems and
monitors indicators such as freshwater make‑up volumes, effluent volumes,
recycled water and unit water consumption. In 2025 ACG began reviewing its
water data practices against leading ESG frameworks and strengthening systems
to support more consistent, transparent reporting in future years.
To support biodiversity, a reforestation programme has been launched to
restore disturbed areas progressively and enhance local ecosystems around the
mine. Biodiversity and land disturbance are considered in mine planning, and
further work is planned to develop a more formal biodiversity management plan
aligned with international standards.
Climate change, GHG emissions and resilience
Consistent with the FCA's requirements for climate related financial
disclosures and the TCFD framework, ACG advanced its climate-related work in
2025 which is detailed further in the Sustainability Report published on our
website. Key actions included:
· Commissioning an external climate change risk assessment ("CCRA")
covering both physical and transition climate risks across the Group.
· Performing climate-related scenario analysis using three distinct
scenarios, aligned with TCFD guidance, to test the resilience of the Group's
strategy under different global warming and decarbonisation pathways.
· Beginning to integrate climate-related risks and opportunities
into the ERM framework and Group risk register, including clarified risk
ownership and enhanced reporting to senior management and the Board.
Data collection for greenhouse gas (GHG) emissions and water usage progressed
during 2025, including internal assessments of alignment with recognised
standards. The Group intends to define and disclose measurable GHG and water
reduction targets in the 2026 reporting period, subject to management review
and taking into account operational realities during the construction phase.
ACG remains committed to strengthening climate governance at Board level and
aligning climate-related reporting with TCFD recommendations and IFRS based
TSRS requirements as they come into effect for Turkish entities.
Communities and ethical conduct
ACG aims to create long-term value for host communities through employment,
procurement, infrastructure and social investment. Following the acquisition
of Polimetal, ACG has focused on integrating and enhancing existing community
engagement, with initiatives at Gediktepe including local employment,
contractor opportunities and targeted community support programmes.
A more formalised ESG risk register is planned to be implemented in 2026, as
part of the development of the ERM, with ESG-related risk management to be
embedded in Group reporting, escalation and internal control systems.
The Group has adopted whistleblowing, anticorruption and related party
transaction policies and has commenced an in-depth review of its antibribery
and corruption framework with external advisers. These policies are designed
to ensure that the Group operates to high ethical standards and meets
regulatory expectations, including emerging antigreenwashing and
sustainability labelling rules where relevant to the Group's products and
disclosures.
ESG reporting and FCA ESG Sourcebook alignment
In Q1 2026 ACG prepared its inaugural Sustainability Report for the year ended
31 December 2025, which provides more detailed disclosure on the topics
summarised in this ESG chapter. The Sustainability Report is intended to
complement the Annual Report and to support the Group's pathway towards future
climate-and-sustainability-related reporting requirements.
The Board acknowledges that ACG is not yet in full compliance with all TCFD
recommendations and related rules but views 2025 as a foundational year in
which key governance, data, systems and risk processes have been established.
The Group's priorities for 2026 include:
· Completing the development of a formal ESG roadmap and entity
level sustainability targets.
· Advancing GHG and water data systems and disclosing quantitative
metrics and targets.
· Further integrating climate and sustainability related risks into
ERM and strategic planning.
· Continuing GISTM conformance work at Gediktepe.
· Enhancing disclosure in line with TCFD, TSRS and FCA ESG
requirements, including clearer explanation of data limitations and use of
proxies.
The Board believes that the initiatives undertaken in 2025 have strengthened
ACG's ESG foundations, improved transparency for investors and other
stakeholders and positioned the Group to meet the evolving expectations of
regulators, capital providers and communities in relation to climate and
sustainability related disclosures.
FINANCIAL RISK MANAGEMENT
Principal risks and uncertainties
The Group's business activities expose it to a variety of risks, including
financing and cashflow risks, and strategic and other emerging risks in the
course of business.
In common with other businesses, the Group is exposed to risks that arise from
its use of financial instruments. The principal financial instruments used by
the Group, from which financial instrument risk arises, are as follows:
· Cash and cash equivalents
· Trade payables and accruals
· Derivative Financial Instruments (at fair value through profit or
loss)
· Loans (measured through amortised cost)
Trade and other payables and loans are measured at amortised cost. The
financial liabilities were $38.1 million (2024: $24.8 million) in respect of
Trade payables and accruals and $208.3 million (2024: $39.6 million) for Loans
and borrowings. To the extent financial instruments are not carried at fair
value, book value approximates to fair value at 31 December 2025. The
management of risk is a fundamental concern of the Group's management. This
note summarises the key risks to the Group and the policies and procedures put
in place by management to manage it.
Risk Summary Potential impact on the Group Mitigating factors Change in the year before mitigation factors
HEALTH AND SAFETY RISK · Poor management of our workforce impacts on our community and · Health and safety policies and procedures are implemented. h
reputation. Adherence to this is taken very seriously by management.
The mining operation has inherent risk. Additionally, the location of the
mine, and potential political and social issues may arise which could affect · Non-compliance with regulations can result in financial loss such · Training is held regularly and is rigorously monitored.
the safety of the workforce. as litigation consequences and imposition of fines, loss of production due to
injury or fatality, and withdrawal of mining licenses. · Dedicated professional personnel monitor and ensure we comply
with laws and regulations.
As 2025 was a year of transition with increased number of personnel and
contractors on site due to the sulphide expansion, this risk is considered
higher compared to the prior year.
PROSPECTIVE TARGETS · One or more shortfalls of any inherent risk factors could result · In evaluating prospective acquisition targets, the Group conducts i
in an acquisition with insufficient or negative returns, loss of market thorough due diligence which encompasses, among other things, meetings with
The Group aims to complete a series of acquisitions toward becoming a premier confidence in the Group, operational disruptions, opportunity costs on better incumbent management and key employees, document reviews, inspection of
copper supplier. Identifying and evaluating prospective targets carries targets, and legal and compliance issues. facilities, as well as a review of financial, operational, legal and other
inherent risk of the target's valuation, financial health, operational
information that is explicitly or otherwise made available to the Group. These
stability and challenges, market, and regulatory uncertainty. · Any due diligence conducted by the Group in connection with an processes ensure that the risk to shareholders' capital is mitigated to the
acquisition may not have revealed all the liabilities and risks of the target, extent these processes are able to identify additional risks.
which could have a material adverse effect on the Group's financial condition
or results of operations. · The Group is well-equipped with a diverse and well-experienced
While the Group maintains an active pipeline review process, no potential
leadership and advisory team from around the globe. The Group utilises the
targets advanced to final stages during 2025. Consequently, the associated · The Group may not be able to raise sufficient funds (debt or team's ongoing support and direction on ongoing target evaluations.
risk exposure is lower than in 2024. equity) to fund an acquisition.
· The Group has retained the services of consultants and
· If the Group is able to complete another acquisition, there can third-party advisors who, together with the Directors and management, will
be no assurance that the Group will be successful in executing its strategy or work to negotiate and execute an acquisition in an effective manner, with the
business plan in the future, which could materially adversely affect the Group aim of minimising these concerns.
and its Shareholders.
COMMODITY RISK A fall in the commodity price could lead to a significant reduction of revenue The management team frequently tracks trends in the commodity price and h
and by extension, cashflows. reviews hedging options to limit exposure.
The Group's revenues and profitability are significantly influenced by
fluctuations of metal prices, particularly gold, silver and once commercial,
copper and zinc, which experienced higher volatility in 2025 compared to prior
year.
FOREIGN CURRENCY RISK Devaluations on the US Dollar/Turkish Lira exchange rate could affect future · With revenues generated in USD and operating costs incurred in -
cash flows at an operational level and on corporate financing. TRY, the Group is able to mitigate the effects of currency devaluation and
Foreign exchange risk arises from adverse movements in currency exchange
maintain adequate cash flow.
rates.
· The management team tracks currency fluctuations and can exercise
hedging options to limit exposure and manage the treasury function.
Operating internationally exposes the Group to currency fluctuations,
especially between the US Dollar (USD) and the Turkish Lira (TRY). Gediktepe's
operational currency is denominated in Turkish Lira whereas the Group's
functional and reporting currency is the US Dollar. The Turkish Lira is
subject to volatility which needs to be managed.
COUNTRY RISK A failure of the Turkish Authorities, Central Bank and/or the Turkish Treasury Gediktepe is in good standing with local authorities and agencies, and the -
to implement effective policies might adversely affect the Turkish economy and Group maintains a good relationship with the former owner of Gediktepe, who
Turkey is located in a region that has been subject to ongoing political and thus have a material adverse effect on the Group's business, financial can support and advise on the Turkish fiscal and social climate.
security concerns, especially in recent years. Political uncertainty within condition and results of operations.
Turkey and in certain neighbouring and nearby countries, has historically been
one of the potential risks associated with investment in Turkey. Turkey has
from time to time experienced volatile political and social conditions.
Political considerations may again influence interest rates and monetary
policy in the future.
LIQUIDITY RISK · Failure to manage financing requirements may lead to a breach · Management has implemented minimum internal liquidity h
of bond terms. measures and cash flow procedures to track liquidity and identify shortfalls.
Liquidity risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in meeting its financial · Cost of debt may rise which restricts access of additional · The Group's ability to manage corresponding risks such as
obligations as they fall due. The Group manages this risk by maintaining funding. commodity and currency fluctuations will impact liquidity.
adequate cash reserves, monitoring cash flow forecasts, and ensuring access to
diverse funding sources. The Group aims to align the maturity profiles of
financial assets and liabilities to prevent liquidity shortfalls. The Group
has available debt facilities and equity contributions to address liquidity
shortfalls.
To further the exploration and advancement of Gediktepe, the Group accessed
capital through a covenant restricted bond placement in January 2025 and an
oversubscribed equity raise in November 2025, underscoring its ability to draw
on multiple funding channels.
MINERAL RESOURCES AND RESERVES · Exploration efforts may prove costly and unfruitful. · The Group has a well-experienced and knowledgeable technical team -
to exercise judgement and expertise ion determining the accuracy of resources
Estimates of Mineral Resources and Ore Reserves involve significant judgement, · Production output along with market price conditions for gold and available. This extends to the production team who has managed the mining
and assumptions which may prove unreliable. Testing of samples may not be silver, may not translate into profitability. process for many years.
representative of the entire population, and actual production conditions may
hinder recovery or economic value. Similarly, exploration and mine development · Exploration and development activities are evaluated by both
provide no guarantee of mineral discovery or the ability to transition the
internal and externally qualified parties, and the next stage of activity is
discovery to an operating state. This guarantee extends to securing permits determined and reviewed comprehensively before approvals are given.
and licenses.
DIRECTORS' REMUNERATION REPORT
The Board of Directors present the Directors' Remuneration Report for ACG
Metals Limited and its subsidiaries (the "Group") for the year ended 31
December 2025.
Remuneration Policy
The remuneration structure aligns with ACG's corporate governance principles
and long-term incentive strategy.
· Base fees for Non-Executive Directors were set at IPO and were
not increased during the period.
· Executive remuneration is designed to attract, retain, and reward
senior management, ensuring long-term value creation.
· Performance-based incentives include long-term equity
participation through the ACG Equity Incentive Plan.
The Group does not offer guaranteed bonuses to executive or non-executive
Directors. No additional, non-contractual bonuses were given to Directors or
employees at the Group's discretion.
Performance Considerations
Executive remuneration is linked to performance, with share-based awards
subject to vesting conditions. Non-Executive Directors receive fixed fees and
share grants based on contributions to strategic growth. In determining
Director pay, the Board considers pay conditions across the Group, ensuring
equity and fairness and the Group's performance relative to industry
benchmarks.
Directors' Remuneration (US$)
Artem Volynets Fiona Paulus Mark Cutis Hendrik Faul Marteen Terlouw Mustafa Aksoy Michael Pompeo
Fixed Pay 797,823 105,000 105,000 105,000 102,000 102,000 100,000
Total Fixed Pay 797,823 105,000 105,000 105,000 102,000 102,000 100,000
Other Pay 458,333 - - - - - -
Total remuneration
1,256,156 105,000 105,000 105,000 102,000 102,000 100,000
Total remuneration paid to Executive Director Artem Volynets was $1,256,156
and is paid to a service company controlled by Artem Volynets. Artem
Volynets was paid a discretionary cash performance bonus of $458,333 in March
2025 in respect of performance in 2024, in line with the description of bonus
arrangements in the Prospectus. The bonus was not recognised in 2024 because
it was not approved by the Remuneration Committee until 2025. A cash bonus of
$700,000 has been accounted for 2025 performance.
Share-Based Incentives & Awards
As part of ACG Metals' long-term incentive plan (LTIP), the Board approved
72,197 share option awards to Michael Pompeo in 2025. In January 2026, the
Board approved 756,246 share awards to Artem Volynets. These instruments were
issued under IFRS 2 - Share-Based Payments as part of the long-term incentive
structure.
Warrants & Incentives
As of 31 December 2024, Artem Volynets held a total of 1,279,266 share
warrants, comprised of 156,546 indirectly held and 1,122,721 directly held. In
2025 a warrant tender transpired whereby these warrants were exchanged for
89,548 Class A Ordinary Shares.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ACG METALS LIMITED
Opinion
We have audited the financial statements of ACG Metals Limited (the 'parent
company') and its subsidiaries (the 'group') for the year ended 31 December
2025 which comprise the Consolidated Statement of Profit or Loss and
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Statement of
Cash Flows and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in the preparation of the group financial statements is applicable law and
International Financial Reporting Standards issued by the International
Accounting Standards Board.
In our opinion:
· the financial statements give a true and fair view of the state
of the group's affairs as at 31 December 2025 and of the group's loss for the
year then ended; and
· the group financial statements have been properly prepared in
accordance with International Financial Reporting Standards issued by the
International Accounting Standards Board.
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 public interest 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.
Summary of our audit approach
Key audit matters Group
Impact of the Sulphide Expansion Project
Materiality Group
Overall materiality: $3,000,000 (2024: $3,000,000)
Performance materiality: $1,950,000 (2024: $2,000,000)
Scope Our audit procedures covered 100% of revenue, total assets and profit before
tax.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the group 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 group financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Impact of the Sulphide Expansion Project
Key audit matter description As noted in the Strategic Report, a key focus of the Group in 2025 was the
Sulphide Expansion Project, aimed at converting the Gediktepe mine into a
long-life copper and zinc concentrate producer, with targeted completion by
the middle of 2026.
