REG - African Pioneer PLC - Final Results for period to 31 December 2025
30/04/2026 11:45
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RNS Number : 6182C African Pioneer PLC 30 April 2026
30 April 2026
African Pioneer Plc
("African Pioneer" or the "Company")
Final Results for period to 31 December 2025
African Pioneer plc, the exploration and resource development company with
advanced projects in Namibia, Botswana, and Zambia, reports its full year
results for the year ended 31 December 2025.
The Annual Report and Financial Statements for the year ended 31 December 2025
will shortly be available on the Company's website
at https://africanpioneerplc.com/ (https://africanpioneerplc.com/) . A copy
of the Annual Report and Financial Statements will also be uploaded to the
National Storage Mechanism where it will be available for viewing
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Please note that page references in the text below refer to the page numbers
in the Annual Report and Financial Statements.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
For further information, please contact:
African Pioneer Plc
Colin Bird Executive Chairman +44 (0) 20 3416 3695
Beaumont Cornish Limited (Financial Adviser)
Roland Cornish / Asia Szusciak
+44 (0) 20 7628 3396
AlbR Capital Limited (Joint Broker)
Jon Belliss +44 (0) 20 7399 9425
Shard Capital Partners LLP (Joint Broker)
Damon Heath +44 (0) 20 7186 9952
or visit https://africanpioneerplc.com/ (https://africanpioneerplc.com/)
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is Financial Adviser to the
Company in relation to the matters referred herein. Beaumont Cornish Limited
is acting exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish Limited, or
for providing advice in relation to the contents of this announcement or any
matter referred to in it.
KEY HIGHLIGHTS
· Consolidated Net assets - £ 4,467,588 (2024 - £ 4,640,962)
· Consolidated (Loss)/Profit - Loss - £ (612,466) (2024 - £
(650,973))
· The Group reports its results and raises funds in Pounds Sterling
(GBP).
· Its primary assets are in Namibia, Zambia, and Botswana
CHAIRMAN' STATEMENT
Dear Shareholder
African Pioneer continues to make progress in all aspects of its business and
have reached the point where the full potential of the Ongombo Project has
been determined. It is apparent that Ongombo, on a stand-alone basis, has
immense potential since it potentially has over 200,000 tonnes of contained
copper and is open ended. Fieldwork has indicated that the adjacent Ongeama
Project has potential to add to the overall resource as well as the open pit
potential.
There exists opportunity in the immediate area to acquire significant
additional ore resources, which could be fed to a central plant, which is our
ultimate objective but not essential for the viability of Ongombo. We are
about to embark upon drilling programs at both Ongeama and Ongombo.
During the period under review, we have received financing approaches
regarding Ongombo and are optimistic that we will be able to make an
investment decision during 2026. The order of magnitude of the mine is
expected to be annual copper production in the region of 10,000 tonnes
sustainable with production potential increasing according to resource
definition and acquisition. When designing the plant, the ability to expand
will be integrated into the mining design.
Our exploration and activities in Zambia have been revisited and whilst we
continue to investigate the potential for Kamoa style mineralisation, we have
not dismissed the potential for near surface bulk mining of a lower grade
copper. Drilling has demonstrated that this potential exists, but the
concept has been subordinated to the quest to identify Kamoa style
mineralisation. We will continue to explore in parallel both routes now that
the dry season has commenced.
We did not carry out any drilling programmes in Botswana during the year and
the licences are , under review by the Company in cooperation with its
external geological consultant with specific expertise of Botswanan copper
geology. The region represents a significant copper exploration and resource
development destination and as such all exploration ground has potential
strategic importance particularly in the case of African Pioneer which has
several licences in the general area.
During the year we raised £420K(gross) in February 2025 and post the period
end in February 2026 raised £1.8 m (gross).
More detailed information regarding the Company's operations and policies are
included in the following sections of the Financial Statements, Financial,
Corporate and Operational review, Director's report, Director's remuneration
report, Corporate Governance report and Strategic report.
Outlook: During late 2025, the copper price strengthened materially, reaching
levels in excess of US$11,000 per tonne and, at times, trading close to
US$12,000 per tonne, reflecting tightening supply conditions and strong demand
from electrification, renewable energy and infrastructure investment. Moving
into 2026, copper prices have remained elevated and volatile, with spot prices
generally trading in a range between US$12,000 and US$13,000 per tonne, and
market consensus forecasts continuing to point to structurally higher
long‑term price levels.
Notwithstanding this price volatility, forecasts for the price of copper and
its by‑product metals remain positive. The outlook for copper supply is
widely regarded as constrained, as a significant number of large‑scale
copper mining projects have been deferred or cancelled due to political,
regulatory and economic factors. This supply shortfall is expected to result
in the development of smaller but profitable mining operations and to increase
consolidation activity, with junior mining companies holding high‑quality
copper resources in stable jurisdictions becoming potential acquisition
targets for major mining groups.
Against this backdrop, the Board feels the Group has assembled an enviable
portfolio of projects is well positioned across its portfolio of projects,
particularly our Namibian projects, to benefit from a potential acquisition
cycle within the copper sector or, alternatively, to attract project financing
for the development of its own operations. We look forward to advancing all
our projects and providing our shareholders with the prospects of enhanced
value flowing into next year.
AGM and Resolutions: The resolutions for the forthcoming Annual General
Meeting will be contained in a separate Notice which will be made available to
shareholders and on the website https://africanpioneerplc.com/ , The Directors
will recommend shareholders to vote in favour of all the resolutions and a
form of proxy will be dispatched to all shareholders for this purpose.
Finally, I would like to thank my fellow directors and management for their
untiring efforts, in a difficult environment to make progressive progress.
Yours sincerely,
Colin Bird, Executive Chairman
African Pioneer Plc
29 April 2026
BOARD OF DIRECTORS
Colin Bird - Executive Chairman
Colin is a chartered mining engineer and a Fellow of the Institute of
Materials, Minerals and Mining with more than 40 years' experience in resource
operations management, corporate management, and finance. Colin has multi
commodity mine management experience in Africa, Spain, Latin America and the
Middle East. He has been the prime mover in a number of public company
listings in the UK, Canada and South Africa. His most notable achievement was
founding Kiwara Resources Plc and selling its prime asset, a copper property
in Northern Zambia, to First Quantum Minerals for US$260 million in January
2010.
Raju Samtani - Finance Director
Raju is currently also finance director of Bezant Resources Plc, traded on
AIM. His previous experience includes three years as Group Financial
Controller at marketing services agency WTS Group Limited, where he was
appointed by the Virgin Group to oversee their investment in the WTS Group
Ltd. He was also involved as founder shareholder and finance director of
Kiwara Plc which was acquired by First Quantum Minerals Ltd in January 2010.
Over the last few years, he has been involved in senior managerial positions
for several AIM/Johannesburg Stock Exchange listed companies predominantly in
the resource sector and has also been involved in FCA compliance work within
the investment business sector.
Christian Cordier - Business Development Director
Christian has had considerable involvement in corporate finance and
investments in both public and private mining and exploration companies for
over 26 years. His portfolio includes joint ventures with major international
mining houses, investments in listed companies in the United Kingdom,
Australia, Canada and Southern Africa as well as private mining operations. He
has extensive experience in sourcing natural resource projects and nurturing
them through the value curve by packaging and arranging venture funding,
managing the permitting and exploration process, negotiating off-take
agreements and the formation of a strong management team. He worked as CFO and
senior accountant as well as company secretary for private and public
companies and is a member of SA Institute for Professional Accountants
("SAIPA"). Christian has done various transactions in Coal, Platinum Group
Metals, Chrome, Copper, Silver, Potash, Phosphates, Diamonds, Gold, Lithium
and Manganese. Christian focuses on business development and wealth creation
for private and publicly listed companies in the mining and exploration
sector.
Kjeld Thygesen - Independent Non-Executive Director
Kjeld Thygesen is mining investment veteran of more than 45 years. After being
a mining analyst at James Capel in the latter half of the 1970's he was
manager of the commodities department at Rothschild Asset Management between
1980-89. In 1990 he formed Lion Resource Advisors (LRA) as a specialist
adviser in the mining and natural resource sectors. LRA was the advisor to the
Midas Fund in the US between 1992 - 2000, which was one of the top performing
finds during that period. From 2002-2008 he was Investment director of
Resources Investment Trust Limited, a London listed investment trust which
returned a threefold investment during that period. He has served on several
mining company boards over the past twenty years.
James Cunningham-Davis - Non-Executive Director
James Cunningham- Davis is a qualified solicitor who is currently
non-practising. He is the Founder and Managing Director of Cavendish Trust
Company Limited and Cavendish Secretaries Limited, both headquartered in the
Isle of Man. Through these firms, he oversees the delivery of a broad suite of
professional services to a diverse portfolio of private companies and publicly
listed entities across multiple jurisdictions, with particular focus on the
natural resources and mining, technology, and property sectors. He brings over
30 years of experience spanning international legal practice, corporate
finance, and professional services. Throughout his career, he has served as a
director of numerous private and publicly traded companies.
FINANCIAL CORPORATE AND OPERATIONAL REVIEW
INTRODUCTION
African Pioneer Plc a company engaging in development of natural resources
exploration projects in Sub-Saharan Africa presents its year-end results for
the year ended 31 December 2025.