The key areas of the financial statements affected by this project include:
Property, plant, and equipment
As disclosed in Note 13 the Sulphide Expansion Project has resulted in
significant capital additions in 2025, and these assets now represent the
majority of the Group's property, plant and equipment balance. As capital
expenditure is highly material, audit risks exist in relation to:
· Classification and measurement of capital additions in the period,
including the capitalisation of borrowing costs under IAS 23.
· Estimates and judgements in respect of the useful economic lives of
the existing oxide assets, some of which will continue to be used in the
sulphide development phase.
Rehabilitation provisions
As disclosed in Note 17 movements in the provision in 2025 related to
additional costs for the Sulphide Expansion Project and a reassessment of the
quantum and timing of closure costs for the Oxide facilities. As disclosed in
Note 2.19, the valuation of the rehabilitation provision is highly
judgemental, and audit risks exist in relation to:
· Estimates of future rehabilitation costs and timing of such costs.
Going concern and impairment
The Sulphide Expansion Project is expected to contribute significantly to the
Group's cashflows, financial performance and outlook in 2026 and future
periods as disclosed in note 2.1.1. Given the reliance on the Sulphide
Expansion Project for viability of the group, audit risks exist in relation
to:
· The reliability of the financial model used by management in its
going concern and impairment assessments.
· Estimates and judgements made in respect of the inputs to the model,
including, but not limited to, the ability to complete the project, the timing
of start of commercial production, future production levels and operating
costs and commodity prices.
The Sulphide Expansion Project is considered to be a key audit matter due to
the number of financial statement areas impacted, that have been identified as
significant and higher assessed risks, and its overall significance to the
financial statements as a whole.
How the matter was addressed in the audit Audit procedures performed included:
Property, plant, and equipment
· Performing substantive testing on a sample of additions to property,
plant and equipment by agreeing items to supporting documentation.
· Auditing management's calculation of borrowing costs capitalised
under IAS 23.
· Challenging management's assessment of the impact of the current mine
plan on useful economic lives, the commencement of commercial production and
related depreciation and amortisation charges.
· Visiting the Polimetal mine in Turkey to corroborate existence of the
Sulphide Expansion Project assets and assess the consistency of the accounting
treatment adopted by management with our observations on-site.
Rehabilitation provisions
· Engaging an auditor's expert to review mine closure reports
commissioned by management to confirm the appropriateness of the methodology
and key assumptions and inputs.
Going concern and impairment
· Engaging an auditor's expert in financial modelling to assess the
mathematical accuracy and internal consistency of the financial model.
· Auditing significant inputs to the model with reference to mine plan
forecasts for production, actual and forecast commodity prices based on
published prices and other supporting information.
· Completing sensitivity analysis on key judgements such as the timing
of commencement of commercial Sulphide production.
Key observations Based on our audit procedures, we concluded that the recognition and
measurement of property, plant and equipment and rehabilitation provisions
were appropriate. We did not identify a material uncertainty in respect of
going concern.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which
help us to determine the nature, timing and extent of our audit procedures.
When evaluating whether the effects of misstatements, both individually and on
the financial statements as a whole, could reasonably influence the economic
decisions of the users we take into account the qualitative nature and the
size of the misstatements. Based on our professional judgement, we determined
materiality as follows:
2025 2024
Overall materiality $3,000,000 $3,000,000
Basis for determining overall materiality Overall materiality represented 4% of adjusted EBITDA Overall materiality represented 1.5% of total assets
Rationale for benchmark applied Following the acquisition of Polimetal in 2024, the group results include a Entity made its first acquisition in the period - primary focus of investors
full year of operations. The trading results will directly influence both the expected to be on the assets acquired, represented by total assets, which will
share price and also future dividend earning potential and therefore adjusted generate future revenue and profits.
EBITDA (defined as operating profit, adjusted to add back depreciation,
amortisation and share based payments) is deemed the most appropriate
benchmark for users and is reported by management as a key metric.
Performance materiality $1,950,000 $2,000,000
Basis for determining performance materiality 65% of overall materiality 65% of overall materiality
Reporting of misstatements to the Audit Committee Misstatements in excess of $150,000 and misstatements below that threshold Misstatements in excess of $150,000 and misstatements below that threshold
that, in our view, warranted reporting on qualitative grounds. that, in our view, warranted reporting on qualitative grounds.
An overview of the scope of our audit
The group consists of 3 components, located in the following countries:
British Virgin Islands, United Kingdom and Turkey.
Full scope audits were performed for 3 components and our full scope audit
procedures covered 100% of revenue, total assets and result before tax.
The full scope audit for 1 component was undertaken by a component auditor.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's ability to continue to adopt the going concern basis
of accounting included:
· Obtaining an understanding of management's going concern
evaluation;
· Reviewing the cash flow forecasts of the Group and challenging
the assumptions made by management;
· Engaging an auditor's expert in financial modelling to assess the
mathematical accuracy and internal consistency of the financial model;
· Reviewing the terms of financing arrangements alongside covenant
calculations prepared by management and checking that they have been
incorporated into the forecasts;
· Completing sensitivity analysis on key judgements such as the
timing of commencement of commercial Sulphide production;
· Evaluating the Group's disclosures on going concern.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's ability to continue as
a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
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 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 11, the directors are responsible for the preparation of the 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 financial statements, the directors are responsible for
assessing the group'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 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.
The extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations.
The objectives of our audit are to obtain sufficient appropriate audit
evidence regarding compliance with laws and regulations that have a direct
effect on the determination of material amounts and disclosures in the
financial statements, to perform audit procedures to help identify instances
of non-compliance with other laws and regulations that may have a material
effect on the financial statements, and to respond appropriately to identified
or suspected non-compliance with laws and regulations identified during the
audit.
In relation to fraud, the objectives of our audit are to identify and assess
the risk of material misstatement of the financial statements due to fraud, to
obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud through designing and implementing
appropriate responses and to respond appropriately to fraud or suspected fraud
identified during the audit.
However, it is the primary responsibility of management, with the oversight of
those charged with governance, to ensure that the entity's operations are
conducted in accordance with the provisions of laws and regulations and for
the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud, the group audit engagement team and component
auditors:
· obtained an understanding of the nature of the industry and
sector, including the legal and regulatory frameworks that the group operates
in and how the group and parent company are complying with the legal and
regulatory frameworks;
· inquired of management, and those charged with governance, about
their own identification and assessment of the risks of irregularities,
including any known actual, suspected or alleged instances of fraud;
· discussed matters about non-compliance with laws and regulations
and how fraud might occur including assessment of how and where the financial
statements may be susceptible to fraud having obtained an understanding of the
overall control environment.
All relevant laws and regulations identified at a Group level and areas
susceptible to fraud that could have a material effect on the financial
statements were communicated to component auditors. Any instances of
non-compliance with laws and regulations identified and communicated by a
component auditor were considered in our audit approach.
The most significant laws and regulations were determined as follows:
Legislation / Regulation Additional audit procedures performed by the Group audit engagement team and
component auditors included:
IFRS Review of the financial statement disclosures and testing to supporting
documentation
Completion of disclosure checklists to identify areas of non-compliance
Tax compliance regulations Inspection of advice received from internal / external tax advisors
Inspection of correspondence with local tax authorities
Input from a tax specialist was obtained regarding the approach to auditing
Turkish tax
Environmental regulations; Health and safety regulations; Enquiry of internal and external legal advisors
Anti-bribery and corruption laws Inspection of policies and procedures, internal reports and minutes of the
meetings of the Board, Committees and management
The areas that we identified as being susceptible to material misstatement due
to fraud were:
Risk Audit procedures performed by the audit engagement team:
Revenue recognition Testing cut-off of revenue transactions around the reporting date and the
accuracy of revenue recorded in the year;
Testing existence and valuation of revenue recorded in the financial
statements to supporting documentation and cash receipts.
Management override of controls Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are
unusual or outside the normal course of business.
A further description of our responsibilities for the audit of the financial
statements is included in Appendix 1 of this auditor's report. This
description forms part of our auditor's report.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the
directors on 20 April 2022 to audit the financial statements for the period
ending 30 June 2022 and subsequent financial periods.
The period of total uninterrupted consecutive appointments is four financial
periods, covering the period from incorporation to 30 June 2022 (prior to the
company's listing on the London Stock Exchange on 7 October 2022), the
18-month period ended 31 December 2023 and the two subsequent years ended 31
December 2024 and 31 December 2025.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee in accordance with ISAs (UK).
Use of our report
This report is made solely to the company's members, as a body, in accordance
our engagement letter dated 22 November 2024 and rule 4.1.7 in the Disclosure
Rules and Transparency Rules sourcebook made by the Financial Conduct
Authority. 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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rules, these financial statements will form part of the Annual
Financial Report prepared in Extensible Hypertext Markup Language (XHTML)
format and filed on the National Storage Mechanism of the UK FCA. This
auditor's report provides no assurance over whether the annual financial
report has been prepared in XHTML format.
Graham Ricketts (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
United Kingdom
Date: 13 April 2026
Appendix 1: Auditor's responsibilities for the audit of the financial
statements
As part of an audit in accordance with ISAs (UK), we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one
resulting from error as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control. We include
an explanation in the auditor's report of the extent to which the audit was
capable of detecting irregularities, including fraud.
· Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
group's internal control.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
directors.
· Conclude on the appropriateness of the directors' use of the
going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the group's ability to continue as a going concern.
If we conclude that the use of the going concern basis of accounting is
appropriate and no material uncertainties have been identified, we report
these conclusions in the auditor's report. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report
to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the group to cease to continue as a going
concern.
· Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
· Plan and perform the Group audit to obtain sufficient appropriate
audit evidence regarding the financial information of the entities or business
units within the Group as a basis for forming an opinion on the Group
financial statements. We are responsible for the direction, supervision and
review of the audit work performed for purposes of the Group audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, including
the FRC's Ethical Standard as applied to listed public interest entities, and
communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the consolidated
financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
We are required to include in the auditor's report an explanation of how we
evaluated management's assessment of the group's ability to continue as a
going concern and, where relevant, key observations arising with respect to
that evaluation
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Year ended Year ended
31 December 31 December
2025 2024
$000 $000
Revenue 135,584 57,745
Cost of Sales 6 (57,134) (33,704)
Gross Profit 78,450 24,041
General administrative expenses 6 (12,430) (18,507)
Share-based payments 26 (5,144) (1,050)
Other income from operating activities 5 2,137 301
Operating profit 6 63,013 4,785
Finance income 7 23,655 1,104
Finance expense 7 (31,918) (4,388)
Fair value loss on derivative liabilities 8 (51,956) (8,472)
Fair value loss on contingent consideration 8 (30,783) -
Fair value gain on deferred consideration 8 1,026 -
Loss before tax on continuing operations (26,963) (6,971)
Tax expense 9 (16,417) (6,118)
Loss for the year (43,380) (13,089)
Other Comprehensive income
Actuarial losses on employee benefit scheme (247) (27)
Other Comprehensive income (247) (27)
Total Comprehensive Loss (43,627) (13,116)
Loss per Share - basic and diluted 10 (2.04) (1.58)
The accompanying notes are an integral part of these financial statements.