The Directors are required to provide a year-end report in accordance with the
Financial Conduct Authorities ("FCA") Disclosure Guidance and Transparency
Rules ("DTR"). The Directors consider this Financial, Corporate and
Operational Review along with the Chairman's Report, the Strategic Review and
the Director's Report provides details of the important events which have
occurred during the period and their impact on the financial statements as
well as the outlook for the Company going forward.
The Company's short to medium term strategic objectives are to enhance the
value of its mineral resource Projects through exploration and technical
studies conducted by the Company or through joint venture or other
arrangements (such as the Option Agreement with First Quantum on its 4
North-West Zambian licences) with a view to establishing the Projects can be
economically mined for profit. With a positive global outlook for both base
and precious metals, the Directors believe that the Company's Projects provide
a base from which the Company will seek to add significant value through the
application of structured and disciplined exploration and development of the
Ongombo copper gold project in Namibia into an operating mine.
Financial Review
Financial highlights:
· Consolidated Loss: £612k loss after tax (2024: £651k - loss)
· Approximately £23k cash at bank at the period end (2024: £13k)
· The basic and diluted profit (losses) per share are summarised in the
table below
Profit (Loss) per share (pence)
2025 2024
Basic & Diluted Note 6 (0.23)p (0.29)p
· Net assets as at 31 December 2025 was £4.5m (31 December 2024
£4.6m)
Fundraisings and issue of shares:
On 10 February 2025 the Company announced it had raised £420,000 before
expenses at 1 pence per Ordinary Share ("Fundraising Price") through the issue
of 42,000,000 new Ordinary Shares of no par value each ("Ordinary Shares")
(the "Fundraising Shares"). Each participant in the Fundraising also
received one (1) warrant exercisable at 1.75 pence per ordinary share from 12
months to 36 months after admission on 13 February 2025 ("Admission") for each
Fundraising Share issued. The Company also issued a warrant to Shard Capital
Partners LLP to subscribe for a total of 2,100,000 new Ordinary Shares
exercisable at the Fundraising Price for a period of three years from
Admission.
On 13 February 2025 the Company issued 207,039 new Ordinary Shares to
Strategic Investments International Ltd a company controlled by PDMR Mike
Allardice at 3.5 pence per share to settle £7,246 of accrued fees and
1,000,000 new Ordinary Shares will be issued at the Fundraising Price to
settle £10,000 of accrued fees due to a consultant.
On 23 May 2025 the Company issued 5,970,149 Ordinary Shares at 0.67 pence to
settle £40,000 of accrued fees and 252,307 Ordinary Shares at 1.95 pence to
settle £4,920 of accrued fees.
Post the period end on 2 February 2026 the Company announced it had raised
£1,800,000 before expenses at 0.9 pence per Ordinary Share. Each participant
in this fundraising will, subject to general meeting approval, receive one (1)
warrant for each fundraising share issued exercisable at 1.6 pence each for
two years from 16 February 2026 . The issue of these warrants is conditional
on the passing of a resolution at a General Meeting to allow their issue.
The Company also issued a warrant to Shard Capital Partners LLP to subscribe
for a total of 2,973,750 new Ordinary Shares exercisable at 1.6 pence for a
period of two years from 16 February 2026 these broker warrants are not
subject to shareholder approval at a General Meeting.
Corporate Review
Company Board: The Board of the Company comprises Colin Bird, Executive
Chairman Raju Samtani, Finance Director Christian Cordier, Business
Development Director Kjeld Thygesen, Independent Non-executive Director James
Nicholas Cunningham-Davis, Non-executive Director
Listing: The Company was admitted to the Official List (by way of Standard
Listing under Chapter 14 of the Listing Rules) and commenced trading on the
Main Market for listed securities of the London Stock Exchange on 1 June 2021
(the "Listing" or "IPO. On 29 July 2024, the Listing Rules were replaced by
the UK Listing Rules ("UKLR") under which the existing Standard Listing
category was replaced by the Equity Shares (transition) category under Chapter
22 of the UKLR. Consequently, with effect from that date the Company is
admitted to Equity Shares (transition) category of the Official List under
Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main
Market for listed securities.
Corporate Transactions during the period: There were no corporate
transactions during the period.
Operational Review
The Company completed an Initial Public Offering (IPO) on the Standard List of
the London Stock Exchange and the acquisition of its projects in Zambia,
Namibia, and Botswana in 2021. The primary metal in all countries is
copper with by-product potential in all of our projects. In Zambia we have
potential for cobalt, in Namibia for gold and in Botswana for silver. In
2022 the Company granted an option to First Quantum in relation to 4 of the 5
Zambian exploration licences held by African Pioneer Zambia (the "First
Quantum Option Agreement"). On 16 October 2023 the Company announced that
First Quantum had exercised its option in relation to 2 of the 4 Zambian
exploration licences the subject of the First Quantum Option Agreement and on
16 February 2024 that First Quantum had issued an Option Exercise Notice in
relation to the 2 other Zambian exploration licences the subject of the First
Quantum Option Agreement. Prior to exercising its option First Quantum had
met is initial expenditure requirement by spending US500,000 on each of the
exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and
27771-HQ-LEL. An update on the First Quantum Option Agreement is provided in
the Post Period End and Outlook section of this report.
The Company's main focus during the period was on evaluating and advancing its
85% owned Namibian Projects, including the Ongombo mining licence application,
and Botswana Projects (100% owned) that are not the subject of options.
Namibia:
On 25 June 2025 the Company announced that it had received the official,
unconditional Mining Licence (ML 240) which is valid until 23 March 2045 for
its 85%-owned Ongombo Copper-Gold Project, located approximately 40 km
northeast of Windhoek in the Khomas Region of Namibia. The formal receipt of
the physical licence marked the final step in the government permitting
process and follows the award in early April 2025 of the Environmental
Clearance Certificate (ECC No. 2302356, dated 24 March 2025).
Key Highlights
· All required Namibian government approvals now formally granted
· Mining Licence No. 240 is fully active and unconditional and is
valid to 23 March 2045
· Company is engaging with external mining and resource advisors who
provided updated resource estimates for the open pit mineralisation who will
provide recommendations for infill drilling and colour locations that will
maximise increases in the global resource
· Planning discussions are ongoing with preferred mining contractor for
both open pit and underground mining. Specifically looking to build a
database of unit costs for key components of the mine plan to update the
financial model
The company is investigating nearby mining concessions which have known
resources and access. The company believes there is synergy between a number
of projects and that Ongombo can be enlarged by collaboration or acquisition
· Independent updated total (gross)* Indicated Mineral Resource Estimate
(MRE) of 5.7Mt at 1.1% Cu Equivalent (CuEq), 0.94% Cu and 0.23g/t Au and a
very substantial Inferred underground potential Resources of 23Mt at 1.1%
CuEq, 0.95% Cu and 0.24g/t Au as announced on 16 May 2023
· Advanced discussions with multiple parties about project level
funding of the Ongombo Project.
*gross representing 100% MRE and African Pioneer has 85% interest in the
Project
Optimisation studies have been undertaken by external consultant Sound Mining
with the mandate to investigate the potential for development of the Ongombo
Mineral Resource, to review the Addison geological block model, develop a set
of mine design criteria, complete a base case for optimisation and generate
sensitivity analysis of the base case under a range of operating scenarios.
The Addison Mineral Resource Estimate was based on a total of 295 drillholes
completed between 1988 and 1991 with a further 33 holes drilled between 2008
and 2014 followed by 54 holes drilled by African Pioneer. All drill data was
incorporated in Sound Mining's study.
Mine design criteria used assumed for the base case a discount rate of 10%,
and metal prices including copper at US$9,100 per tonne, gold at US$2,300 per
ounce and silver at US$28 per ounce. Payability factors of 82%, 70% and 0%
respectively were applied to all copper, gold and silver assumed to be
recovered.
Other mine design criteria included the following:
The resulting pit optimisation results returned the "Ultimate Pit" scenario:
When compared to the Mineral Resource (as at 16 May 2023), the optimisation increased the run of mine estimation by approximately 13 % and increased the estimated copper grade by approximately 124%.
The resulting 2024 Ultimate Pit resulted in the creation of two separate open
pits duly named the South and north Pits which better reflect a more realistic
mining methodology and recognise two separate phases on mining. Phased
development and preliminary planning indicates a preference for the
development of the North Pit in the first instance.
Further work required ahead of completion of a final mine plan and schedule
includes some geotechnical drilling and infill drilling especially in areas
where historically no gold assays were completed.
Project Background: The Ongombo project is situated in Exclusive Prospecting License (EPL) 5772 in the Khomas region of the Windhoek District of Namibia, 45 km from Windhoek, the capital of Namibia. The project area has relatively well-developed infrastructure on the farms Ongombo Ost and Ongombo West. The property is easily accessed by a tar road from Windhoek to Gobabis and then on a gravel road up to the project area. There is also a railway line from Gobabis to Walvis Bay, via Windhoek running parallel to the tarred road. The Ongombo Project is located 15km northeast from Otjihase Mine which consists of two underground mines (Otjihase and Matchless) and an 800ktpa copper concentrator.
The Ongombo project lies within the Matchless Member of the Kuiseb Formation,
a conspicuous assemblage of lenses of foliated amphibolites,
chlorite-amphibolite schist, talc schist and metagabbro. This belt, up to 5km
wide in the Otjihase area, stretches 350km east-north-eastwards in the
Southern Zone of the Damara Orogen from the Gorob - Hope area. The deposit is
generally described as a Besshi-type massive sulphide. These are described as
thin sheet-like bodies of massive to well-laminated pyrite, pyrrhotite, and
chalcopyrite within thinly laminated clastic sediments and mafic tuffs. At the
Ongombo project mineralisation occurs in one continuous zone approximately 7
km long and 0.5 - 1 km wide. The mineralisation zone dips consistently
15-20° northwest and plunges 5° northeast. Mineralisation is gradually
thinning westward.
On 25 June 2025 the Company announced that it had received the official,
unconditional Mining Licence (ML 240) which is valid until 23 March 2045 for
its 85%-owned Ongombo Copper-Gold Project, ML 240 is within EPL 5772 and the
pending renewal of EPL 5772 which expired on 1 February 2026 is reflected on
the Namibian Mines and Energy Cadastre Map Portal. The Company's 85% owned
subsidiary Manmar Investments One Three Six (Pty) Ltd holds EPL 6011 which
expires on 5 December 2026.
Zambia:
As mentioned above First Quantum has issued Option Exercise Notices in
relation to all 4 of the Zambian exploration licences having spent in excess
of US$500,000 on each of these 4 licences prior to issuing the Option Exercise
Notices.
The licence package the subject of the First Quantum Option Agreement covers
part of the north-western extension of the Zambian Copperbelt. The properties
are located within 80-100km of First Quantum's giant Sentinel copper mine, one
of the largest copper mines in Africa, with a reported Measured and Indicated
Resources of 891Mt @ 0.45% Cu. They also lie close to the Enterprise nickel
deposit (37.7Mt @ 1.03% Ni) which is being reportedly moved towards
development.
The Projects lie on the Lufilian Fold Belt in the Domes region of the Central
African Copperbelt, straddling the western boundary of the Kabompo Dome,
underlain principally by rocks of the Lower and Upper Roan, as well as the
stratigraphically higher Kundelungu and Nguba Groups. This geological package
is similar in age and rock type to that hosting the major copper deposits of
the Copperbelt, including Sentinel. Therefore, the licence areas are
considered to be strongly prospective for Copperbelt-type copper/cobalt and/or
nickel deposits. They are historically underexplored, representing the
westerly extension of the Copperbelt which has not been investigated in
detail, as previous work focussed primarily on the central part of the zone.
Highlights
· Drilling confirmed proof of concept that licences are in the right
lithology confirming Congo-style mineralisation.
· 4 diamond drill holes completed at the Turaco target for 1,297.1m.
· A 772.3m deep diamond drill hole completed over the Ikatu on an Audio
Magneto Telluric ("AMT") generated target. Awaiting results.
· 9 reverse circulation ("RC") holes drilled at the Chipopa target for
a total of 780m.
First Quantum continue to evaluate the licences under the option agreement
based on licence-wide geochemical analysis and drilling completed to date. A
number of targets have been identified, some of which warrant more detailed
follow up. This geological environment classified as the Fold and Thrust Belt
is complex and the Company benefits from the expertise and local knowledge
gained by First Quantum following years of exploration in the region. The Fold
and Thrust Belt and adjoining Western Foreland are currently the focus of
intense exploration and speculation from exploration companies of varying size
and the information being generated by African Pioneer and First Quantum
represents extremely valuable data and knowledge of a region with little
detailed exploration having taken place but where the exploration prize is
potentially significant.
First Quantum: is one of the world's top 10 copper producers operating in
several countries including Zambia where it owns the Sentinel and Kansanshi
mines in North west Zambia and is known for its specialist technical
engineering construction and operational skills which have allowed it to
develop and successfully run complex mines and processing plants. Colin Bird,
the chairman of African Pioneer, was a founder of and floated Kiwara Plc in
around 2008 which discovered copper in northwest Zambia and was sold to First
Quantum in January 2010 for U$260 million. First Quantum then developed the
Kiwara Plc projects into the Sentinel mine which is the world's 14(th) largest
copper mine.
BOTSWANA
The Botswana projects comprise 5 prospecting licences which have been renewed
through 31 March 2026 and are now pending renewal and comprise approximately
770 sq. km. in the Kalahari Copperbelt. If the all the prospecting licences
are not renewed then the Company would have to make an impairment provision
against the Groups exploration and evaluation asset in relation to its
Botswana project of £446K Whilst the exploration to date on the licences
which were the subject of the Sandfire Option Agreement does not currently
indicate prospectivity for a large-scale mining operation the Board believes
that there is prospectivity for a smaller to medium sized mining operation
targeting in the range of 5,000 to 10,000 tonnes of contained copper per
annum. Although too small for a large-scale miner a mine of this size would
fit very well into the demand for small to medium mines to help bridge the gap
in the predicted shortfall of copper to meet future projected demand.
All the Botswana licences are currently under review by the Company in
cooperation with its external geological consultant with specific expertise of
Botswanan copper geology. The region represents a significant copper
exploration and resource development destination and as such all exploration
ground has potential strategic importance particularly in the case of African
Pioneer which has several licences in the general area.
Sandfire Option Agreement: The Sandfire Option Agreement was announced on 4
October 2021 and was for two years from 2 October 2021 and relates to PL
100/2020, PL 101/2020, PL 102/2020 and PL 103/2020 (the "Included
Licences"). Sandfire paid US$500K and issued 107,272 Sandfire ordinary
shares to the Company at the time of entering into the Sandfire Option
Agreement. As announced on 29 September 2023 Sandfire notified the Company
that it would not be exercising its option under the Sandfire Option
Agreement. Sandfire's Exploration Commitment under the Sandfire Option
Agreement was to fund US$1 million of exploration expenditure on the Included
Licences (the "Exploration Commitment") within the Option Period with 60% of
the Exploration Commitment to be on drilling and assay costs. If the
Exploration Commitment is not spent, any shortfall is due to be paid by
Sandfire to African Pioneer. The Company is reviewing the Exploration
Commitment with Sandfire. Sandfire have confirmed that they will provide
Exploration Information that it holds in relation to the Included Licences.
POST PERIOD END EVENTS AND Outlook
Corporate Transactions: Post the year end First Quantum has informally
notified the Company that they will be looking to exit the First Quantum
Option Agreement due to First Quantum's current focus in Zambia being on their
mining operations. Prior to exercising its option First Quantum had met is
initial expenditure requirement by spending US500,000 on each of the
exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and
27771-HQ-LEL (the "Zambian Projects"). The Company has in the meantime
received interest from third parties in acquiring an interest in / jointly
developing its Zambian Projects and will be looking to conduct further
exploration work on the Zambian Projects where a number of targets which
have been identified.
Fundraising: Post the period end on 2 February 2026 the Company announced it
had raised £1,800,000 before expenses at 0.9 pence per Ordinary Share. Each
participant in this fundraising will, subject to general meeting approval,
receive one (1) warrant for each fundraising share issued exercisable at 1.6
pence each for two years from 16 February 2026 . The issue of these warrants
is conditional on the passing of a resolution at a General Meeting to allow
their issue. The Company also issued a warrant to Shard Capital Partners LLP
to subscribe for a total of 2,973,750 new Ordinary Shares exercisable at 1.6
pence for a period of two years from 16 February 2026 these broker warrants
are not subject to shareholder approval at a General Meeting.
The net proceeds from the February 2026 fundraising are planned to be used in
relation to the project activities with the main focus on the Ongombo and
Ongeama copper gold projects in Namibia, AFP's projects in Zambia and Botswana
and general working capital requirement of the group.
Information on the Company's Projects and work planned subject to ongoing
exploration results.
Namibia: Ongombo and Ongeama Resource Development Update
The Company has completed an in-house review of the Ongombo and adjoining
Ongeama copper - gold project and will now undertake a mine development drill
programme to provide final geotechnical data for both open pit and underground
detailed mine design together with resource drilling to confirm orebody
continuity aimed at extending the open pit footprint.
Highlights
· Current escalation in metal prices has warranted a mine design and
plant throughput capacity as project economics have benefitted from
substantial prices rises in all three relevant metals, copper, gold and
silver.
· Drilling has been proposed to facilitate detailed mine design for
both the Ongombo and Ongeama projects.
Drilling aims to increase the existing Ongombo starter pit (1.0Mt @ Cu 1.33%,
Au 0.17 g/t and Ag 6.3 g/t) with further up-dip extensions to the northeast of
the current pit outline
· Additional underground resources will benefit from closer spaced
drilling to provide geotechnical data for development planning, confirmation
of the most appropriate underground mining method and a reclassification of
the Mineral Resource.
Ongombo - Ongeama Programme
Work will be undertaken within Ongombo mining licence ML240 located within
exploration licence EPL5772 and the Ongeama exploration licence, EPL6011.
The original JORC (2012) Mineral Resource Estimate determined a total Resource
of 29 million tonnes at 1.1% CuEq ** Recent studies have also estimated a
starter open pit containing 1.0Mt @ Cu 1.33%, Au 0.17 g/t and Ag 6.3 g/t
Work planned comprises the following:
· Ongombo Eastern Shoot is open up-dip from historic drilling. The
proposed drilling will aim to delineate the mineralisation extension to
surface.
· Ongombo Ost North Shoot has been under-explored. A ground magnetic
geophysical survey will be undertaken following which a provisional drill
programme has been recommended.
· Ongeama South Project has defined higher grade mineralised shoots
within low-grade envelopes. Two shoots have been targeted to test the up-dip
extension towards surface.
Zambia: External Fold and Thrust Belt Exploration
· Ground Geophysics: Additional geophysical surveys planned to better
define drill targets within the 4 exploration licences
· Drill Programme: Targeting near-surface mineralisation broadly
defined by regional-wide geochemical surveys that highlighted extensive areas
anomalous in copper.