All amounts are derived from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December At 31 December
2025 2024
$000 $000
Assets
Non-current assets
Property, plant, and equipment 13 118,783 43,201
Intangible assets 14 125,568 130,116
Deposits paid for plant and equipment 23,033 -
Other non-current assets 12 404 293
----------------- -----------------
Total non-current assets 267,788 173,610
Current assets
Cash and cash equivalents 21 145,135 9,675
Trade and other receivables 20 7,106 8,098
Inventories 19 14,784 7,429
----------------- -----------------
Total current assets 167,025 25,202
----------------- -----------------
TOTAL ASSETS 434,813 198,812
=========== ===========
Equity and liability
Non-current liabilities
Loans & borrowings 23 194,542 -
Deferred revenue 32 108
Deferred taxation 9 16,632 18,626
Contingent consideration 16 46,334 15,551
Provisions 17 11,851 13,817
----------------- -----------------
Total non-current liabilities 269,391 48,102
----------------- -----------------
Current liabilities
Loans & borrowings 23 13,849 39,611
Redeemable public share liabilities 25 25 25
Derivative financial instruments 24 50,541 14,890
Trade and other payables 22 38,156 24,785
Deferred consideration 16 - 6,839
Deferred revenue 577 527
Provisions 17 458 186
Current tax liabilities 12,015 5,536
----------------- -----------------
Total current liabilities 115,621 92,399
----------------- -----------------
TOTAL LIABILITIES 385,012 140,501
----------------- -----------------
Equity
Share capital 25 120,870 90,897
Share-based payment reserve 26 5,510 366
Other equity reserve 27 10,963 10,963
Other comprehensive income reserve 27 (274) (27)
Accumulated loss (87,268) (43,888)
----------------- -----------------
Equity attributable to equity holders of the parent 49,801 58,311
----------------- -----------------
TOTAL EQUITY AND LIABILITIES 434,813 198,812
=========== ===========
434,813
198,812
===========
===========
Equity and liability
Non-current liabilities
Loans & borrowings
23
194,542
-
Deferred revenue
32
108
Deferred taxation
9
16,632
18,626
Contingent consideration
16
46,334
15,551
Provisions
17
11,851
13,817
-----------------
-----------------
Total non-current liabilities
269,391
48,102
-----------------
-----------------
Current liabilities
Loans & borrowings
23
13,849
39,611
Redeemable public share liabilities
25
25
25
Derivative financial instruments
24
50,541
14,890
Trade and other payables
22
38,156
24,785
Deferred consideration
16
-
6,839
Deferred revenue
577
527
Provisions
17
458
186
Current tax liabilities
12,015
5,536
-----------------
-----------------
Total current liabilities
115,621
92,399
-----------------
-----------------
TOTAL LIABILITIES
385,012
140,501
-----------------
-----------------
Equity
Share capital
25
120,870
90,897
Share-based payment reserve
26
5,510
366
Other equity reserve
27
10,963
10,963
Other comprehensive income reserve
27
(274)
(27)
Accumulated loss
(87,268)
(43,888)
-----------------
-----------------
Equity attributable to equity holders of the parent
49,801
58,311
-----------------
-----------------
TOTAL EQUITY AND LIABILITIES
434,813
198,812
===========
===========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
These financial statements were approved and authorised for issue by the Board
of Directors on 13 April 2026 and were signed on its behalf by:
Executive Director
Company Registration Number: 2067083 (registered in BVI)
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Issued share capital Share-based payment reserve Share subscription advances and sponsor loans Other equity reserve Other comprehensive income reserve Accumulated losses Total
$000 $000 $000 $000 $000 $000 $000
Balance as at 1 January 2025 90,897 366 - 10,963 (27) (43,888) 58,311
Profit - - - - - (43,380) (43,380)
/ (loss) for the year
Other Comprehensive income not recognised in profit / (loss)
Other movements in Other Comprehensive Income - - - - (247) - (247)
Total comprehensive loss for the year - (247) (43,380) (43,627)
Transactions with owners recorded directly in equity
Settlement of warrants through issuance of ordinary shares 14,933 - - - - - 14,933
Issue of 1,128,614 ordinary A shares - SART 15,040 - - - - - 15,040
Share-based payments - 5,144 - - - - 5,144
Balance as at 31 December 2025 120,870 5,510 - 10,963 (274) (87,268) 49,801
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)
Issued Share capital Share Premium Share based payment reserve Share subscription advances and sponsor loans Other Equity Reserve Other comprehensive income reserve Accumulated losses Total
$000 $000 $000 $000 $000 $000 $000 $000
Balance as at 1(st) January 2024 2,031 - - 15,425 10,963 - (28,665) (246)
Profit / (loss) for the year - - - - - - (13,089) (13,089)
Other Comprehensive income not recognised in profit / (loss)
Other movements in Other Comprehensive Income - - - - - (27) - (27)
-
Total comprehensive profit for the year - - - - - (27) (13,089) (13,116)
Transactions with owners recorded directly in equity
Share based payment - LTIP scheme 684 - - - - - 684
Issue of 6,646,796 ordinary A shares to Lidya 39,881 - - - - - 39,881
Issue of 7,715,659 ordinary A shares - Other investors 43,979 - - - - - 43,979
Issue of 721,102 ordinary A shares - EIP Scheme - 366 - - - - 366
Sponsor loan received - - 3,250 - - - 3,250
Fair value adjustment on initial recognition of liability - - 2,134 - - (2,134) -
Issue of 758,207 ordinary A shares - Sponsor debt for equity 4,322 - (3,989) - - - 333
Sponsor loan reclassified to debt - - (16,820) - - - (16,820)
Balance as at 31 December 2024 90,897 366 - 10,963 (27) (43,888) 58,311
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended Year ended
31 December 2025 31 December 2024
Notes $000 $000
Cash flows from operating activities
Loss for the year (43,380) (13,116)
Adjustments for:
Finance income 7 (23,655) (1,104)
Finance costs 7 31,918 4,388
Loss on warrants 8 50,377 -
Depreciation and amortisation 13 8,098 7,229
Share-based payment 26 5,144 1,050
Tax expense 9 16,417 6,118
Fair value changes in contingent consideration 8 30,783 8,472
Fair value changes in deferred consideration 8 (1,026) -
Adjustments to reconcile profit / (loss) 118,056 26,153
Working capital adjustments
(Increase) / Decrease in inventory 19 (7,355) 2,797
(Increase) / Decrease in trade and other receivables 20 882 (7,001)
Increase / (Decrease) in trade and other payables 22 8,331 20,448
Increase / (Decrease) in provisions 17 796 45
Taxes paid 9 (11,932) (8,023)
Changes in working capital (9,278) 8,240
Net cash inflows from operating activities 65,398 21,277
Cash flows from investing activities
Interest income 7 23,655 1,104
Consideration acquisition of Polimetal 16 (5,813) (80,979)
Purchase of property, plant and equipment 13 (91,312) (2,513)
Purchase of intangible assets 14 (115) 156
Net cash outflow from investing activities (73,585) (82,232)
Cash flows from financing activities
Proceeds from issue of ordinary share capital 25 15,889 46,294
Share issue costs 24 (849) -
Redemption of public shares - (739)
Sponsor loans received - 3,250
Sponsor loan repaid 23 (14,131) (3,250)
Proceeds from issuance of bonds 23 200,000 37,500
Bond issuance cost paid 23 (6,787) -
Bond interest paid 23 (14,750) -
Repayment of other loans 23 (26,302) (13,776)
Interest on other loans paid 23 (2,002) -
Net cash inflows from financing activities 151,068 69,279
Net increase in cash and cash equivalents 142,881 8,324
Cash and cash equivalents at the beginning of the year 9,675 1,454
Exchange gains/(losses) on cash and cash equivalents (7,421) (103)
Cash and cash equivalents at the end of the year 145,135 9,675
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate information
ACG Metals Limited (the "Company") is a company limited by shares incorporated
in the British Virgin Islands under the BVI Business Companies Act 2004 (as
amended) (the "BVI Companies Act").
ACG Metals Limited (formerly ACG Acquisition Company Limited) and the entities
controlled by the Company are referred to as the "Group".
These financial statements represent the results of the Group as of, and for
the 12 months ended, 31 December 2025. The comparative period represents the
period ending 31 December 2024. The audited financial statements as at and for
the year ended 31 December 2024 are available on the Group's website.
2. Accounting policies
2.1. Basis of preparation
The consolidated financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards issued by the
International Accounting Standards Board.
The financial statements have been prepared on a historical cost basis, as
modified by the revaluation of financial instruments measured at fair value
through profit or loss or otherwise noted.
The Financial Statements are presented in US Dollars ("USD" / "$"), which is
the presentational currency of the Group and the functional currency of the
Company and all subsidiaries in the year. The Financial Statements have been
prepared under the historical cost convention, with the exception of certain
balances held at fair value, rounded to the nearest thousand unless where
otherwise stated. The Group considers the USD to be the currency of the
primary economic environment that it operates within, taking account of global
commodity pricing and the currency of the group's funding arrangements. The
following accounting policies have been applied consistently in dealing with
items which are considered material in relation to the Group's Financial
Statements.
2.1.1. Going concern
The Directors of ACG Metals Limited have assessed the Group's ability to
continue as a going concern, considering its current financial position,
principal risks, future prospects and in accordance with the requirements of
IAS 1 Presentation of Financial Statements. This assessment covers a period of
at least 12 months from the financial statement approval date, ensuring a
comprehensive evaluation of financial stability and future projections. It
involves a detailed review of key assumptions that underpin financial
decisions, an in-depth analysis of consolidated cash flow forecasts to assess
liquidity and funding requirements, and the application of sensitivity testing
to key inputs. Sensitivity analysis helps gauge how variations in underlying
factors such as market conditions, revenue fluctuations, and cost changes,
might impact financial performance, providing a robust framework for risk
management and strategic planning.
Group cash balances are expected to remain at a healthy level for the period
post year end and further and no cash flow constraints have been identified.
Forecasted performance remains strong, with the Group expected to generate
positive performance in FY2026 and no issues have been noted with forecast
performance. The Group is further expected to maintain a healthy liquidity
position and no solvency concerns have been identified. This conclusion is
supported by a month-on-month financial covenant forecast which demonstrates
that the Group is expected to meet its financial covenant requirements at each
quarterly testing date as required under the terms of the bond agreement.
Management has also performed sensitivity analyses on the key assumptions used
in the forecasts, including potential adverse movements in revenue, operating
expenses, exchange rates and capital expenditure, and the results of these
analyses indicate that the Group would continue to maintain adequate liquidity
and remain compliant with its financial covenant requirements under these
scenarios.
ACG Metals sulphide expansion project is well on track for commissioning
during FY2026 and this will contribute significantly to ACG's financial
performance and outlook for future periods beyond FY2026. This is supported by
a significant increase in global demand for copper and a positive outlook for
the copper industry as a whole in FY2026 and beyond. ACG continues to focus on
fundraising efforts and no issues have been noted for any previous efforts in
securing any funding.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
Based on the above assessment, management believes that the Group has adequate
resources to continue operating for the foreseeable future and accordingly the
financial statements have been prepared on a going concern basis. Should any
significant changes arise in the forecasted financial position of the Group
that could impact the going concern assessment, management will reassess the
Group's ability to continue as a going concern to ensure that this assumption
remains appropriate.
2.1.2. Approval of the financial statements
The financial statements have been approved and authorized to be published on
13 April 2026 by the Board of Directors.
2.2. Basis of consolidation
The financial information consolidates the financial statements of ACG Metals
Limited, and the entities controlled by the Company.
2.3. Subsidiaries
Subsidiaries are all entities over whose financial and operating policies the
Group has the power to govern, generally accompanying a shareholding of more
than one half of the voting rights. The existence and effect of the potential
voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity. Subsidiaries are
consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Accounting policies of subsidiaries
are changed where necessary to ensure consistency with the policies adopted by
the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
2.4. New standards, interpretations and amendments adopted in these financial
statements:
a. New standard or amendment - applicable 1 January 2025
The following standards and interpretations apply for the first time to
financial reporting periods commencing on or after 1 January 2025:
New standard or amendment Effective date
Lack of Exchangeability (Amendments to IAS 21) 1(st) January 2025
b. New standard or amendment - issued not yet effective
As at 31 December 2025, the following standards and interpretations had been
issued but were not mandatory for annual reporting periods ending on 31
December 2025.
New standard or amendment Effective date
Amendments to IFRS 9 and IFRS 7 (Classification & Measurement) 1(st) January 2026
Contracts Referencing Nature-dependent Electricity (IFRS 9 & IFRS 7) 1(st) January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1(st) January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1(st) January 2027
None of the standards or amendments which became effective in the year had a
significant impact on the Group. The Group have not adopted early standards or
amendments which are not yet effective. IFRS 18 will introduce
presentational amendments to the primary statements which will be evaluated
prior to their effective date. No other standards or amendments issued but not
yet effective are expected to have a material impact.
2.5. Foreign currency
Foreign currency transactions are translated using the exchange rates
prevailing at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rates at
the balance sheet date. Foreign exchange gains and losses resulting from
trading activities (trade receivables and payables) denominated in foreign
currencies have been accounted for under "other operating income/expenses'
whereas foreign exchange gains and losses resulting from the translation of
other monetary assets and liabilities denominated in foreign currencies have
been accounted for under "financial income/expenses" in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated to functional currency using the exchange rates as at
the dates of the initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
2.6. Taxation
2.6.1. Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the statement of profit or loss
because it excludes items of income or expense that are taxable or deductible
in future and it further excludes items that are never taxable or deductible.
The Group's liability for current tax is calculated using tax rates that have
been enacted for substantively enacted by the balance sheet date.
2.6.2. Deferred tax
Deferred tax is determined by calculating the temporary differences between
the carrying amounts of assets/liabilities in the financial statements and the
corresponding tax bases, used in the computation of the taxable profit, using
currently enacted tax rates.
Deferred tax liabilities are generally recognized for all taxable temporary
differences whereas deferred tax assets resulting from deductible temporary
differences are recognized to the extent that it is probable that future
taxable profit will be available against which the deductible temporary
difference can be utilized. Such assets and liabilities are not recognized if
the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognized for taxable temporary differences
associated with investments in subsidiaries and associates, and interests in
joint ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only
recognized if it is probable that there will be sufficient taxable profits
against which to utilize the benefits of the temporary differences and they
are expected to reverse in the foreseeable future.
The Group has not recorded deferred tax assets over its accumulated losses,
since it is not probable that sufficient profit will be generated to cause a
tax liability that can be offset in subsequent periods.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
2.7. Business combinations
The acquisition of subsidiaries and joint operations that meet the definition
of a business, is accounted for under the acquisition method as defined by
IFRS 3 'Business Combinations'.
The cost of acquisition is measured as being the aggregate fair value of
consideration to be transferred at the date control is obtained. Goodwill is
measured at the acquisition date as the fair value of consideration
transferred, plus non-controlling interests, less the net recognised amount
(which is generally fair value) of the identifiable assets, liabilities and
contingent liabilities assumed. Goodwill is subject to an annual review for
impairment (or more frequently if necessary) in accordance with the Group's
impairment accounting policy.
If the initial accounting for a business combination is incomplete by the end
of the reporting period in which the combination occurs, provisional amounts
are reported for the items for which the accounting is incomplete. During the
measurement period, the provisional amounts are retrospectively adjusted at
the acquisition date to reflect new information obtained about facts and
circumstances that existed as of the acquisition date and, if known, would
have affected the measurement of the amounts recognised as of that date
Contingent consideration is initially recognised as a liability at fair value
and subsequently re-measured through the income statement. Acquisition costs
are expensed as incurred.
Changes in ownership that do not result in a change of control are accounted
for as equity transactions.
2.8. Property, plant and equipment
Property, plant and equipment are depreciated with the linear depreciation
method in accordance with the useful life principle. The useful lives of
buildings, machinery, facilities and devices are limited by the useful life of
the respective mines. Land is not depreciated as it is deemed to have an
indefinite useful life. Depreciation commences when the assets are ready for
their intended use.
The cost of the property, plant and equipment consists of acquisition cost,
eligible borrowing costs, import taxes, non-refundable taxes, and expenses
incurred to make the asset ready for use. After the asset is started to be
used, expenses such as repair and maintenance are recognized as an expense in
the period they occur. If the expenditures provide an economic value increase
for the related asset in its future use, these expenses are added to the cost
of the asset. Borrowing costs directly attributable to additions to property,
plant and equipment that meet the definition of qualifying assets are
capitalised to such additions in accordance with IAS 23 Borrowing Costs.
Assets in the construction phase are shown by deducting the impairment loss,
if any, from their cost. When these assets are built and ready for use, they
are classified into the relevant fixed asset item. Such assets are subject to
depreciation when they are ready for use, as in the depreciation method used
for other fixed assets.
The depreciation periods for property, plant and equipment, which approximate
the economic useful lives of such assets, are as follows:
Useful lives
Land improvements 8-10 years
Buildings 10 years
Machinery and equipment 4-24 years
Motor vehicles 4-7 years
Furniture and fixtures 1-24 years
Leasehold improvements 2-5 years
Mining Assets
Mining assets begin to be amortized with the commencement of production. The
depreciation expenses of the mining assets are associated with the production
costs on the basis of the relevant mining sites.