Botswana: The Company is continuing with its review of options and
strategies for these projects in consultation with an external geological
consultant with specific expertise of Botswanan copper geology. The region
represents a significant copper exploration and resource development
destination and as such all exploration ground has potential strategic
importance particularly in the case of African Pioneer which has several
licences in the general area.
Outlook for Copper: During late 2025, the copper price strengthened
materially, reaching levels in excess of US$11,000 per tonne and, at times,
trading close to US$12,000 per tonne, reflecting tightening supply conditions
and strong demand from electrification, renewable energy and infrastructure
investment. Moving into 2026, copper prices have remained elevated and
volatile, with spot prices generally trading in a range between US$12,000 and
US$13,000 per tonne, and market consensus forecasts continuing to point to
structurally higher long‑term price levels.
Notwithstanding this price volatility, forecasts for the price of copper and
its by‑product metals remain positive. The outlook for copper supply is
widely regarded as constrained, as a significant number of large‑scale
copper mining projects have been deferred or cancelled due to political,
regulatory and economic factors. This supply shortfall is expected to result
in the development of smaller but profitable mining operations and to increase
consolidation activity, with junior mining companies holding high‑quality
copper resources in stable jurisdictions becoming potential acquisition
targets for major mining groups.
Against this backdrop, the Board feels the Group has assembled an enviable
portfolio of projects and the Company is well positioned across its portfolio
of projects to benefit from a potential acquisition cycle within the copper
sector or, alternatively, to attract project financing for the development of
its own operations. We look forward to advancing all our projects and
providing our shareholders with the prospects of enhanced value flowing into
next year.
Colin Bird
Chairman
29 April 2026
DIRECTORS' REPORT
The directors present their report on the affairs of African Pioneer Plc (the
"Company") for the year ended 31 December 2025. The Company was incorporated
on 20 July 2012.
PRINCIPAL ACTIVITIES
The principal activity of the Company and its subsidiaries (the "Group") is
the exploration for and development of base metals project in Zambia, Namibia
and Botswana. In Namibia the Group's Ongombo project has a mining licence
through to 2045.
Investing in small natural resource projects and mineral exploration projects
can be very rewarding, but because of the issues and uncertainties arising
from exploration, resource estimation, commodity price volatility, politics
and the financing of such projects, there is a significant possibility of such
reward not materialising. As a result of the nature and size of the Company it
will, in the early years particularly, be exposed to a concentration of risk
either by sector or geographically, or possibly both. These risks are outlined
in more detail in the Strategic Report.
REVIEW OF THE BUSINESS
During the year, the Group made a loss of £612,466 - (2024: loss of
£650,974).
A review of the current and future development of the Group's business are
included in the Strategic Report.
The Directors do not recommend the payment of a dividend (2024: £nil).
SUBSEQUENT EVENTS
Details of subsequent events after the year end are disclosed in note 17 of
the financial statements
DIRECTORS
The names of the Directors who served throughout the period and subsequent to
the year end, are as follows:
C Bird
R. Samtani
C Cordier
K Thygesen
J Cunningham-Davis
Directors' interests in the ordinary share capital of the Company at the date
of this report are disclosed within the Directors Remuneration Report
DIRECTOR'S REMUNERATION
The Directors' remuneration is detailed in the Directors' Remuneration Report
on pages 19 to 22.
DIRECTORS' AND OFFICERS' INDEMNITY INSURANCE
The Group has purchased Directors' and Officers' liability insurance which
provides cover against liabilities arising against them in that capacity.
USE OF FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Details of the use of financial instruments and associated risk management by
the Group are included in note 3 to the financial statements.
SUBSTANTIAL SHAREHOLDINGS
Other than Directors interests which are set out below on a separate table in
this report, the following shareholders held 3% or more of the issued share
capital of the Company on 24 April 2026. These holdings are extracted as
they appear in the relevant custodian account on the Company's share register.
Registered Shareholder No. of shares Percentage
The Bank Of New York (Nominees) Limited * 80,309,871 15.33%
Vidacos Nominees Limited. IGUKCLT * 78,050,876 14.90%
GHC Nominees Limited * 61,114,558 11.67%
Vidacos Nominees Limited. FGN * 46,196,709 8.82%
Interactive Brokers LLC IBLLC2 * 28,205,587 5.38%
Securities Services Nominees Limited 2832050 * 24,277,778 4.63%
Hargreaves Lansdown (Nominees) Limited HLNOM * 20,421,677 3.90%
338,577,056 64.63%
*Nominee shareholder; not beneficial owner.
UK STREAMLINED ENERGY AND CARBON REPORTING
The Group's UK energy and carbon information is not disclosed as the Company
qualifies as it consumed less than 40MWh and is a Low Energy user in the UK as
defined in the Environmental Reporting Guidelines Including streamlined
energy and carbon reporting guidance March 2019 (Updated Introduction and
Chapter 1) and as such is not required to provide detailed disclosures of
energy and carbon information. The Company is based in the Isle of Man and
has no UK-based subsidiaries and its overseas subsidiaries, some of which own
exploration licences and conduct exploration activities outside the U.K. are
not required to report U.K. energy consumption in their own right. The Company
was also below this threshold in 2025.
POLITICAL DONATIONS
The Group made no political donations during the year (2024: none).
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO
THE AUDITORS AND DIRECTORS' RESPONSIBILITIES
The Directors (being Colin Bird-Chairman, Raju Samtani-Finance Director,
Christian Cordier-Business Development Director, Kjeld Thygesen -Independent
Non-Executive Director and James Cunningham-Davis Non-Executive Director, who
were in office at the date of approval of this report, confirm that, so far as
they are aware, there is no relevant audit information of which the Company's
auditor is unaware of and that they have taken all reasonable steps to take
themselves aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
The Directors are responsible for preparing the financial statements in
accordance with the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority ("DTR") and with International Financial
Reporting Standards as adopted by the United Kingdom.
The Directors confirm to the best of their knowledge that:
· the financial statements have been prepared in accordance with the
relevant financial reporting framework and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group and
the Company; and
· the Strategic Report and Directors' Report include a fair review of
the development and performance of the business and the financial position of
the Group and the Company, together with a description of the principal risks
and uncertainties that it faces; and
· the annual report and financial statements, taken as a whole, are
fair, balanced, and understandable and provide the information necessary for
shareholders to assess the Group's position, performance, business model and
strategy.
AUDITORS
The auditors, RPG Crouch Chapman LLP have indicated their willingness to
continue in office. A resolution to re-appoint them will be proposed at the
forthcoming Annual General Meeting.
Signed on behalf of the Board:
29 April 2026
Colin
Bird
Raju Samtani
Executive Chairman
Director
DIRECTORS' REMUNERATION REPORT
This Remuneration Report sets out the Group's policy on the remuneration of
Directors, together with details of Directors' remuneration packages and
service contracts for the year ended 31 December 2025.
The Company's policy is to maintain levels of remuneration to attract,
motivate, and retain Directors and Senior Executives of the highest calibre
who can contribute their experience to deliver industry-leading performance
with the Company's operations. The Company is nonetheless mindful of the need
to balance this objective with the fact that it is pre-revenue.
Since listing on 1 June 2021, the Company's Directors have largely remunerated
through a combination of modest salaries and/or fees and where relevant,
equity positions as founders and as a result the total salaries and fees
payable to directors has been relatively modest. Since listing the
Director's remuneration has remained the same and in light of this and the
fact that the Company has only been listed since 2021 it was not considered
meaningful to provide a Ten-year summary of CEO remuneration.
As the Company grows, and increasingly makes hires, it will become necessary
to move to a more long-term and sustainable policy, which continues to align
the interests of Directors and senior staff with those of shareholders while
recognising that new hires will not initially have a significant equity
position.
Accordingly, it is likely that compensation packages for Executive Directors
will need to move over time to a level more consistent with the market.
Currently, Directors' remuneration is not subject to specific performance
targets. The Company is sufficiently small that the Board does not consider
that it is necessary to impose such targets as a matter of principle but
believes that exceptional performance can be rewarded on an ad hoc basis.
The Board proposed and shareholders approved at the 2022 AGM a share option
scheme which is to incentivise both Executive and non-Executive Directors as
well individuals holding positions of responsibility in or whom are
consultants to the Company ("Share Option Scheme"). On 24 January 2023 the
Company announced that pursuant to the Share Option Scheme approved at the
Company's Annual General Meeting ("AGM") held on 23 August 2022 16,850,000
options over Ordinary Shares ("Options") were awarded, 6,600,000 of the
Options were awarded to directors of the Company, as detailed further in Note
15 and the balance of 10,250,000 Options to other eligible participants. The
Company had not previously issued any Options.
The 2024 Annual General Meeting also approved the Company establishing updated
incentive schemes to more closely align the interest of directors, officers,
employees and consultants ("Eligible Participants") with those of shareholders
by providing for the payment of short-term, annual and transaction incentive
awards in cash or Company shares (the "Proposed Incentive Schemes"). Awards
under the Proposed Incentive Schemes are not intended to replace the Share
Option Scheme arrangements. The Proposed Incentive Schemes shall continue in
place until the Board of the Company have put an alternative incentive scheme
to the Company's shareholders which the Company's shareholders have
approved.
The Proposed Incentive Schemes included Annual Incentive Awards: These will
be awarded to Eligible Participants with a minimum of 80% of their awards
being related to Company performance and the balance related to individual key
performance indicators determined by the Board until such time as a
remuneration committee is formed. The foregoing percentages are so as to more
closely align the annual incentive awards with the interest of shareholders
which is primarily increases in the Company's share price. Eligible
Participants annual incentive award based the Company performance will be
based on improvements in the Company's share price in the preceding 12-month
period ("Company Share Price Increase"). Following shareholder approval an
annual Company Share Price Increase measure was introduced with effect from 30
June 2024. The base share price for the Company Share Price Increase was 3.32
pence per share for the initial year being the higher of i) the VWAP for June
2024 and ii) the highest calendar monthly VWAP during the 12 months to 30 June
2024 in both cases multiplied by 120% (the "Initial Base Share Price"). In the
second and subsequent years the Company Share Price Increase will be "high
water marked" by the Base Share Price for the relevant year being the higher
of i) the Initial Base Share Price and ii) the highest Year End Share Price
(as defined below) for each previous year since the Initial Year multiplied by
120%. The year end share price for each year will be the 30 day VWAP in the
last month of the 12 month period (the "Year End Share Price"). The
participation rate in the Company Share Price Increase above the Base Share
Price for the applicable year will be 5% (the "Participation Rate"). In the
year ended 30 June 2025 there was no awards made under the Annual Incentive
Awards,
The Board considers the remuneration of Directors and senior staff and their
employment terms and makes recommendations to the Board of Directors on the
overall remuneration packages. No Director takes part in any decision directly
affecting their own remuneration. No third parties have been engaged to
advice the Board on remuneration and no discretion has been exercised in the
award of director's remuneration other than the issue of Options.
There has been no correspondence to date from shareholders relating to
Directors' remuneration matters and therefore no such matters have been
considered by the Board in formulating the Company's remuneration policy.
In determining Executive Director remuneration policy and practices, the Board
aims to address the following factors:
• Clarity - remuneration arrangements should be transparent and promote
effective engagement with shareholders and the workforce;
• Simplicity - remuneration structures should avoid complexity and
their rationale and operation should be easy to understand;
• Risk - remuneration arrangements should ensure reputational and
other risks from excessive rewards, and risks that can arise from
target-based incentive plans, are identified and mitigated;
• Predictability - the range of possible values of rewards to
individual directors and any other limits or discretions are identified and
explained at the time of approving the policy;
• Proportionality - the clarity of the link between individual
awards, the delivery of strategy and the long-term performance of the company
should be clear; and
• Alignment to culture - incentive schemes, when implemented will drive
behaviours consistent with company purpose, values and strategy.
Directors' remuneration
Remuneration of the Directors for the years ended 31 December 2025 and 2024
was as follows:
2025 2024
Total Total
Emoluments
Emoluments
Consulting Fees
Directors' Fees
£ £ £ £
C. Bird 18,000 42,000 60,000 60,000
R. Samtani 18,000 32,000 50,000 50,000
C Cordier 18,000 12,000 30,000 30,000
K Thygesen 18,000 - 18,000 18,000
James Cunningham-Davis 14,400 - 14,400 14,400
Total 86,400 86,000 172,400 172,400
Each of the Directors entered into service agreements at the time of the Company's admission to the market on 1 June 2021. Details of Directors' Letters of Appointment and Service Agreements as disclosed in Note 16 of these Financial Statements and to date no discretionary payments have been made to directors under these agreements.
There were no pensions or other similar arrangements in place with any of the
Directors during the years ended 31 December 2025 or 2024.
Payments to past directors
The Company did not pay any compensation to past Directors in 2025 and 2024.
DIRECTORS' INTERESTS
The beneficial interest of the directors, their spouses and minor children in
the share capital of the Company are as follows:
Ordinary Shares of No Par Value
Date of this report 31 December 2025 31 December 2024
C Bird* 42,270,061 24,492,284 24,492,284
R Samtani 33,580,245 18,395,061 18,395,061
J Cunningham-Davis*** - - -
C Cordier** 27,222,221 17,222,222 17,222,222
K Thygesen 9,033,333 1,033,334 1,033,334
* Colin Bird's shareholding includes 5,000,000 ordinary shares held by Campden
Park Trading, a company owned and controlled by Colin Bird, the Company's
Chairman
** Christian Cordier's shareholding is held via Tonehill Pty Ltd as trustee
for The Tonehill Trust, Coreks Super Pty Ltd as trustee for Coreks
Superannuation Fund both of which companies are owned and controlled by
Christian Cordier and by Breamline Pty Ltd of which Christian Cordier is a
director and which is a trustee company for Breamline Ministries
The Directors have also been granted fully vested options over ordinary shares detailed below, the options are exercisable at 4.5 pence per Ordinary Share and expire on 23 January 2033 one day prior to the tenth anniversary of the grant of the options. Further details of the terms of the options are in note 15
Directors No. of Options
Executive Directors:
Colin Bird Executive Chairman 5,000,000
Christian Cordier Commercial Director 500,000
Raju Samtani Finance Director 600,000
Non Executive Directors:
Kjeld Thygesen Independent 500,000
James Cunningham-Davis Nil
Total Directors 6,600,000
There have been no further changes in directors' interests in the Company's
shares since the year end other than those noted above.
Approved by the Board on 29 April 2026.
Coilin Bird
Executive Chairman
CORPORATE GOVERNANCE REPORT
The Board guides and monitors the business and affairs of the Company on
behalf of the Shareholders to whom it is accountable and is responsible for
corporate governance matters. While certain key matters are reserved for the
Board, it has delegated responsibilities for the day-to-day operational,
corporate, financial and administrative activities to the Business Development
Director, the Executive Chairman and the Finance Director.
In assessing the composition of the Board, the Directors have had regard to
the following principles:
· the role of the Executive Chairman and the other directors should not
be exercised by the same person;
· the Board should include at least one independent non-executive
director, increasing where additional expertise is considered desirable in
certain areas, or to ensure a smooth transition between outgoing and incoming
non-executive directors; and
· the Board should comprise of directors with an appropriate range of
qualifications and expertise.
The Company believes it complies with each of these principles.
Given the size and nature of the Company, and the fact that its only employees
are the members of the Board, the Company has not established a formal process
for evaluating Board performance. All directors have over 26 years' experience
in mining and exploration companies and remain actively involved in the sector
(save for James Cunningham- Davis who is a qualified solicitor
(non-practicing) with 30 years of experience. Board performance is instead
reviewed on an ongoing and informal basis through the assessment of
decision‑making effectiveness, and the Company's progress against its
strategic and operational objectives. The Board considers this approach to be
appropriate and proportionate for the Company at its current stage of
development.
Both James Cunningham-Davis and Kjeld Thygesen are the Non-Executive Directors
of the Company. James Cunningham-Davis is one of the directors of Cavendish
Secretaries Limited, a subsidiary of Cavendish Trust Company Limited, which
provides secretarial services to the Company in the Isle of Man and is
therefore for these purposes not considered independent.
Kjeld Thygesen has a holding of Ordinary Shares representing 1.7 per cent. of
the issued share capital and he is considered independent given this holding
is less than 3%.
Directors appointed by the Board are subject to election by shareholders at
the Annual General Meeting of the Company following their appointment and
thereafter are subject to re-election in accordance with the Company's
Articles of Association.
The QCA Corporate Governance Code, as published by the Quoted Companies
Alliance, is tailored for small and mid-size quoted companies in the United
Kingdom. The Company follows, to the extent practicable for a company of its
size and nature, follow the QCA Corporate Governance Code (2023). The
Directors are aware that there are currently certain provisions of the QCA
Corporate Governance Code that the Company is not in compliance with, given
the size and early stage nature of the Company. These include, inter alia:
· The Company does not currently have a remuneration, nomination or
risk committee. The Board as a whole will review remuneration, nomination and
risk matters, on the basis of adopted terms of reference governing the matters
to be reviewed and the frequency with which such matters are considered. The
Board as a whole will also take responsibility for the appointment of auditors
and payment of their audit fee, monitor and review the integrity of the
Company's financial statements and take responsibility for any formal
announcements on the Company's financial performance.
· Unless further independent non-executive directors are appointed, the
Board will not comply with the provision of the QCA Corporate Governance Code
that there should be an appropriate balance between executive and
non-executive directors. The recommendation is that the independent directors
should comprise at least half of the board an as a minimum there should be at
least two non-executive directors determined by the Board to be independent.
· The Executive Chairman of the Company is an executive director rather
than an independent non-executive director as suggested by the QCA corporate
governance code.
· Directors retire by rotation in accordance with the Articles of the
Company rather than all directors standing for re-election every year.
· In assessing the composition of the Board, the directors apply those
articulated in this report rather than all the QCA Code principles.
· The Directors remuneration report is included in these financial
statements but will not be put to an advisory vote at the forthcoming AGM
The Company holds board meetings as issues arise which require the
attention of the Board and also discuss matters amongst themselves prior to
passing written resolutions of all the Directors which happened 5 times during
the year. The Board is responsible for the management of the business of the
Company, setting the strategic direction of the Company and establishing the
policies of the Company. It is the Directors' responsibility to oversee the
financial position of the Company and monitor the business and affairs of the
Company, on behalf of the Shareholders, to whom they are accountable. The
primary duty of the Directors is to act in the best interests of the Company
at all times. The Board also addresses issues relating to internal control and
the Company's approach to risk management and has formally adopted an
anti-corruption and bribery policy.