The mine site development costs include the evaluation and development of new
ore veins, as well as the opening of underground galleries, excavation and
construction of roads for the continuation and development of existing ore
seams. Mine development costs are capitalized in cases where it is probable
that an economic benefit in the future from the mine in question, can be
identified for specific mining areas and the cost can be measured reliably.
Costs incurred during production are capitalized as long as they are directly
related to the development of the mine site.
In cases where mining site development expenses cannot be distinguished from
research and evaluation expenses, the said expenses are recorded as expense in
the Statement of Profit or Loss and Other Comprehensive Income in the period
they occur.
Mining assets are depreciated when their capacity is ready to be used fully
and their physical conditions meet the production capacity determined by the
Group management. Mine development costs are distributed to the departments to
the extent that they can be defined on the basis of the relevant mining areas
as soon as they are first recorded, and the departments in each mine area are
subjected to depreciation by using the units of production method, taking into
account the economic benefits separately.
The mine development costs at each mine site are depreciated over the
redemption rate found by dividing the total amount of ore in ounce mined from
the relevant mine by the total ounce of visible and possible workable
remaining gold reserves in the said mine during the period. The visible and
possible reserve amounts in each mine site indicate the known and measurable
resource that can be extracted and processed economically in the foreseeable
future.
The deferred mining costs consist of the direct costs incurred during
stripping, which facilitates access to the defined part of the ore in each
open pit ore deposit during the period, and the general production costs
associated with the stripping work. It is subject to depreciation taking into
account the deferred extraction rate, which is calculated based on the usable
remaining life of each open pit.
Deferred mining costs are depreciated over the amortization rate found by
dividing the total ounce of gold mined from the relevant mine by the total
ounce of visible and possible workable remaining gold reserves in the said
mine. The visible and possible reserve amounts in each mine site indicate the
known and measurable resource that can be extracted and processed economically
in the foreseeable future.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
2.9. Financial Instruments
Financial assets and financial liabilities are recognised in the Consolidated
Statement of Financial Position when the Group becomes a part of the
contractual provisions of the instrument. Financial assets and financial
liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities
at fair value through profit or loss) are added to or deducted from the fair
value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss.
2.9.1. Financial assets
Classification of financial assets
Financial assets that meet the following conditions are classified as
financial assets at amortized cost:
- the financial asset is held within a business model whose
objective is to hold financial assets in order to collect contractual cash
flows; and
- the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
All other financial assets are classified as financial assets at fair value.
Financial assets classified at amortised cost including other receivables,
amounts held in escrow and cash and bank balances, are initially recognised at
their fair value at the date of the transaction.
Financial assets classified at amortised cost are subsequently carried at
amortised cost using the effective interest rate method. The amortised cost of
a financial asset is the amount at which the financial asset is measured on
initial recognition, minus principal repayments, plus or minus the cumulative
amortisation using the effective interest method of any difference between the
initial amount recognised and the maturity amount, minus any allowance for
expected credit losses where relevant.
The effective interest method is a method of calculating the amortized cost of
a debt instrument and of allocating interest income over the relevant period.
This income is generally calculated by applying the effective interest rate to
the gross carrying amount of the financial asset.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
Financial instruments (continued)
Financial assets (continued)
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign
currency is determined in that foreign currency and translated at the spot
rate at the end of each reporting period. Specifically,
- for financial assets measured at
amortized cost that are not part of a designated hedging relationship,
exchange differences are recognized in profit or loss.
For financial assets measured at Fair value through profit or loss "FVTPL"
that are not part of a designated hedging relationship, exchange differences
are recognized in profit or loss.
Impairment of financial assets
The Group utilizes a simplified approach for receivables that do not have
significant financing component and calculates the allowance for impairment
based on the lifetime ECL of the related financial assets. No allowance for
impairment exists in the current financial year as the value is immaterial.
For all other financial instruments, the Group recognizes lifetime ECL when
there has been a significant increase in credit risk since initial
recognition. However, if on the other hand, the credit risk on the financial
instrument has not increased significantly since initial recognition, the
Group measures the loss allowance for that financial instrument at an amount
equal to 12-month ECL.
The measurement of expected credit losses is a function of the probability of
default, loss given default (i.e. the magnitude of the loss if there is a
default) and the exposure at default. The assessment of the probability of
default and loss given default is based on historical data adjusted by
forward-looking information.
For financial assets, the expected credit losses are estimated as the
difference between all contractual cash flows that are due to the Group in
accordance with the contract and all the cash flows that the Group expects to
receive, discounted at the original effective interest rate.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortized cost, the
difference between the asset's carrying amount and the sum of the
consideration received, and receivable is recognised in profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
2.9.2. Financial liabilities
Financial liabilities are recognised when the Company becomes a party to the
contractual agreements of the instrument. At initial recognition financial
liabilities are measured at their fair value less, if appropriate, any
transaction costs that are directly attributable to the issue of the financial
liability.
Financial liabilities are classified at amortised cost, except for:
a) Financial liabilities at FVTPL: Warrants are derivative
liabilities, which are classified as financial liabilities at fair value
through profit or loss. Subsequent to initial recognition, all warrants are
measured at fair value and changes thereto are recognised in the profit or
loss at the quoted price.
b) Contingent consideration recognised in the financial
statements recognised by the entity acquired in a business combination where
IFRS 3 is applied. After initial recognition, the related contingent
consideration is measured at FVTPL.
c) Deferred consideration recognised in relation to the Lidya
working capital settlement with an option to settle in shares. This
instrument was recognised at fair value until it was settled in 2025.
d) Derivative financial instruments (Non-Hedge Accounting):
Derivatives are classified as financial liabilities (or financial assets) at
fair value through profit or loss (FVTPL). Changes in the fair value of
derivative instruments are recognised immediately in profit or loss within
other gains and losses.
Financial liabilities classified at amortised cost, including interest bearing
loans and trade & other payables, are subsequently measured at amortised
cost using the effective interest rate. The amortised cost of a financial
liability is the amount at which the financial liability is measured on
initial recognition, minus principal repayments, plus or minus the cumulative
amortisation using the effective interest method of any difference between the
initial amount recognised and the maturity amount. Such amortisation amounts
are either recognised in the Statement of Comprehensive Income or capitalised.
Due to the short-term nature of the trade and other payables, they are stated
at their nominal value, which approximates their fair value.
The Group determines the classification of its financial liabilities at
initial recognition and re-evaluates the designation at each financial period
end.
IAS 32 provides that the Group's financial instruments shall be classified on
initial recognition in accordance with the substance of the contractual
arrangement and the definitions of a financial liability or an equity
instrument.
Derecognition of financial liabilities
A financial liability is de-recognised when it is extinguished, discharged,
cancelled or expires.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of an asset that necessarily takes a substantial period of time to
get ready for its intended use or sale are capitalised (net of finance income
earned on relevant unspent amounts) as part of the cost of the asset. All
other borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that the Group incurs in
connection with the borrowing of funds.
2.10. Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and short-term time deposits
held with banks. Short-term time deposits are highly liquid that can be easily
converted into cash without a risk of losing its value. Cash and cash
equivalents are presented in the Statement of Financial Position.
2.11. Inventories
The cost of inventories comprises all costs incurred in bringing the
inventories to their present location and condition. The components of the
cost included in inventories are material, labour and overhead costs.
Inventories consists of mining inventories, chemicals, operating materials and
spare parts. Mining inventories consists of ready to be
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
processed and mined ore clusters, solution obtained by treating mining
inventories through heap leach and gold and silver bars in the production
process or ready for shipment.
Depreciation and amortization of mineral assets and other fixed assets related
to production are included in the costs of the inventory at the relevant
production location and stage.
Inventory is the lower of Cost and Net Realisable Value. Net realisable
value is the estimated selling price in the ordinary course of business, less
the costs of completion and selling expenses.
2.12. Mineral exploration, evaluation and development costs
After the license acquisition, mineral exploration and evaluation expenses
include all kinds of technical services from the initial prospecting and
exploration stages of a mine site to the realization of a mining project.
These technical services are all kinds of geological studies from mining
activities to reserve calculation, all kinds of ore production planning from
exploitable reserve calculation to production method, optimization and
organization, construction and implementation of ore enrichment projects for
determination of complete flow chart, from process mineralogy to market
analysis and necessary financing.
Mine site development costs are capitalised in cases where it is probable
that:
- an economic benefit will be obtained from the mine in question in the
future,
- can be identified for specific mine sites and;
- the costs can be measured reliably
The costs incurred during the research and evaluation are capitalized if they
are directly related to the development of the mine site.
At commencement of commercial production at the mine site, all costs incurred
are transferred to the mining assets account. As commercial production
commences, mineral assets begin to be amortised.
For the capitalised costs, the Group's management evaluates on each balance
sheet date whether there is any indication of impairment such as a significant
decrease in the reserve amount, expiration of the rights acquired for mining
sites, and failure to renew or cancel. If there is such an indicator, the
relevant recoverable value, which is determined as the higher of value in use
or fair value less cost to sell, is estimated and the impairment losses are
reflected as expense in the profit or loss and other comprehensive income
statement. The carried value is reduced to its recoverable value.
2.13. Intangible Assets
2.13.1. Recognition & Measurement
Purchased intangible assets are recorded at fair value. Finite-life intangible
assets are amortised over their useful economic lives on a straight line or
units of production basis, as appropriate. These include software, licenses,
and the mining license (Contract based intangible asset) arising on the
business acquisition in the period. Rights, software and licenses are
amortised over their estimated useful life of three years in most cases. The
mining license is amortised on a unit of production basis over the 12-year
life of the license.
Intangible assets that are deemed to have indefinite lives and intangible
assets that are not yet ready for use are not amortised; they are reviewed
annually for impairment or more frequently if events or changes in
circumstances indicate a potential impairment. This includes Goodwill
recognized arising from the business acquisition which took place in the
period.
2.13.2. Impairment
At each reporting date the Group assesses whether there are indicators that an
intangible asset may be impaired. If such indicators exist, the assets
recoverable amount, being the higher of the fair value less costs of disposal,
and value in use) is compared with its carrying amount. For indefinite life
intangible assets, impairment testing is conducted annually, regardless of
whether indicators exist.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
Impairment losses are recognised in profit or loss and cannot be reversed for
goodwill. For other intangible assets reversals are allowed if there is a
change in the estimates used to determine the asset's recoverable amount.
2.14. Revenue
The Group sales consist of gold ore bars with a right of first refusal, to
domestic banks, to be sold to the Central Bank of the Republic of Turkey and
both gold and silver were sold to a domestic refinery.
The Group applies IFRS 15's the five-step model to recognise revenue as
follows:
1. Identification of customer contracts
2. Identification of performance obligations
3. Determination of the transaction price in the contracts
4. Allocation of transaction price to the performance obligations
5. Recognition of revenue when the performance obligations are
satisfied
The Group evaluates each contracted obligation separately. Obligations
committed to deliver distinct goods or perform services are determined as
separate performance obligations. According to this model, firstly, the goods
or services in the contract with the customers are assessed and each
commitment for transferring the goods or services is determined as a separate
performance obligation. Then it is assessed whether the performance
obligations will be fulfilled at a point in time or over time. Revenue is
recognised when control of the goods or services is transferred to the
customers.
Following indicators are considered while evaluating the transfer of control
of the goods and services:
a) Presence of Group's collection right of the consideration for the
goods or services
b) Group's ownership of the legal title on goods or services
c) Physical transfer of goods or services
d) Customer's ownership of significant risks and rewards related to the
goods or services
e) Customer's acceptance of goods or services
When the contract effectively constitutes a financing component, the
transaction price for these contracts is discounted, using the interest rate
implicit in the contract. The difference between the discounted value and the
nominal amount of the consideration is recognised on an accrual basis as other
operating income.
The main activities of the Group are operating mines and improving the mines
of on-going projects.
Sale of gold and silver
Sale of gold and silver is recognised at the point of sale, which is where the
customer has taken delivery of the goods, or upon shipment depending on the
terms of the contract, when control is transferred to the customer and there
is a valid sales contract.
2.15. Employee Benefits
a) Provision for employment termination benefits
In relation to employees based in Turkey, the provision for employment
termination benefits, as required by Turkish Labour Law represents the present
value of the future obligation of the Group arising from the retirement of its
employee based actuarial projections. IAS 19 Employee Benefits requires
actuarial assumptions (net discount rate, turnover rate to estimate the
probability of retirement etc.) to estimate the entity's obligations for
actuarial assumptions and the actual outcome together with the effects of
changes in actuarial assumptions compose the actuarial gains/losses and
recognised under other comprehensive income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
The Group makes no provision for employee termination for employees based in
the United Kingdom.
b) Defined contribution plans
Under Turkish law in relation to employees based in Turkey, the Group has to
pay contributions to the Social Security Institution on a mandatory basis. The
Group has no further payment obligations once the contributions have been
paid. These contributions are recognised as an employee benefit expense when
they are accrued.
In the United Kingdom, due to the number of employees being below the
autoenrollment threshold, the Group has no obligation to offer a personal
pension plan. The Group will make an employer contribution to employee
private pension plans
c) Holiday pay accrual
Liabilities arising from unused vacations of the employees are accrued in the
period when the unused vacations are earned.
2.16. Provisions
Provisions are recognized when the Group has a present obligation as a result
of a past event, it is probable that the Group will be required to settle the
obligation, and a reliable estimate can be made of the amount of the
obligation.
The amount recognized as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
When a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash
flows.
When some or all of the economic benefits required to settle a provision are
expected to be recovered from a third party, the receivable is recognized as
an asset if it is virtually certain that reimbursement will be received and
the amount of the receivable can be measured reliably.