The Board have allocated these responsibilities so that the executive
directors are responsible for the day‑to‑day management of the Company and
are closely involved in the oversight of exploration activities, engagement
with technical consultants, review of budgets and expenditure, regulatory
compliance and the execution of the Company's strategy. Their time commitment
is ongoing and reflects their operational responsibilities. The
non‑executive directors provide independent oversight, strategic guidance
and challenge to management, and are actively involved in reviewing corporate
transactions, financing activities and governance matters. Although not
engaged in daily operations, the non‑executive directors maintain regular
contact with the executive directors and advisers and dedicate sufficient time
to fulfil their duties effectively. The Board considers that the time
commitment of both executive and non‑executive directors which has not
changed from 2024 is appropriate to the Company's needs and that effective
governance is maintained through regular communication and involvement beyond
formal Board meetings
The Company's short to medium term strategic objectives are to enhance the
value of its mineral resource Projects through exploration and technical
studies conducted by the Company or through joint venture or other
arrangements (such as the Option Agreement with First Quantum on its 4
North-West Zambian licences) with a view to establishing the Projects can be
economically mined for profit. The experience and background of the
directors is summarised in the Board of Director's section of the financial
statements. The directors, other than James Cunningham-Davis, have between 26
and 40 years' experience in the mining and exploration industry, maintain and
update their skills and knowledge through ongoing involvement in active
exploration and development projects, regular engagement with technical
advisers and industry specialists, participation in industry conferences and
professional forums, and continuous review of regulatory, technical and market
developments relevant to the minerals sector. James Cunningham- Davis is a
qualified solicitor with 30 years of experience who is currently
non-practising and through the corporate services group he founded oversees
the delivery of a broad suite of professional services to a diverse portfolio
of private companies and publicly listed entities across multiple
jurisdictions, with particular focus on the natural resources and mining,
technology, and property sectors.
Share Dealing Code
The Company has adopted, with effect from Admission, a share dealing policy
regulating trading and confidentiality of inside information for the Directors
and other persons discharging managerial responsibilities (and their persons
closely associated) which contains provisions appropriate for a company whose
shares are admitted to trading on the Official List (particularly relating to
dealing during closed periods which will be in line with the Market Abuse
Regulation). The Company takes all reasonable steps to ensure compliance by
the Directors and any relevant employees with the terms of that share dealing
policy.
Audit Committee
The Audit Committee is chaired by James Cunningham-Davis and its other member
is Christian Cordier whose qualifications and experience is summarised in
their profiles in the Board of Directors on page 5. The Audit Committee
meets at least twice a year, or more frequently if required. The Audit
Committee is responsible, amongst other things, for making recommendations to
the Board on the appointment of auditors and the audit fee, monitoring and
reviewing the integrity of the Company's financial statements and any formal
announcements on the Company's financial performance as well as reports from
the Company's auditors on those financial statements.
In addition, the Audit Committee considers and reviews the Company's internal
financial control and risk management systems to assist the Board in
fulfilling its responsibilities relating to the effectiveness of those
systems, including an evaluation of the capabilities of such systems in light
of the expected requirements for any specific acquisition target.
The audit committee have received confirmations from RPG Crouch Chapman LLP of
their independence. RPG Crouch Chapman LLP were appointed as auditors in
relation to the 2023 accounts so have only been in office for three years and
have not provided any non-audit services to the Company or its
subsidiaries.. On this basis of the foregoing the audit committee consider
RPG Crouch Chapman LLP to be independent.
Meetings of the Directors
The number of meetings of the board of directors of the Company and its
committees held during the year ended 31 December 2025 and the number of
meetings attended by each director is tabled below.
2025
Meetings Meetings attended
Board Audit Board Audit
C. Bird 2 - 2 -
R. Samtani 2 - 2 -
J. Cunningham-Davis 2 2 2 2
K Thygesen 2 - 2 -
C. Cordier 2 2 2 2
2024
Meetings Meetings attended
Board Audit Board Audit
C. Bird 2 - 2 -
R. Samtani 2 - 2 -
J. Cunningham-Davis 2 2 2 2
K Thygesen 2 - 2 -
C. Cordier 2 2 2 2
Diversity Policy
The Board operates a policy whereby Directors and other individuals considered
for employment and professional services across the Group are selected on the
basis of their experience, professional qualifications and ability and a such
the Company does not discriminate on aspects such as age, gender or
educational and professional background.
The Company is a small exploration and development company and the Company's
only employees comprising of the 5 Board Directors who have been in office
since the Listing on 1 June 2021 and were the Board members on the basis of
whose experience and expertise investors invested in the Company at the time
of the Listing. The Company has at the date of these accounts not expanded
or changes the composition of its Board and accordingly has not met the
following targets on board diversity
(i) at least 40% of the individuals on its board of directors are women; and
(ii) at least one of the following senior positions on its board of directors
is held by a woman (A) the chair; (B) the chief executive; (C) the senior
independent director; or (D) the chief financial officer.
The Company has met the target that at least one individual on its board of
directors s from a minority ethnic background
The diversity composition of the Board is shown in the table below:
Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
Number of board members
Men 5 100 % 3 3 100%
Women 0 Nil - - Nil
Ethnic Background of Board members
Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
White British or other White (including minority-white groups) 4 80% 2 2 66%
Mixed/Multiple Ethnic Groups
Asian/Asian British 1 20% 1 1 33%
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/ prefer not to say
Ethnic Background of Board members
Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
White British or other White (including minority-white groups) 4 80% 2 2 66%
Mixed/Multiple Ethnic Groups
Asian/Asian British 1 20% 1 1 33%
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/ prefer not to say
Internal controls
The Board is responsible for establishing and maintaining the Group's system
of internal control. Internal control systems manage rather than eliminate the
risks to which the Group is exposed and such systems, by their nature, can
provide reasonable but not absolute assurance against misstatement or loss.
There is a continuous process for identifying, evaluating and managing the
significant risks faced by the Group. The key procedures which the Directors
have established with a view to providing effective internal control, are as
follows:
· Identification and control of business risks The Board identifies the
major business risks faced by the Group and determines the appropriate course
of action to manage those risks.
· Budgets and business plans Each year the Board approves the business
plan and annual budget. Performance is monitored and relevant action taken
throughout the year through the regular reporting to the Board of changes to
the business forecasts.
· Investment appraisal Capital expenditure is controlled by budgetary
process and authorisation levels. For expenditure beyond specified levels,
detailed written proposals must be submitted to the Board. Appropriate due
diligence work is carried out if a business or asset is to be acquired.
Environmental, Social and Governance (ESG) Policy
African Pioneer plc practises responsible exploration as reflected in our ESG
policy and our activities. By doing so we reduce project risk, avoid adverse
environmental and social impacts, optimising benefits for all stakeholders
while adding value to our projects.
Our business associates, consultants and contractors perform much of our
primary activities at our projects and therefore we require that all
representatives and contractors working on our behalf or for our subsidiaries
accept and adhere to the principles set out in this policy. We encourage input
from those with local knowledge and we review this policy on a regular basis.
Our ESG policy is guided by the Prospectors & Developers Association of
Canada's (PDAC) Framework for Responsible Exploration (known as e3 Plus) which
encourages mineral exploration companies to complement and improve social,
environmental and health and safety performance across all exploration
activities around the world.
Adopting Responsible Governance and Management: African Pioneer is committed
to environmentally and socially responsible mineral exploration and has
developed and implemented policies and procedures for corporate governance and
ethics. We ensure that all staff and key associates are familiar with these
and have the appropriate level of knowledge of these policies and procedures.
and has developed and implemented policies and procedures relating to
corporate governance, ethics and responsible business conduct. The Company
ensures that all directors, staff and key associates are familiar with these
policies and procedures and maintain an appropriate level of knowledge of
their application.
The Board recognises the importance of maintaining open and transparent
dialogue with all shareholders, including minority shareholders. Shareholders
are encouraged to engage with the Company through a range of channels,
including direct communication with the Board and management, attendance at
the Company's Annual General Meeting, and via the Company's website and
regulatory announcements. The Board seeks to ensure that the views of
shareholders are considered in decision‑making, where appropriate, and that
material matters are communicated clearly and in a timely manner.
During the period, the Company did not receive any formal shareholder feedback
requiring specific action by the Board. Accordingly, no material changes to
strategy, governance arrangements or operations were made as a direct result
of shareholder engagement during the year.
The Company employs persons and engages contractors with the required
experience and qualifications relevant to their specific tasks and, where
necessary, seeks the advice of specialists to improve understanding and
management of social, environmental, human rights and security, and health and
safety.
African Pioneer's Corporate Governance Statement can be viewed on our website
and the Company has an Anti-Bribery and Corruption policy and an Anti-Slavery
policy.
· Applying Ethical Business Practices: As well as our shareholders and
staff, our stakeholders include local communities and local leadership,
government and regulatory authorities, suppliers, contactors and consultants,
our local business partners and other interested parties. Our corporate
culture and policies require honesty, integrity, transparency and
accountability in all aspects of our work and when interacting with all
stakeholders.
The Company takes all necessary steps to ensure that activities in the field
minimise or mitigate any adverse impacts on both the environment and on local
communities.
· Respecting Human Rights: The exploration activities of African
Pioneer are carried out in line with applicable laws on human rights and the
Company does not engage in activities that have adverse human rights impacts.
· Commitment to Project Due Diligence and Risk Assessment: We make sure
we are informed of the laws, regulations, treaties and standards that are
applicable with respect to our activities. We ensure that relevant parties are
informed and prepared before going into the field in order to minimise the
risk of miscommunication, unnecessary costs and conflict, and to understand
the potential for creating opportunities with local communities where
possible.
· Engaging Host Communities and Other Affected and Interested
Parties: African Pioneer is committed to engaging positively with local
communities, regulatory authorities, suppliers and other stakeholders in its
project locations, and encourages feedback through this engagement. Through
this process, the Company develops and fosters the relationships on which our
business relies for success.
· Protecting the Environment: We are committed to ensuring that
environmental standards are met or exceeded in the course of our exploration
activities. Applicable laws and local guidelines in all project jurisdictions
are followed diligently and exploration programmes are only carried out once
relevant permits and approvals have been secured from the appropriate
regulatory bodies.
African Pioneer is committed to good practices in rehabilitation and repair
during its mineral exploration activities and, where possible, choose less
impactful exploration methods to limit disturbance.
· Safeguarding the Health and Safety of Workers and the Local
Population: Company activities are carried out in accordance with good
practice and applicable laws related to Health and Safety.
Environment Health, safety and community statement
The Group is committed to providing a safe working environment for all its
employees and to responsibly manage all of the environmental interactions of
its business. Its objective is to perform and achieve at a level notably in
excess of the regulatory minima required by the host countries in which it
does business.
The following specific principles are adhered to by the Group:
Health & Safety
• Provision of health and safety training to all employees;
• All necessary measures are taken to minimise workplace injuries, and
• Establishment of management and advisory programmes for the prevention of
transmissible diseases.
Environment
The Group prides itself on being a skilled and responsible operator. It
functions with the clear mandate of being in full compliance with, applicable
environmental laws, regulations and permit requirements. It has an internal
monitoring programme in place that plays a critical role in continuously
improving its environmental performance.
The Group strives to minimise its environmental effects wherever and to:
• Comply with applicable laws, regulations and commitments wherever
it operates;
• Ensure it has the necessary resources, procedures, training
programmes and responsibilities in place to achieve its environmental
objectives;
• Strive to protect air and water quality, minimise consumption of
water and energy, and protect natural habitats and biodiversity;
• Promote an ongoing environmental dialogue with its stakeholders in
the communities where it conducts business;
• Collaborate with stakeholders to define environmental priorities
and to protect the environment, and
• Consider the requirement for environmental protection in all
aspects of exploration and development.
Communities
As well as recognising the need to protect the natural environment the Group
follows best practices in:
• its interactions with local communities,
• respecting customs and cultural practices, and
• minimising intrusion upon lifestyles and traditions.
The Group will not violate human rights and will, wherever possible, favour
employment for local people when it recruits. It will strive to be recognised
as a socially aware and responsible business
Task Force on Climate-related Financial Disclosures (TCFD)
As in 2024 the Company has not included climate-related financial disclosures
consistent with any of the TCFD Recommendations and Recommended Disclosures,
as required by Listing Rule 14.3.27, neither in this annual financial report
or any other document as it has not yet established the metrics and obtained
the data to do this. Set out below is a summary of the Company's activities
and how the Company proposes to align with the TCFD recommendations. The
Company will provide an update of its alignment with the TCFD recommendations
in next year's Annual Report.
The Company's business strategy is to explore for and develop base metals
projects focusing on Southern Africa. Base metals are materials used to
produce diverse products used in modern living in a safe and sustainable
environment for all its stakeholders with a focus on copper projects. As an
organisation, we recognise the growing importance of understanding the impact
of climate change on the environment in which we operate and its potential
impact on the business.
TCFD was established in 2015 to improve and increase reporting of
climate-related financial information and to provide information to investors
about the actions companies are taking to mitigate the risks of climate
change, as well as to provide increased clarity on the way in which they are
governed.
The Company's exploration activities are "asset" light as the Company does not
own its drilling and exploration equipment and instead uses contractors and it
is a standard operating procedure for exploration activities to be conducted
in accordance with applicable environmental regulations. The effect of this
is that the Company's demand for and use of carbon fuels is very low though
its contractors will use carbon fuels. An opportunity arising for the
Company from climate change is that copper is projected to increase in
response to the global green energy transition in particular for electric
vehicles, charging stations and the generation and distribution of renewable
energy.
The Company is planning to adopt the TCFD framework and recommendations to the
extent that it is appropriate given the size of the company and its
activities. The framework is useful as a guide to understand how climate
change could impact a broad range of business drivers and will provide a
structured approach for the Group, to work towards embedding climate into our
decision-making and will enable us to learn from and apply best practice on
reporting and disclosures.
We see this as a means to increase the quality and transparency in our climate
related disclosures whilst taking the first steps on the roadmap of TCFD
reporting. We aim to ensure our stakeholders will have a better understanding
of the Company's operational and business resilience to climate change and how
we will incorporate the consideration of climate-related risks and
opportunities in our business model. The table below provides a brief
statement on our current thought process to understand and begin aligning with
the TCFD recommendations.
Governance: The Group's governance relating to climate-related risks and
opportunities is the responsibility of the Board.
Strategy: The actual and potential impacts of climate-related risks and
opportunities will have effects on the business policies, strategy and
financial planning of the Company.
Risk Management: The financial director is responsible for Company's risk
assessment and identifying, assessing, and managing climate related risks is
part of that function.
Metrics & Targets: The formulation of metrics and targets used to assess
and manage relevant climate related risks and opportunities will be
considered.
STRATEGIC REPORT
The Directors present their strategic report on the group for the year ended 31 December 2025.
PRINCIPAL ACTIVITY
African Pioneer Plc ("the Company") is a public limited company which is
listed on the main market of the London Stock Exchange and incorporated and
domiciled in the Isle of Man. The Company's registered address is 19-21
Circular, Douglas, Isle of Man IM1 1AF.
The Company is the parent company of African Pioneer Zambia Ltd (80% owned),
African Pioneer Chongwe Ltd (80% owned), Resource Capital Partners Pty Ltd
(100% owned) and Zamcu Exploration Pty Ltd (100% owned), which has an 85%
equity holding in Ongombo Mine (Pty) Limited and Manmar Investments One
Hundred and Thirty Six (Pty) Ltd. (see note 9 for further details).
The principal activity of the Company and its subsidiaries (the "Group") is
the exploration for base metals in Zambia, Namibia and Botswana which has not
changed during the period.
GOING CONCERN
As disclosed in Note 2 the Group made a loss from all operations for the year
ended 31 December 2025 after tax of £(612K) (2024: £651K). In February 2025,
the Company raised £420K (gross) and at the year end had cash of £22,753
(2024 £12,690) and post the year end on 2 February 2026 the Company raised
£1,800,000 (gross). An operating loss is expected in the year subsequent to
the date of these accounts and as a result the Company will need to raise
funding to provide additional working capital to finance its ongoing
activities. The management team has successfully raised funding for
exploration projects in the past, but there is no guarantee that adequate
funds will be available when needed in the future.
Based on its current cash balance of approximately £1.2M and the Board's
assessment that the Company will be able to raise additional funds, as and
when required, to meet its working capital and capital expenditure
requirements, the Board have concluded that they have a reasonable expectation
that the Group can, based on a cash flow forecast to 30 July 2027 which
anticipates future fundraising continue in operational existence for the
foreseeable future. For these reasons the financial statements have been
prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and discharge of liabilities
in the normal course of business.
However, the Group has not reached a contractual agreement to raise funds at
the date of this report, and this represents a material uncertainty that the
Group will be able to successfully raise additional funds and in the timeframe
required. This may cast significant doubt on the Group's and Company's ability
to continue as a going concern for the period to 30 June 2027.
KEY PERFORMANCE INDICATORS
The key performance indicators in assessing the completion of this activity
are monitored on a regular basis:
• Progress with exploration, monitoring licence commitments and
environmental compliance; and
• Cash management - ensuring that the Company is well funded and has
adequate cash to meet its obligations as they fall due.
REVIEW OF THE BUSINESS
Details of the Company's strategy, results and prospects are set out in the
Chairman's Statement on page 3 and in the Financial, Corporate and Operational
Review on page 6. There has been no significant change to the Company's
business model or the principal risks and uncertainties as summarised in this
report.
Financial highlights:
· £612k consolidated loss after tax (2024: £651k - loss)
· Approximately £23k cash at bank at the year-end (2024: £13k).
· The basic and diluted losses per share are summarised in the table
below
Profit/(Loss) per share (pence) 2025 2024
Basic & Diluted Note 6 (0.23)p (0.29)p
· The net assets of the Group at as at 31 December 2025 were £4.5m (31
December 2024 £4.6m)
PRINCIPAL RISKS AND UNCERTAINTIES
This business carries a high level of risk and uncertainty, although the
potential rewards can be outstanding. The Directors have identified the
following principal risks in regards to the Group's future. The relative
importance of risks faced by the Group can, and is likely to, change as the
Group executes its strategy and as the external business environment evolves
the strategy as may be required based on developments and exploration results.
Key elements of this process are the Group's reporting and Board meetings.
Strategic risk
The Group's strategy may not deliver the results expected by shareholders. The Directors regularly monitor the appropriateness of the strategy, taking into account both internal and external factors, together with progress in and modify.
Exploration risk
Exploration at the Namibia, Zambia and Botswana Projects may not result in success.