Contingent liabilities and contingent assets
A possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Group has
not been recognized in these financial statements and treated as contingent
liabilities and contingent assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
Environmental rehabilitation, rehabilitation of mining sites and mine closure
provision
The Group records the present value of the estimated costs of legal and
constructive obligations required to restore the mining site in the period in
which the obligation occurred (Note 16). These restoration activities include
the dismantling and removal of structures, the rehabilitation of mines and
waste dams, the dismantling of operating facilities, the closure and
restoration of factories and waste areas, and the remediation and greening of
the affected areas. The requirement usually occurs when the asset is set up or
the place / environment in the production area is adversely affected. When the
liability is first recorded, the present value of the estimated costs is
capitalized by increasing the net book value of the relevant mining assets up
to the amount at which the development / construction of the mine will take
place. The liability that is discounted over time is increased by the change
in the present value, which depends on the discount rates reflecting the
market evaluations in the current period and the risks specific to the
liability.
The periodic fluctuation of the discount is recognized as a financial cost in
the Statement of profit or losses. Additional disruptions or changes in
rehabilitation costs are reflected in the respective assets and rehabilitation
liabilities they occur.
2.17. Share-based payments
The Group issues share-based payments to employees, Directors, and third
parties as part of its incentive schemes. These payments are accounted for in
accordance with IFRS 2 Share-Based Payments.
Share-based payments are classified as either equity settled, where shares or
share options are granted and settled in equity instruments of the Group, or
cash settled, where payments are made based on the value of the Group's
shares, but settled in cash. The fair value of share-based payment awards is
determined at the grant date and recognized as an expense over the vesting
period, with a corresponding increase in equity (for equity-settled awards) or
liabilities (for cash-settled awards).
The fair value of equity settled share-based payments in determined using an
appropriate valuation model and the expense is recognised over the vesting
period based on the number of options that are expected to vest. At each
reporting date the expected vesting rate is reviews and adjustments are made
for forfeitures. The grant date fair value is not subsequently re-measured.
Cash settled share-based payments are recognised as a liability and
re-measured at each reporting date with changes in fair value recognised
through profit or loss.
2.18. Equity Instruments
Equity instruments issued are classified in accordance with the substance of
the contractual arrangements entered, and the definition of an equity
instrument under IAS 32. An equity instrument is any contract that evidences a
residual interest in the assets of the Company after deducting all of its
liabilities. Equity is recorded at the amount of proceeds received, net of
issue costs. Refer to notes 25 - 27 for further details of the share capital
and other equity reserves.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
Critical accounting Estimates and judgements (continued)
2.19. Summary of critical accounting estimates and judgements
The preparation of financial statements in accordance with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities and
income and expenses. The estimates and associated assumptions are based on
various factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an annual basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
The principal judgements and estimates are as follows:
Critical accounting estimates and judgements
2.19.1. Estimates and judgements associated with mining operations
The preparation of the financial statements in conformity with IFRS requires
the directors to make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Judgments and estimates are based on
historical experience and other factors that are considered to be relevant.
Judgments and estimates are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised prospectively in the period in which the
estimates are revised and in any future periods affected. Information about
significant judgments and key sources of estimation uncertainty is included in
the relevant notes to the financial statements.
Amortisation and depreciation method (judgment)
Mining assets consists of mine site development costs, mining rights, mining
lands, deferred stripping costs and discounted costs associated with the
improvement, rehabilitation and closure of mine sites. Mining assets are
amortised on a unit of production basis according to producible ore reserve
from the commencement of production. The unit of production basis of
amortisation involves estimates of total ore reserves and the proportion of
those reserves which has been produced to date. Group management reviews the
estimates made in relation to the visible and probable mineral reserves in
each balance sheet period (Note 1).
Other tangible assets, both movable and fixed, other than mining assets are
depreciated using the straight-line method over their useful lives, which is
limited to the lifetime of the mines they are related to. Depreciation
commences when the assets are brough into use and based on the useful life of
the mine. As at the end of the current financial year, assets under
construction (Note 13) will start depreciating based on the expected date of
commercial production.
Provision for asset retirement and environmental rehabilitation (estimate)
Amounts of provision reflected in financial statements regarding environmental
rehabilitation and closure of mine sites is based on the plans of the Group
management and the requirements of the relevant legal regulations. Changes in
the aforementioned plans and legal regulations, up-to-date market data and
prices, discount rates used, changes in estimates based on mineral resources
and reserves may affect provisions.
As of 31 December 2025, the Group reassessed the provision amounts due to
changes in discount rates, costs, production areas subject to rehabilitation
and reserve lifetimes. The Group annually engages an expert to evaluate mine
rehabilitation provision cost. Significant estimates and assumptions are made
in determining the provision for mine rehabilitation due to the large number
of factors that may affect the final liability to be paid. These factors
include estimates of the scope and cost of rehabilitation activities,
technological changes, changes in regulations, cost increases proportional to
inflation rates and changes in net discount rates. These uncertainties may
cause future expenditures to differ from the amounts estimated today (refer to
Note 16).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
Critical accounting Estimates and judgements (continued)
2.19.2. Estimates and judgements associated with the acquisition of
Polimetal
On 3 September 2024 the Group completed the acquisition of the Gediktepe Mine
through the acquisition of the issued share capital of Polimetal by ACG Holdco
1 Limited. The acquisition was accounted for using the acquisition method in
accordance with IFRS 3 Business Combinations.
During the current financial year, the Group finalised the fair value
assessment relating to the acquisition of Polimetal. At 31 December 2024,
certain amounts recognised in respect of the acquisition were provisional.
During the measurement period, additional information became available
regarding facts and circumstances that existed at the acquisition date.
Accordingly, the Group adjusted the provisional amounts retrospectively in
accordance with IFRS 3 Business Combinations. Further information is contained
in Note 11.
Fair Value of Contingent Consideration - Copper Price Bonus
Purchase consideration transferred included contingent consideration relating
to Copper Price. These are payable 12 months after the commencement of
commercial production, expected in 2027. Payments are contingent upon
achieving specified copper prices over 2 years (Copper Price Bonus).
The liability is initially measured at fair value by a third-party management
expert on acquisition and remeasured at each reporting period, with changes
recognized in profit or loss.
The first and second Copper Price Bonuses are due 12 and 24 months after
commercial production begins, expected halfway through 2027 and 2028.
The valuation approach applied a Monte Carlo simulation to model a volume of
copper price scenarios, incorporating expected metal price volatility and
correlations up to the second payment due in 2028. Risk-free US government
bond yields were applied to discount the present value.
Sensitivity
A 10% increase in the estimated price of copper based on copper price
simulations, before discounting would have increased the contingent liability
recognised from $46.3 million to $54 million.
This liability is classified as level 3 on the IFRS 13 Fair Value hierarchy,
due to the use of significant unobservable inputs.
2.19.3. Other estimates and judgments
Fair value of derivative financial instruments at fair value through profit or
loss
The group recognises its derivative financial instruments comprising Public
Warrants, Sponsor Warrants and Private Placement Warrants, initially at fair
value at date of issuance with any subsequent movement in fair value between
the issuance date and the reporting date being recognised as a fair value
movement through profit and loss.
As at 31 December 2025 the 11,689,784 Warrants in issue were valued at the
quoted price of £3.25 per warrant. This liability is classified as Level 1
on the IFRS 13 fair value hierarchy. The quoted market price reflects the
price of all warrants of the entity.
Fair value of share-based payments
The Group share based payment arrangements are disclosed in Note 26. The
critical judgement in determining the fair value of the EIP and VCP scheme
awards is the date of grant. The EIP rules provide the board with discretion
to reduce the number of awards that vest on an annual basis depending on TSR
performance. Management's judgement is that the existence of this discretion
does not impact the date of grant on the basis that it will only be exercised
in remote circumstances.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting policies (continued)
Critical accounting Estimates and judgements (continued)
3. Financial Risk Management
3.1. Principal financial instruments and their categories
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
Categories of financial assets 31 December 31 December 2024
2025
$000 $000
Trade and other receivables 3,541 8,098
Deposits paid for plant and equipment 23,033 -
Cash and cash equivalents 145,135 9,675
Total current financial assets at amortised cost 171,709 17,773
Categories of financial liabilities at amortised cost 31 December 2025 31 December
2024
$000 $000
Trade payables 22,518 17,678
Other payables 7,571 7,107
Trade and other payables 30,089 24,785
Current loans and borrowings 13,849 39,611
Non-current loans and borrowings 194,542 -
Loans and borrowings 208,391 39,611
Total financial liabilities at amortised cost 238,480 64,396
Categories of financial liabilities at fair value 31 December 31 December 2024
2025
$000 $000
Derivatives 50,541 14,890
Contingent consideration 46,334 15,551
Deferred consideration - 6,839
Total financial liabilities at fair value 96,875 37,280
3.2. General objectives, policies and processes
The Group is exposed to variety of financial risks due to its operations.
These risks include credit risk, market risk (foreign exchange risk and
interest rate risk) and liquidity risk. The Group's overall risk management
strategy focus on the unpredictability of financial markets and targets to
minimize potential adverse effects on financial performance.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Risk Management (continued)
3.3. Credit risk management
Credit risk arises from cash and cash equivalents and deposits maintained with
banks and financial institutions with credit ratings acceptable to the
management, as well as credit exposures with customers, including outstanding
receivables and committed transactions. The company had low exposure to credit
risk as its cash and cash equivalents are held in a bank with strong credit
ratings and trade receivables are paid within 15 days.
Receivables
Bank deposits
31 December 2025 Trade receivables Other receivables
Related Third Related Third
party party party party
Maximum net credit risk as of balance sheet date (A+B+C+D+E) (*) 3,565 145,135
- The part of maximum risk under guarantee with collateral - - - - -
A. Net book value of financial assets that are neither overdue nor impaired 3,565 145,135
B. Net book value of financial assets that are renegotiated - - - - -
C. Net book value of financial assets that are overdue but not impaired - - - - -
- The part of maximum risk under guarantee with collateral - - - - -
D. Net book value of impaired asset - - - - -
- Overdue (gross net book value) - - - - -
- Impairment (-) - - - - -
- The part of net value under guarantee with collateral etc. - - - - -
- Undue (gross net book value) - - - - -
- Impairment (-) - - - - -
- The part of net value under guarantee with collateral - - - - -
E. Credit Risk of the Statement of Financial Position - - - - -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Risk Management (continued)
Receivables
Bank deposits
31 December 2024 Trade receivables Other receivables
Related Third Related Third
party party party Party
Maximum net credit risk as of balance sheet date (A+B+C+D+E) (*) - - - 8,391 9,675
- The part of maximum risk under guarantee with collateral - - - - -
A. Net book value of financial assets that are neither overdue nor impaired - - - 8,391 9,675
B. Net book value of financial assets that are renegotiated - - - - -
C. Net book value of financial assets that are overdue but not impaired - - - - -
- The part of maximum risk under guarantee with collateral - - - - -
D. Net book value of impaired asset - - - - -
- Overdue (gross net book value) - - - - -
- Impairment (-) - - - - -
- The part of net value under guarantee with collateral - - - - -
- Undue (gross net book value) - - - - -
- Impairment (-) - - - - -
- The part of net value under guarantee with collateral etc. - - - - -
E. Credit Risk of the Statement of Financial Position - - - - -
*The factors that increase the credit reliability, such as guarantees received
are not considered in the determination of the balance.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Risk Management (continued)
3.4. Liquidity risk
Liquidity risk comprises the risks arising from the inability to fund the
increase in the assets, the inability to cover the liabilities due and the
operations performed in illiquid markets. In the framework of liquidity risk
management, funding sources are being diversified and sufficient cash and cash
equivalents are held. In order to meet instant cash necessities, it is ensured
that the level of cash and cash equivalent assets does not fall below a
predetermined portion of the short-term liabilities.
The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows, including contractual interest) of
financial liabilities:
31 December 2025 Total Up to 3 Months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 Over 5 years
years
Trade payables 22,518 22,518 - - - -
Other payables 15,638 15,638 - - - -
Redeemable public share liabilities
25 - 25 - - -
Contingent consideration 49,314 - - 30,961 18,353 -
Loans and borrowings 303,250 14,750 29,500 29,500 229,500
Undiscounted financial liabilities 390,745 52,906 29,525 60,461 247,853 -
31 December 2024 Total Up to 3 Months Between Between 1 and 2 years Between 2 and 5 Over 5 years
3 and 12 months years
Trade payables 17,678 17,678 - - - -
Other payables 7,107 7,107 - - - -
Redeemable public share liabilities 25 - 25 - - -
Derivative financial instruments 14,890 - 14,890
Sponsor loans 14,806 - 14,806 - - -
Traxys loan 26,036 26,036 - - - -
Deferred consideration 6,839 - 6,839 - - -
Contingent consideration 65,119 - - - 17,749 47,370
Undiscounted financial liabilities 152,500 50,821 36,560 - 17,749 47,370
3.5. Interest rate risk
Interest rate risk arises from increases in market interest rates and could
potentially arise from the use of bank overdrafts. Changes in interest rates
can impact the Group's borrowing costs.
The interest-bearing loans and assets are held at a fixed rate of interest.
As such, it is considered there is no immediate risk associated with
fluctuations in interest rates.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Risk Management (continued)
3.6. Foreign exchange risk
The difference between the foreign currency denominated and foreign currency
indexed assets and liabilities of the Group are defined as the "Net foreign
currency position" and it is the basis of the currency risk. Another important
dimension of the currency risk is the changes of the exchange rates of
different foreign currencies in net foreign currency position (cross currency
risk).
Assets and liabilities denominated in foreign currency are as follows:
TL EUR AUD GBP
1. Monetary financial assets 3,133,326 - 2 -
2. Trade receivables - - - -
3. Other receivables 2,501 - - -
4. Other current assets 1,690 - 10 66
5. Current assets (1+2+3+4) 3,137,517 - 12 66
6. Other receivables 4,291 - - -
7. Non-current assets (6) 72,000 - - -
8. Total assets (5+7) 3,213,808 - 12 66
9. Trade payables 293,935 156 - 209
10. Other payables 19,892 - - -
11. Other current liabilities - - - -
12. Current liabilities (9+10+11) 313,827 156 - 209
13. Total liabilities 313,827 156 - 209
14. Net foreign currency (liability) / asset (8-13) 2,899,981 (156) 12 (143)
TL EUR AUD GBP
1. Monetary financial assets 134,617 - - -
2. Trade receivables - - - -
3. Other receivables 1,541 - - -
4. Other current assets 8 - 15 -
5. Current assets (1+2+3+4) 136,166 - 15 -
6. Other receivables 3,170 - - -
7. Non-current assets (6) 3,170 - - -
8. Total assets (5+7) 139,336 - 15 -
9. Trade payables 100,720 117 122 257
10. Other payables 12,623 - - -
11. Other current liabilities - - - -
12. Current liabilities (9+10+11) 113,343 117 122 257
13. Total liabilities 113,343 117 122 257
14. Net foreign currency (liability) / asset (8-13) 25,993 (117) (107) (257)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Risk Management (continued)
As of 31 December 2025, the Group's profit & loss exposure to changes in
foreign exchange rate was as follows:
Against USD by 10% / (10%)
2025 2025
+10% -10%
$000 $000
TL denominated net assets / liabilities 6,766 (6,766)
EUR denominated net assets / liabilities (19) (19)
Other currency denominated net assets / liabilities (50) (50)
Total 6,697 (6,697)
2024 2024
+10% -10%
$000 $000
TL denominated net assets / liabilities 74 (74)
EUR denominated net assets / liabilities (12) 14
Other currency denominated net assets / liabilities (8) 19
Total 54 (41)
3.7. Capital risk management
The Group's main objectives for capital management are to keep the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may decide on
the amount of dividends paid to shareholders, issue of new shares or sell
assets to decrease net financial debt.
The Group monitors capital on the basis of the net financial debt / invested
capital ratio. Net financial debt is calculated as total financial liabilities
less cash and cash equivalents (excluding blocked deposits) and invested
capital is calculated as net financial debt plus total equity. Net financial
debt / invested capital ratio was as follows:
31 December 2025 31 December 2024
$000 $000
Total financial liabilities (a) 335,380 114,283
Cash and cash equivalents (b) 145,135 9,675
Net financial debt (c = a-b) 190,245 104,608
Equity (d) 49,801 58,311
Invested Capital (e = c+d) 240,046 162,919
Capital Ratio (f = c / e) 79% 64%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. Revenue and segmental information
Revenues
2025 2024
$000 $000
Sale of Goods 135,584 57,745
Total 135,584 57,745
Revenue from the sale of goods represents the sale of gold and silver, for
which revenue is recognised at the point in time at which control transfers to
the customer.
The Group had revenues from customers in the following countries that were
determined to be material:
Revenues
2025 2024
$000 $000
Turkey - domestic 132,105 55,891
Other 3,479 1,854
Total 135,584 57,745
The Group had 2 customers that exceeded 10% of revenue in 2025 (2024: 1
customers). All sales related to the mining operating segment:
Revenues
2025 2024
$000 $000
Main Customers 135,584 57,745
Total 135,584 57,745
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Segment information
The Group has one operational segment: mining. Non-operational group
activities consisting of investing and Group management are not allocated to
the operating segment and are presented below as "corporate".
Geographical Segments
2025 2024
$000 $000
Revenue
Europe 135,584 57,745
Rest of world - -
Total revenue 135,584 57,745
Operating profit
Europe 78,154 20,365
Rest of world (15,141) (15,580)
Total operating profit 63,013 4,785
Non-current assets
Europe 267,788 186,217
Rest of world - -
Total non-current assets 267,788 186,217
Operational and corporate segments
2025 2024
$000 $000
Revenue
Operational 135,584 57,745
Corporate - -
Total revenue 135,584 57,745
Operating profit
Operational 81,515 24,099
Corporate (18,502) (19,314)
Total operating profit 63,013 4,785
Non-current assets
Operational 267,788 186,217
Corporate - -
Total non-current assets 267,788 186,217
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Other income from operating activities
2025 2024
$000 $000
Foreign exchange gains 1,340 301
Other income 797 -
Total other income 2,137 301
Other income includes contractor revenues for hospitality arrangements
provided.
6. Operating Profit
2025 2024
$000 $000
Operating profit is stated after charging:
Auditors' remuneration:
Audit fees - audit of the Company and its subsidiaries pursuant to legislation 747 400
Non-audit fees - other assurance services 90 333
Project costs in relation to acquisition - 7,858
Legal & professional costs 2,538 4,872
Consultancy 2,652 9,041
Depreciation of Property Plant and Equipment 8,071 4,352
Amortisation of Intangible Assets 27 2,877
Royalty payments 24,603 10,334
Non-executive fees 619 392
Key management fees 4,529 670
Personnel expenses 11,228 9,259
Listing expense 142 297
Mine maintenance and development 2,968 375
Adjusted EBITDA
Adjusted EBITDA is disclosed as a key metric to see underlying cash-related
earnings. The metric is calculated as follows:
2025 2024
$000 $000
Operating profit per income 63,013
statement
4,785
Add back: share-based payments (included as separate line in the income 5,144 1,050
statement)
Add back: depreciation and amortisation 8,098 7,229
Adjusted EBITDA 76,255 13,064
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Sales and Cost of Sales
The details of sales and costs of sales for the year ended 31 December 2025
and 31 December 2024 are as follows:
2025 2024
$000 $000
Sales of gold and silver 135,584 57,745
Revenue 135,584 57,745
Costs of sales of gold and silver (57,134) (33,704)
Gross Profit 78,450 24,041
For the year ended 31 December 2025 cost of sales includes depreciation and
amortisation expenses amounting to $6.8 million (2024: $5.2 million),
personnel expenses amounting to $11.2 million (2024: $3.6 million), and
royalty expenses of $24.6 million (2024: $10.3 million).
7. Finance income and finance expenses
2025 2024
Finance income $000 $000
Interest on restricted cash repayable on shares classified as 3
liabilities
50
Interest from term deposit 23,401 953
Other bank interest income 251 101
23,655 1,104
2025 2024
Finance expenses $000 $000
Interest on restricted cash repayable on shares classified as liabilities - 50
Bond interest 21,450 3,590
Loan interest 2,202 242
Foreign exchange loss 8,266 506
31,918 4,388
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. Net fair value gains/losses
2025 2024
$000 $000
Loss on warrants (Note 50,377 -
24)
Fair value movement on Contingent Consideration (Note 16) 30,783 8,472
Fair value movement on Deferred Consideration (Note 16) (1,026) -
Loss on the hedging instruments (Note 24) 1,579 -
81,713 8,472
The loss on warrants arose from the settlement of warrants pursuant to the
share tender offer, whereby the warrants were exchanged for equity
instruments. The loss represents the difference between the fair value of the
warrants at settlement date and the market value of the shares issued.
The fair value loss on contingent consideration relates to the remeasurement
of the "copper price bonus" provision at reporting date. The increase in the
provision is primarily attributable to higher forecasted EBITDA and increased
forward copper price assumptions, which have resulted in an upward revision of
expected future payments.
The gain on deferred consideration arose as a result of the liability being
settled at its original acquisition date value. The gain reflects the
difference between the fair value of the liability immediately prior to
settlement and the amount ultimately paid.
The loss on hedging instruments contracts is attributable to adverse movements
in the gold price relative to the contracted hedge price. As market prices
increased above the hedged price, the hedge positions resulted in a loss
recognised in profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. Income tax
Current income tax
The Group is subject to taxation in jurisdictions where it operates. The
primary source of taxable income is its Turkish subsidiary, Polimetal, which
is subject to corporate income tax in Turkey at a statutory rate of 25%. The
parent entity, ACG Metals Ltd, is incorporated in the British Virgin Islands,
which does not levy corporate income tax.
Corporate tax is applied on taxable corporate income, which is calculated from
the statutory accounting profit by adding back non-deductible expenses,
dividend income from domestic companies, other exempt income and investment
incentives utilized.
In Turkey, income taxes are calculated and accrued on a quarterly basis.
Corporate income tax rate applied in 2025 is 25%. Losses can be carried
forward for offset against future taxable income for up to 5 years. However,
losses cannot be carried back for offset against profits from previous
periods.
Corporate tax liabilities recognised in the consolidated balance sheet are as
follows:
2025 2024
$000 $000
Current income tax liabilities (17,258) (11,470)
Withholding tax - (689)
Less: Prepaid income tax 5,243 6,623
Net current income tax liabilities (12,015) (5,536)
Tax expense details recognised in the income statement are as follows:
2025 2024
$000 $000
Current period tax expense 17,258 9,760
Withholding tax 1,153 689
Deferred tax income (1,994) (4,331)
Tax expense 16,417 6,118
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred taxes
Deferred tax liabilities are recognised for all taxable temporary differences,
where deferred tax assets resulting from deductible temporary differences
(including unused incentive amounts and carried forward tax losses of prior
years) are recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary difference can
be utilised.
The company has unrelieved non‑trade loan relationship deficits of $19.4m
arising due to the Corporate Interest Restriction. No deferred tax asset has
been recognised in respect of these amounts, as their utilisation is dependent
on the generation of future interest capacity.
The tax rate used in the calculation of deferred tax assets and liabilities is
25% as of 31 December 2025 (2024: 25%).
The breakdown of cumulative temporary differences and deferred tax assets and
liabilities provided at applicable tax rates are as follows:
31 December 2025 31 December 2025 31 December 2024 31 December 2024
Cumulative temporary Deferred tax asset/(liability) Cumulative temporary Deferred tax
differences differences asset/(liability)
Inventories 2,040 (510) 410 (102)
Property, plant and equipment and intangible assets 96,128 (24,032) 99,541 (24,886)
Temporary differences on accruals and provisions (20,104) 5,026 (12,446) 3,112
Employee severance indemnity (720) 180 (433) 108
Vacation pay liability (460) 115 (186) 47
Asset retirement obligation provisions (10,180) 2,545 (12,506) 3,126
Other temporary differences (176) 44 (396) 99
Net deferred tax liability (16,632) (18,626)
Movements in deferred tax assets / (liabilities) are as follows:
2025 2024
$000 $000
1 January (18,626) -
Acquired in Business Combination - (22,957)
Deferred tax income recognised in income statement 1,994 4,331
31 December (16,632) (18,626)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The reconciliation of the tax income / (expense) is as follows:
2025
2024
$000 $000
Loss on ordinary activities before income tax (26,963) (6,971)
Tax calculated at UK and Turkish tax rate of 25% 6,741 1,743
Losses for which no deferred tax is recognised (5,591) (4,198)
Expenses not deductible for tax (26,353) (5,376)
Tax investment incentives 13,343 3,611
Other (3,404) (1,209)
Income tax expense (15,264) (5,429)
Withholding tax (1,153) (689)
Tax expense (16,417) (6,118)
ACG Holdco1 Limited has trading tax losses that arose in United Kingdom of
$7.3 million (2024: $6.2 million tax losses) that are available indefinitely
for offsetting against future taxable profits of the companies in which the
losses arose.
Deferred tax assets were not recognised in respect of these losses as they may
not be used to offset taxable profits elsewhere in the Group. These losses
arose because ACG Holdco1 Limited had been loss-making for some time, and
future taxable profits against which to offset the losses cannot be forecast
with reasonable certainty. If ACG Holdco1 Limited were able to recognise all
unrecognised deferred tax assets, the loss will have reduced by $1.8 million
(2024: $1.2 million).
10. Loss per share
2025 2024
Basic and diluted
Loss for the period and earnings used in basic & diluted EPS ($000) (43,380) (13,089)
Weighted average number of shares used in basic and diluted EPS 21,280,595 8,290,049
Loss per share (US$) (2.04) (1.58)
The weighted average number of ordinary shares is determined by reference to
the Class A Ordinary shares.
As the Group is reporting a net loss the diluted earnings per share is equal
to the basic earnings per share.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. Adjustment to Business Combination
During the current financial year, the Group finalised the fair value
assessment relating to the acquisition of Polimetal Madenclik Sanayi ve
Ticaret ("Polimetal") which was acquired on 3 September 2024. At 31 December
2024, certain amounts recognised in respect of the acquisition were
provisional. During the measurement period, additional information became
available regarding facts and circumstances that existed at the acquisition
date. Accordingly, the Group adjusted the provisional amounts retrospectively
in accordance with IFRS 3 Business Combinations.
The impact of the measurement period adjustments on the amounts previously
recognised is as follows:
Item As previously reported Adjustment Restated
$000 $000 $000
Consideration transferred 178,853 (12,607) 166,246
Assets acquired and liabilities assumed (135,973) - (135,973)
Goodwill 42,880 (12,607) 30,273
The changes in measurement period consideration as compared to the date of
acquisition is as presented below:
Total consideration at the measurement date Total consideration at the acquisition date
Consideration $000 $000
Cash 84,000 84,000
Shares issued to Lidya 39,881 39,881
Working capital (deferred consideration) 6,839 6,839
Lidya's debts to Polimetal 15,638 15,638
Copper price bonus (contingent consideration) 15,551 15,551
Copper discovery bonus (contingent consideration) - 12,607
Warrants issued to Lidya 1,994 1,994
Royalty liabilities assumed from seller 2,343 2,343
---------------- ----------------
Total Consideration 166,246 178,853
========== ==========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Group has determined the fair values of the identifiable assets acquired
and liabilities assumed in respect of Polimetal as at the acquisition date,
and has subsequently updated these values as part of the measurement‑period
review. The provisional fair values recognised at the acquisition date, remain
as assessed at the end of the measurement period and represented as stated
below.
Fair value at acquisition date and at measurement date
Assets acquired and liabilities assumed $000
Mining license 102,670
Property, plant, and equipment 45,196
Intangible assets 50
Related party (Lidya) debt 15,638
Other non-current assets 335
Inventories 16,053
Trade and other receivables 850
Cash and cash equivalents 3,021
Asset retirement obligation (12,455)
Non-current liabilities (525)
Non-current litigation (878)
Deferred tax (22,957)
Trade and other payables (11,025)
Contingent consideration
----------------
Total net assets acquired 135,973
==========
==========
12. Other non-current assets
2025 2024
$000 $000
Non-current
Payment made for contract work 38 -
Other prepayments 366 293
404 293
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. Property, plant and equipment
Land Land Improvements Buildings Plant & Machinery Motor Vehicle Fixtures & Fittings Assets Under Construction Mining assets Total
$000 $000 $000 $000 $000 $000 $000 $000 $000
Cost
At 1 January 2024 - - - - - - - - -
Acquired 2,695 3,832 2,912 21,401 783 1,577 6,134 5,862 45,196
Additions - 326 - 1,374 - 253 560 - 2,513
Disposals - - - - - - - (156) (156)
At 31 December 2024 2,695 4,158 2,912 22,775 783 1,830 6,694 5,706 47,553
Additions - - 35 99 - 190 79,213 4,154 83,691
Disposals - - - - (35) (3) - - (38)
Transfer - - - (108) - (272) 380 - -
At 31 December 2025 2,695 4,158 2,947 22,766 748 1,745 86,287 9,860 131,206
Accumulated Depreciation
At 1 January 2024
Charge for the year - 176 167 1,013 110 122 - 2,764 4,352
At 31 December 2024 - 176 167 1,013 110 122 - 2,764 4,352
Charge for the year - 603 500 3,279 302 393 2 3,028 8,107
Depreciation on disposals - - - - (35) (1) - - (36)
At 31 December 2025 - 779 667 4,292 377 514 2 5,792 12,423
Net book value
At 31 December 2024 2,695 3,982 2,745 21,762 673 1,708 6,694 2,942 43,201
At 31 December 2025 2,695 3,379 2,280 18,474 371 1,781 85,665 4,068 118,783
Total additions to property, plant and equipment primarily related to the
expansion of the Gediktepe operation, and the construction of Sulfidisation,
Acidification, Recycling, and Thickening (SART) plant at the exploration site.
Capitalised interest of $8.2 million (2024: nil) is included in "Assets Under
Construction" additions in the note above.
14. Intangible assets
Goodwill Mining License Rights, software and licenses Total
$000 $000 $000 $000
Cost
Balance at 1 January 2024
Acquired through business combination 30,273 102,670 50 132,993
--------------- --------------- --------------- ---------------
At 31 December 2024 30,273 102,670 50 132,993
Additions - - 115 115
Remeasurement of provisions in relation to recognized intangible assets - (4,636) - (4,636)
--------------- --------------- --------------- ---------------
At 31 December 2025 30,273 98,034 165 128,472
--------------- --------------- --------------- ---------------
Accumulated amortisation
Balance at 1 January 2024 - - - -
Charge for the year - 2,852 25 2,877
--------------- --------------- --------------- ---------------
At 31 December 2024 - 2,852 25 2,877
Charge for the year - - 27 27
--------------- --------------- --------------- ---------------
At 31 December 2025 - 2,852 52 2,904
--------------- --------------- --------------- ---------------
Net book value as at 31 December 2025 30,273 95,182 113 125,568
=========== =========== =========== ===========
Net book value as at 31 December 2024 30,273 99,818 25 130,116
=========== =========== =========== ===========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill of $30.3 million arose from the purchase of the Gediktepe Mine in the
previous financial year and is recognised in line with IFRS 3. This is
tested for impairment annually.
As of the end of 2025, the Group performed a Net Present Value calculation and
considered various assumptions utilized in the financial model during the
acquisition, alongside an evaluation of relevant market factors. The key
assumptions in the NPV calculation, covering a period until 2036, were the
life of mine, production levels based on the latest mine plan, commodity
prices based on latest forecasts and a discount rate of 8%.
The reported reserves were consistent with expectations, commodity prices at
the year-end were higher than those assumed in the acquisition model and
remained elevated throughout Polimetal's ownership, and the impact of foreign
currency fluctuations was not deemed material. Consequently, no impairment of
goodwill was recognized.
Included in intangible assets is the mining license in relation to the
Gediktepe mine situated near Balikesir recognised at acquisition in line with
IFRS 3, for a fair value of $102.7 million which was valued using the Excess
Earnings Method in 2024. See Note 2.19.3 for further details.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. Employee benefits
Employee benefits obligations
The details of employee benefit obligations are as follows:
2025 2024
$000 $000
Social Security premium payables 426 213
426 213
This has been included as part of trade and other payables.
16. Deferred and contingent consideration
Contingent
consideration
2025 2024
$000 $000
Copper Price Bonus 46,334 15,551
46,334 15,551
The copper price bonus is measured at fair value, which is determined annually
by an independent third-party valuation specialist. The valuation incorporates
key assumptions, including forecast copper prices, expected production
volumes, and projected future profitability. The undiscounted liability is
$49.3 million as at 31 December 2025.
During the current reporting period, the fair value of the copper price bonus
increased. This increase is primarily attributable to upward revisions in
long-term copper price assumptions and improved expectations of future
profitability.
The resulting fair value loss has been recognised in profit or loss for the
year.
2025 2024
$000 $000
At 1 January 15,551 -
At acquisition - 15,551
Fair value loss 30,783 -
At 31 December 46,334 15,551
Details of accounting for contingent consideration is given in Accounting
Polices (Note 2). Please also refer to Adjustment to Business Combination
Note (Note 11). The fair value of contingent consideration as at 31 December
2024 has been restated as part of the measurement period adjustment. Further
details are provided in Note 11.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred consideration
An element of the purchase price consideration included a "working capital"
component that has been settled in the year.
2025 2024
$000 $000
Acquisition working capital settlement - 6,839
2025 2024
$000 $000
At 1 January 2025 6,839 -
Fair value (gain)/losses (1,026) -
Arising on acquisition - 6,839
Settled during the year (5,813) -
At 31 December 2025 - 6,839
17. Provisions
a) Other current provisions
The details of other current provisions are as follows:
2025 2024
$000 $000
Current provision 458 186
Total other current provisions 458 186
Movement of provision for unused leave are as follows:
2025 2024
$000 $000
At 1 January 2025 186 -
Additions 331 232
Cancelled - (43)
Foreign exchange gain (59) (3)
At 31 December 2025 458 186
b) Other non-current provisions
2024
2025
$000 $000
Provision for Asset Retirement Obligation ("ARO") 10,185 12,506
Legal and other provisions 948 878
Provision for employee benefits 718 433
Total other non-current provisions 11,851 13,817
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Provisions (continued)
Movement on provision for ARO 2025 2024
$000 $000
At 1 January 2025 12,506 -
Acquired - 12,455
Additions 2,315 -
Interest expense - 207
Revaluation at year end (4,636) (156)
At 31 December 2025 10,185 12,506
As of 31 December 2025, the rehabilitation provision for the Gediktepe Mine
oxide-phase closure amounted to $7.9 million (2024: $12.5 million) and the
rehabilitation provision for the sulphide-phase closure amounted to $2.3
million (2024: Nil), which is included within additions to Assets Under
Construction. This value is primarily driven by revisions in regional unit
cost estimates, reflecting changes in labour and equipment rates and
adjustments due to local inflation and exchange rate fluctuations.
Key assumptions in determining the provision include a pre-tax discount rate,
inflation rate, and estimated timing of rehabilitation activities. The Group
has applied a discount rate consistent with regional market conditions.
Rehabilitation is to commence in 2026, following the cessation of oxide ore
mining. The majority of the rehabilitation occurs over a period of
approximately 6 years, and once this period is complete, a 30-year
post-closure monitoring and maintenance period then commences.
Closure activities include covering and revegetating waste rock dumps, heap
leach facilities, and disturbed areas, decommissioning of processing plants
and ancillary facilities, management of residual process solutions, and
long-term monitoring of environmental stability and water quality. Provisions
incorporate contingencies to account for uncertainties inherent in closure
estimations, which are aligned with international guidelines, reflecting
industry best practice.
Management has assessed that all infrastructure will be removed, with only
necessary access roads, open pits, waste rock dumps, and heap leach facilities
remaining post-closure. The Group will conduct periodic monitoring and
inspections during the post-closure period to ensure environmental compliance
and stability. Detailed assessments of rehabilitation activities and their
associated costs are updated regularly to reflect current economic conditions,
regulatory changes, and technological advancements.
Movement on acquired contingent liability for legal costs 2025 2024
$000 $000
At 1 January 2025 878 -
Additions 70 878
At 31 December 2025 948 878
Movement on provision for employee benefits 2025
2024
$000 $000
At 1 January 2025 433 -
Acquired - 393
Costs 308 31
Payments (18) (3)
Interest expense 105 28
Foreign exchange gain (109) (16)
At 31 December 2025 719 433
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. Subsidiary undertakings
As at 31 December 2025 the subsidiaries of the Company, all of which have been
included in these consolidated
financial statements, are as follows:
Name Country of incorporation Parent Proportion of ownership interest at 31 December 2024 Nature of business
Direct or indirect holding
ACG Holdco 1 Limited United Kingdom ACG Metals Limited Direct 100% Holding company
ACG Holdco 2 Limited United Kingdom ACG Metals Limited Direct 100% Dormant
Polimetal Madencilik Sanayi ve Ticaret Turkey ACG Holdco 1 Limited Direct 100% Mining company
Name Registered address
ACG Holdco 1 Limited Riverbank House C/O Fieldfisher LLP, 2 Swan Lane, London, United Kingdom, EC4R
3TT
ACG Holdco 2 Limited Riverbank House C/O Fieldfisher LLP, 2 Swan Lane, London, United Kingdom, EC4R
3TT
Polimetal Madencilik Sanayi ve Ticaret Bestepe Mahallesi Yasam Caddesi, Ak Plaza Apt., No: 7/7, Yenimahalle, Ankara.
During the year, ACG Finco Limited was dissolved.
19. Inventories
2025 2024
$000 $000
Finished goods - 11
Unfinished goods 12,960 5,669
Raw materials and consumables 1,824 1,749
Total Inventories 14,784 7,429
During the period $24.3 million inventories relating to revenue were
recognized as a cost in the income statement (2024: $12.3 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. Trade and other receivables
2025 2024
$000 $000
Receivables in escrow - 6,773
VAT and other taxes receivable 3,565 223
Prepayments and advances 3,541 597
Total Trade and other receivables 7,106 8,098
21. Cash and cash equivalents
2025 2024
$000 $000
Restricted cash 46,508 76
Cash on deposit 98,419 3,849
Cash & cash equivalents 208 5,750
Total 145,135 9,675
The fair value of the cash & cash equivalents is as disclosed above. For
the purpose of the cash flow statement, cash and cash equivalents comprise of
the amounts shown above.
Included in Cash on deposit is $71.2 million (2024: $3.8 million) in relation
to Time deposits and $27.2 million (2024: $45k) in relation to Demand
deposits. Time deposits mature within the first quarter post year end each
period.
As at 31 December 2025, the Group held restricted cash balances that are not
available for general use by the Group. These balances are primarily held in
escrow accounts and can only be used on the Sulphide Expansion Project under
contractual restrictions. Any remaining funds will be available for general
operational use by the Group when the Taking Over Date has passed as is
outlined in the Bond Term Agreement. Restrictions on the bond include security
of the escrow account, share ownership over the Mining Company and certain
intercompany loans.
Amounts held in USD totalled $72.0 million (2024: $5.85 million) of which
$46.5 million (2024: $0.1 million) is restricted. Amounts held in Turkish
Lira totalled $73.1 million (2024: $3.82 million) (Note 3.6).
22. Trade and other payables
2024
2025
$000 $000
Trade payables 22,518 17,678
Accruals 7,179 6,096
Social security & other taxes payables 426 213
Deposits and Guarantees received 462 358
Other payables 7,571 440
Total trade and other payables 38,156 24,785
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
23. Loans and borrowings
2025 2024
Current $000 $000
Sponsor loans - 13,768
Other loans - 25,843
Interest accrued on bond 13,849 -
Total current loans 13,849 39,611
2025 2024
Non-current $000 $000
Bond 194,542 -
Total non-current loans 194,542 -
Bond Issuance by ACG Holdco 1
During the year ended 31 December 2025, ACG Holdco 1, a subsidiary of ACG
Metals, issued bonds with a total principal value of $200 million. The bonds
were issued as part of a refinancing strategy to settle existing obligations,
including the full repayment of the Traxys loan facility.
The bonds carry an interest rate of 14.75% per annum, payable semi-annually,
and mature on 13 January 2029. They are unsecured and were issued at par. The
proceeds were primarily used to fund the expansion of the Gediktepe site,
strengthen the Group's liquidity position and to retire short-term debt
obligations.
Sponsor Loans
As at 31(st) December 2025, the Group had fully repaid its sponsors loan.
These repayments relate to the $16.8 million reclassified from equity to
liabilities upon completion of the Polimetal acquisition in October 2024. A
portion of the sponsor loans, amounting to $4.55 million, was converted to
equity at $6 per share on 16 October 2024. The sponsor loans bear interest at
16% per annum.
Traxys Loan Facility
The Traxys loan facility of $37.5 million, entered into in August 2024, was
repaid by the Group through the issuance of bonds by ACG Holdco 1. The loan,
which bore interest at 15.2% per annum, was initially secured by 100% of the
shares in Polimetal (195,070,560 shares), pledged at 1.00 Turkish Lira per
share. Upon full repayment, the associated security was released.
2025 2024
At initial recognition $000 $000
Gross Proceeds 200,000 -
Transaction costs (6,787) -
193,213 -
The Notes contain quarterly tested financial covenants including maximum net
leverage ratio and minimum liquidity requirements. The Company was in full
compliance with all covenant requirements as at 31 December 2025.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Reconciliation of liabilities to cashflows arising from financing activities
01 Jan 25 Non-cash Debt for equity Cash inflow Cash outflow Non-cash Non-cash Redemption 31 Dec 25
Interest and discount unwind
$000 $000 $000 $000 $000 $000 $000
Class A Shares 25 - - - - - 25
Loans -Traxys 25,843 - - (26,306) 463 - -
Sponsor loan 13,768 - - (14,131) 363 - -
Bond - - 200,000 (21,537) 16,079 - 194,542
39,636 - 200,000 (61,974) 16,905 - 194,567
01 Jan 24 Non-cash Debt for equity Cash inflow Cash outflow Non-cash Non-cash Redemption 31 Dec 24
Interest and discount unwind
$000 $000 $000 $000 $000 $000 $000
Class A Shares 292 - - - - (267) 25
Loans -Traxys - - 37,500 (13,201) 1,544 - 25,843
Sponsor loan - 16,820 - (3,825) 773 - 13,768
292 16,820 37,500 (17,026) 2,317 (267) 39,636
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
24. Derivative financial liabilities
2025 2024
$000 $000
Derivative financial liabilities consist of:
Warrant liability 50,468 14,890
Hedge liability (Note 8) 73 -
----------------- -------------
Closing Balance 50,541 14,890
--------------- --------------
Reconciliation of the warrant liability: 2025 2024
$000 $000
Opening Balance 14,890 770
Settlement of warrants through issuance of ordinary shares (14,799) -
Additional warrants issued - 5,648
Fair value loss through profit or loss 50,377 8,472
Closing Balance 50,468 14,890
During the year ended 31 December 2025, ACG acquired 26,899,414 warrants
through a "Share Tender Offer" In exchange for the issuance of 2,689,927 Class
A Ordinary Shares.
During the period, the fair value increased from $0.38 per warrant on 31
December 2024 to $4.38 per warrant on 31 December 2025 resulting in a material
fair value adjustment. The number of outstanding warrants in issue at 31
December 2025 was 11,684,784.
During the period, ACG entered into a commodity price hedge to mitigate its
exposure to volatility in the gold price associated with forecast gold sales.
The contracts economically hedge fluctuations in the gold price by fixing or
limiting the price at which future production may be sold.
The derivative does not meet the criteria for hedge accounting in terms of
IFRS 9 Financial Instruments and is therefore accounted for at fair value
through profit or loss.
At initial recognition, the derivative is measured at fair value and
subsequently remeasured at each reporting date. The derivative is recognised
as a financial liability where its fair value is negative.
Fair value is determined using valuation techniques that incorporate
observable market inputs, including forward gold prices, discount rates, and
volatility assumptions. Changes in the fair value of the derivative are
recognised in profit or loss within net fair value gains/losses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
25. Share capital
Description Number of shares Total ($000)
Share Capital classified as equity 22,785,305 120,870
Share Capital classified as a liability 2,455 25
Balance as at 31 December 2025 22,787,760 120,895
Class A Shareholders were provided a right to redeem their shares from funds
held in an escrow account. This is classified as a financial liability.
Reconciliation of Share Capital classified as equity
Description Number of shares Share Capital
($000)
Balance as at 1 January 18,966,764 90,897
Settlement of warrants 2,689,927 14,933
Additional Class A raise 1,128,614 15,040
Balance as at 31 December 2025 22,785,305 120,870
Class A Ordinary shares carry the same voting rights and the same rights to
dividends. All shares rank pari passu within their class in respect of
dividends, voting, and liquidation. Par value per share is $1.29.
Of the shares issued, 480,734 Class A Ordinary Shares relate to the EIP scheme
referred to in Note 26 and are restricted.
During 2025, the Company settled 26,899,414 warrants for 2,689,927 shares,
increasing share capital by $14.9 million. In November 2025, the company
raised additional an 1,128,614 Class A shares for total proceeds of $15.0
million net of $1.0 million of transaction costs.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
26. Share-based payment reserve
The company maintained three share‑based payment arrangements during the
year: the Equity Incentive Plan ("EIP"), share options for Michael Pompeo ("MP
Options") and the Value Creation Plan ("VCP").
Equity incentive plan
As outlined in the prospectus, the EIP was granted to key personnel in
recognition of their contributions towards the acquisition. The Group provides
employees and contractors with an annual issuance of shares under its Share
Incentive Plan. Shares are issued for nominal consideration.
The aggregate award price for these shares is nominal and the awards vest
annually over a three-year period from grant date, subject to specified
performance targets, including Total Shareholder Return ("TSR"). The fair
value of these shares was determined on grant date based on the market share
price.
Vesting is subject to achieving a TSR performance target. The Board retains
discretion to adjust vesting outcomes downward by up to 50% depending on the
level of TSR achieved.
Malus and clawback provisions apply to the awards, enabling the Group to
mitigate risk associated with performance conditions. Restrictions on transfer
apply during the vesting period. All taxes and social security contributions
arising from the award are borne by the participant.
Where an employment agreement concludes, the Group is required to uphold the
terms of the Share Incentive Plan in accordance with the plan rules.
.
MP Options
During the current financial year, the Group granted MP Options under the
Group's equity incentive plan. The options vest in three tranches on 31
October 2025, 31 October 2026, and 31 October 2027, subject to continued
service and the applicable vesting conditions.
The fair value of the options was determined at the grant date using the
Black-Scholes option pricing model, in accordance with IFRS 2 Share-based
Payment. The resulting fair value is recognised as a share-based payment
expense over the respective vesting periods, with a corresponding credit
recognised in the share-based payment reserve within equity
VCP Scheme
The share-based payment reserve also includes amounts relating to the Group's
VCP scheme. The VCP scheme is an equity-settled share-based payment
arrangement under which participants are entitled to receive equity
instruments subject to the achievement of specified performance and/or
market-based conditions.
The fair value of the awards granted under the VCP scheme is determined at
grant date using a Monte Carlo simulation model, which incorporates the impact
of market-based performance conditions into the valuation. Key inputs into the
model include the share price at grant date, expected volatility of 52%,
risk-free interest rate of 3.85%, expected life of the awards between 2 to 5
years, and dividend yield.
The table below sets out sensitivity of the fair value of the VCP award to
changes in the volatility assumption:
Core value - 5% Core value Core value +5%
Volatility assumption 47% 52% 57%
Total fair value of pool $5,298,503 $5,685,259 $6,523,475
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2025 2024
$000 $000
Opening Balance 366 -
Share-based payment expense recognised in reserve 5,144 366
Closing Balance 5,510 366
27. Other reserves
The following describes the nature and purpose of other reserves not disclosed
elsewhere in equity:
Other equity reserve
On IPO on 7 October 2022, 3,125,000 Class B ordinary shares were issued to
sponsors for $0.01 per share, which has been allocated to share capital. In
addition, 13,348,750 warrants were issued to sponsors for $1 per warrant. The
fair value of the sponsor warrants on issue was recognised as a derivative
financial liability, with the balance of the consideration received from the
sponsors (including $4,239,000 of pre-funded subscriptions and less $79 of
transaction costs related to the issue of the Class B shares) being recognised
in equity (other equity reserve).
The value of the initial warrant issue in the prior period, remains in Other
Equity with no further movement.
2025 2024
$000 $000
Balance as at 1 January 2025 & 31 December 2025 10,963 10,963
Accumulated losses
Accumulated losses include cumulative profits, losses and total other
recognised gains or losses made by the Group.
Other comprehensive income reserve
The other comprehensive income reserve relates to valuation of severance pay
liabilities recognised in Other Comprehensive Income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
28. Related Party Transactions
Compensation of Key Management Personnel
The Group's key management personnel include its Directors, employees and
external consultants who provide key management services. Each Director is
appointed under a letter of appointment signed with the Company on their
respective appointment dates. Consultants provide essential services,
including strategic, financial, and operational oversight, to support ACG's
ongoing business activities.
Under the terms of these appointments, independent Directors receive an annual
fee for services rendered. They are also reimbursed for any out-of-pocket
expenses incurred while carrying out activities on behalf of the Group.
Additional fees are payable to independent Directors who assume additional
board responsibilities. Directors were also remunerated through share-based
incentive plans.
A detailed breakdown of Directors' Remuneration is provided in the Directors'
Remuneration Report.
In addition to Director compensation, fees paid to consultants providing key
management personnel services for 31 December 2025 amounted to $2.5 million
(2024: $0.3 million). In 2025 $1.4 million (2024: $0.9 million) is accrued for
bonuses and $5.1 million (2024: $1.0 million) is the total IFRS 2 expense for
all Key Management Personnel.
28.1 Other related party transactions
Other related parties consist of entities related to the Group's Shareholders,
Lidya Madencilik and Argentem Creek Partners, who hold significant influence
over the group referred to on page 12.
GAP İnşaat Yatırım ve Dış Ticaret A.Ş. are contracted to provide the
engineering, procurement and construction services for the sulphide expansion
of the Gediktepe Mine for $145 million. Argentem Creek Partners were
contracted to provide advisory services to the Group for $2.0 million.
For the period ended 31 December 2025, the details of other related party
transactions are as follows:
1 January - Good and service Late interest Other Interest income due to
31 December 2025 purchases expense income maturity differences
($'000) ($'000) ($'000) ($'000)
Argentem Creek Partners 2,000 - - -
GAP İnşaat Yatırım ve Dış Ticaret A.Ş. 21,603 - - -
Yeşilırmak Elektrik Perakende Satış A.Ş. 578 - - -
Çalık Holding A.Ş. 101 2 - -
Akılcı Bilişim Çözümleri ve Danışmanlık A.Ş. 44 1 - -
Sigortayeri Sigorta ve Reasürans Brokerliği A.Ş. 28 - - -
Lidya Madencilik Sanayi ve Ticaret A.Ş. 9 2 6 -
Aktif Portföy Yönetimi A.Ş. 5 - - -
Genvera Enerji A.Ş. 3 - - -
Aktif Yatırım Bankası A.Ş. - 2 - -
Total 24,371 7 6 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the period ended 31 December 2024, the details of related party
transactions are as follows:
1 January - Good and service purchases Late interest expense Other income Interest income from time deposits Interest income due to
maturity differences
31 December 2024
($'000) ($'000) ($'000) ($'000) ($'000)
Lidya Madencilik Sanayi ve Ticaret A.Ş. 1,028 3 162 - 5,835
Yeşilırmak Elektrik Perakende Satış A.Ş. 605 - - - -
Çalık Holding A.Ş. 237 11 - - -
Sigortayeri Sigorta ve Reasürans Brokerliği A.Ş. 191 - 11 - -
Aktif Portföy Yönetimi A.Ş./Mükafat Portföy Yönetimi A.Ş. 34 - - - -
Akılcı Bilişim Çözümleri ve Danışmanlık A.Ş. 11 - - - -
Aktif Yatırım Bankası A.Ş. 5 - - 46 -
Genvera Enerji A.Ş. 3 - - - -
Total 2,114 14 173 46 5,835
28.2 Other related party balances
For the period ended 31 December 2025, the details of other related party
balances are as follows:
31 December 2025 Other receivables Advances to contractors Trade Payables Other payables
Short-term Long-term Short-term Short-term
($'000) ($'000) ($'000) ($'000)
GAP İnşaat Yatırım ve Dış Ticaret A.Ş. - 23,033 4,798 190
Sigortayeri Sigorta ve Reasürans Brokerliği A.Ş. - - 3 -
Yeşilırmak Elektrik Perakende Satış A.Ş. - - 65 -
Çalık Holding A.Ş. - - 3 1
Akılcı Bilişim Çözümleri ve Danışmanlık A.Ş. - - 7 -
Total - 23,033 4,876 191
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the period ended 31 December 2024, the details of other related party
balances are as follows:
31 December 2024 Other receivables Trade payables
Long-term Short-term
($'000) ($'000)
Sigortayeri Sigorta ve Reasürans Brokerliği A.Ş. - 132
Yeşilırmak Elektrik Perakende Satış A.Ş. - 62
Çalık Holding A.Ş. - 41
Genevera Enerji A.Ş. - 3
Akılcı Bilişim Çözümleri ve Danışmanlık A.Ş. - 1
Total - 239
29. Commitments and contingencies
As at the 31 December 2025, the Group had received letters of guarantee issued
by local authorities and institutions amounting to $11.2 million (2024:
$133.2k). The Group had given letters of guarantee of $119k (2024: $11.2k),
arising in the normal course of business. These guarantees are denominated in
Turkish lira and no material losses are expected from these guarantees as at
the reporting date.
Capital commitments also includes the development of the mine for the sulphide
expansion amounting to $145 million with EPC which was agreed upon in 2024 and
funded through the $200 million bond mentioned in Note 28. As at 31 December
2025, on a cash basis, there is $87.3 million remaining on the EPC contract.
30. Events after the reporting date
After 31 December 2025, the Company issued RNS announcements including a VCP
and EIP issuance in line with the Prospectus published on 7 August 2024
whereby the Remuneration Committee approved 1,512,493 share awards in 2026 in
respect of the first measurement period under the VCP and 12,665 shares to
other key employees under the EIP Scheme. This has been accounted for in the
2025 Financials. Of the share awards issued in respect of the VCP scheme,
249,561 have been converted to Class A Ordinary Shares.
Post 31 December 2025, a total number of 106,453 warrants were exercised by
Shareholders during 2026 for 85,104 Class A Ordinary Shares. This brings the
total of Class A Ordinary Shares issued post year end to 334,665.
31. Ultimate controlling party
As at 31 December 2025 there is no ultimate controlling party for the group.
OFFICERS AND ADVISERS
Directors: Artem Volynets - Chairman & Chief Executive Officer
Mark Curtis - Independent Non-Executive Director
Hendrik Johannes Faul - Independent Non-Executive Director
Fiona Paulus - Independent Non-Executive Director
Maarten Terlouw - Non-Executive Director
Mustafa Aksoy - Non-Executive Director
Michael R. Pompeo - Independent Non-Executive Director
Company secretary: Riverbank House C/O Fieldfisher LLP
2 Swan Lane
London
United Kingdom, EC4R 3TT
Registered office: Craigmuir Chambers
PO Box 71
Road Town, Tortola
VG1110, BVI
Registered agent: Harneys Corporate Services Limited
Craigmuir Chambers
PO Box 71
Road Town, Tortola
VG1110, BVI
Depository: Link Group,
Central Square
29 Wellington Street
Leeds, LS1 4DL
Bankers: Citibank, N.A,
CGC Centre, Canada Square
Canary Wharf, E14 5LB
Auditors: RSM UK Audit LLP
25 Farringdon Street,
London, EC4A 4AB
Legal advisors to the Company as to BVI law: Harneys Corporate Services Limited
Craigmuir Chambers
PO Box 71
Road Town, Tortola
VG1110, BVI
Legal advisors to the Company as to US and English law: Riverbank House C/O Fieldfisher LLP
2 Swan Lane
London
United Kingdom, EC4R 3TT
Registrars: Link Market Services (Guernsey) Limited,
PO Box 627,
St Peter Port,
Guernsey, GY1 4PP
Company Number: 2067083 (registered in BVI)
GLOSSARY OF TERMS
Terms Description
AISC All-In Sustaining Cost measures the total cost of producing an ounce of gold
AuEq The total value of all metals in a deposit as a gold equivalent
C1 Basic net direct cash costs for mining and processing to deliver a unit of
metal to market
CuEq The total value of all metals in a deposit as a copper equivalent
DTC Depository Trust Company
g One gram
LTIF Lost Time Injury Frequency measures the frequency of injuries resulting in
time lost from performing standard operational duties relative to total hours
worked over the period.
t One ton
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