Whilst the Directors endeavour to apply what they consider to be the latest technology to assess projects, the business of exploration for and identification of minerals and metals, is speculative and involves a high degree of risk. The mineral and metal potential of the Group's projects in Namibia, Zambia and Botswana, may not contain economically recoverable volumes of minerals, base metals, or precious metals of sufficient quality or quantity. To mitigate this risk, the Group has acquired the rights to carry out exploration and earn an interest in certain licences in the specific areas.
Even if there are economically recoverable deposits, delays in the construction and commissioning of mining projects or other technical difficulties may make the deposits difficult to exploit. The exploration and development of any project may be disrupted, damaged or delayed by a variety of risks and hazards which are beyond the control of the Group. These include (without limitation) geological, geotechnical and seismic factors, environmental hazards, technical failures, adverse weather conditions, acts of God and government regulations or delays.
Exploration is also subject to general industrial operating risks, such as equipment failure, explosions, fires and industrial accidents, which may result in potential delays or liabilities, loss of life, injury, environmental damage, damage to or destruction of property and regulatory investigations. The Group may also be liable for the mining activities of previous miners and previous exploration works. Although the Group intends, itself or through its operators, to maintain insurance in accordance with industry practice, no assurance can be given that the Group or the operator of an exploration project will be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims. The Group may elect not to become insured because of high premium costs or may incur a liability to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.
Licensing and title risk
Governmental approvals, licences and permits are, as a practical matter, subject to the discretion of the applicable governments or government offices. The Group must generally and specifically in relation to future projects comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations by the permitting authorities. New laws and regulations, amendments to existing laws and regulations, or more stringent enforcement could have a material adverse impact on the Group's result of operations and financial condition. The Group's exploration activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitation.
Environmental and other regulatory risks
In relation to the Group's existing projects the environmental impact to date is limited to activities associated with exploration. The ultimate development of any project into a mining operation will inevitably impact considerably on the local landscape and communities. These projects sit in an area of considerable natural beauty and therefore there is likely to be opposition to mining by some parties. This may impact on the cost and/or Group's ability to sell or move these projects into production.
While the Group believes that its operations and future projects are currently, and will be, in substantial compliance with all relevant material environmental and health and safety laws and regulations, including relevant international standards, there can be no assurance that new laws and regulations, or amendments to, or stringent enforcement of, existing laws and regulations will not be introduced.
Nevertheless, the Group will continue to vigorously apply international standards to the design and execution of any and all of its activities, including engagement and consultation with local communities, and non-governmental and Governmental organisations to ensure any impacts of current and future activities are minimised and appropriately managed. The Group has organisations to ensure any impacts of current and future activities are minimised and appropriately managed. The Group has established a comprehensive suite of health, safety, environmental and community policies which will underpin all future activities.
Financing
The successful exploration or exploitation of natural resources on any project will require significant capital investment. The only sources of financing currently available to the Group are through the issue of additional equity capital in the Company convertible loans or through bringing in partners to fund exploration and development costs. The Group's ability to raise further funds will depend on the success of their investment strategy and conditions in financial and commodity markets. The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and, if such funding is unavailable, the Group may be required to reduce the scope of its investments or anticipated expansion.
Political, economic and regulatory regime
The licences and operations of the Group are in jurisdictions outside the United Kingdom and accordingly there will be a number of risks which the Group will be unable to control. Whilst the Group will make every effort to ensure it has robust commercial agreements covering its activities, there is a risk that the Group's activities will be adversely affected by economic and political factors such as the imposition of additional taxes and charges, cancellation or suspension of licences and changes to the laws governing mineral exploration and operations.
The Group's activities will be dependent upon the grant of appropriate licences, concessions, leases, permits, and regulatory consents that may be withdrawn or made subject to limitations. There can be no assurance that they will be granted or renewed or if so, on what terms. There is also the possibility that the terms of any licence may be changed other than as represented or expected.
The current focus of the Group's activities, offer stable political frameworks and actively support foreign investment. The countries have well-developed exploration and mining code and proactive support for foreign companies. Through a programme of proactive engagement with each Government at all levels the Group is able to partially mitigate these risks by establishing professional working relationships.
Dependence on key personnel
The Group is dependent upon its executive management team and various technical consultants. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions. Nevertheless, through programmes of incentivising staff, appropriate succession planning, and good management these risks can be largely mitigated.
Uninsured risk
The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that cannot be insured against or third-party claims that exceed the insurance cover. The Group may also be disrupted by a variety of risks and hazards that are beyond its control, including geological, geotechnical and seismic factors, environmental hazards, industrial accidents, occupation and health hazards and weather conditions or other acts of God.
Other business risks
In addition to the current principal risks identified above and those
disclosed in note 3 to the financial statements, the Group's business is
subject to risks relating to the financial markets and commodity markets. The
buoyancy of both the aforementioned markets can affect the ability of the
Group to raise funds for exploration. The Group has identified certain risks
pertinent to its business including:
Strategic and Economic:
• Business environment changes
• Limited diversification
Operational:
• Difficulty in obtaining / maintaining / renewing Licences / approvals
Commercial:
• Failure to maximise value from its Namibia/Zambia/Botswana projects
• Loss of interest in key assets
• Regulatory compliance and legal
Human Resources and Management:
• Failure to recruit and retain key personnel
• Human error or deliberate negative action
• Inadequate management processes
Financial:
• Restrictions in capital markets impacting available financial resources
• Cost escalation and budget overruns
• Fraud and corruption
The Directors regularly monitor such risks, using information obtained or
developed from external and internal sources, and will take actions as
appropriate to mitigate these. Effective risk mitigation may be critical to
the Group in achieving its strategic objectives and protecting its assets,
personnel and reputation. The Group assesses its risk on an ongoing basis to
ensure it identifies key business risks and takes measures to mitigate these.
Other steps include regular Board review of the business, monthly management
reporting, financial operating procedures and antibribery management systems.
The Group reviews its business risks and management systems on a regular basis
PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE
The Director's believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as detailed below.
• Consider the likely consequences of any decision in the long term
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company's employees,
• Foster the Company's relationships with suppliers, customers, and
others, and
• Consider the impact of the Company's operations on the community
and the environment.
Our Board of Directors remain aware of their responsibilities both within and
outside of the Group. Within the limitations of a Group with so few employees
we endeavour to follow these principles, and examples of the application of
the s172 are summarised and demonstrated below.
The Group operates as a mining exploration and development business which is
speculative in nature and at times may be dependent upon fund-raising for its
continued operation. The nature of the business is well understood by the
Company's members, employees and suppliers, and the Directors are transparent
about the cash position and funding requirements.
The Company is investing time in developing and fostering its relationships
with its key suppliers.
As a mining exploration company with future operations based in Namibia,
Zambia and Botswana, the Board intends to take seriously its ethical
responsibilities to the communities and environment in which it works.
The interests of future employees and consultants are a primary consideration
for the Board, and we have introduced an inclusive share-option programme
allowing them to share in the future success of the company. Personal
development opportunities are encouraged and supported.
OUTLOOK
During late 2025, the copper price strengthened materially, reaching levels in
excess of US$11,000 per tonne and, at times, trading close to US$12,000 per
tonne, reflecting tightening supply conditions and strong demand from
electrification, renewable energy and infrastructure investment. Moving into
2026, copper prices have remained elevated and volatile, with spot prices
generally trading in a range between US$12,000 and US$13,000 per tonne, and
market consensus forecasts continuing to point to structurally higher
long‑term price levels.
Notwithstanding this price volatility, forecasts for the price of copper and
its by‑product metals remain positive. The outlook for copper supply is
widely regarded as constrained, as a significant number of large‑scale
copper mining projects have been deferred or cancelled due to political,
regulatory and economic factors. This supply shortfall is expected to result
in the development of smaller but profitable mining operations and to increase
consolidation activity, with junior mining companies holding high‑quality
copper resources in stable jurisdictions becoming potential acquisition
targets for major mining groups.
Against this backdrop, the Board feels the Group has assembled an enviable
portfolio of projects and the Company is well positioned across its portfolio
of projects to benefit from a potential acquisition cycle within the copper
sector or, alternatively, to attract project financing for the development of
its own operations. We look forward to advancing all our projects and
providing our shareholders with the prospects of enhanced value flowing into
next year.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE AUDITORS
The directors are responsible for preparing the Report of the Directors and
the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under the law the directors have prepared the financial
statements in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union. Under company law the directors must
not approve the financial statements unless they are satisfied that the
financial statements give a true and fair view of the state of affairs and
profit or loss of the Company for that period. In preparing these financial
statements, the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable and
prudent;
• prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business;
• state whether applicable IFRS's have been followed, subject to any
material departures disclosed and explained in the financial statements.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006 and Article 4 of the IAS Regulation. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The directors confirm that:
• so far as each director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
• the directors have taken all the steps that they ought to have
taken as directors in order to make themselves aware of any relevant audit
information and establish that the auditors are aware of that information.
Legislation in the Isle of Man governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Signed on behalf of the Board:
29 April 2026
Colin
Bird
Executive Chairman
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AFRICAN PIONEER PLC FOR THE
YEAR ENDED 31 DECEMBER 2025
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 31 December 2025 and of
the Group's Loss for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards,
• the Parent Company financial statements have been properly
prepared in accordance with UK adopted international accounting standards and
as applied in accordance with the provisions of the Isle of Man Companies Act
2006; and
• the financial statements have been prepared in accordance with the
requirements of the Isle of Man Companies Act 2006.
We have audited the financial statements of African Pioneer (the 'Parent
Company') and its subsidiaries (the 'Group') for the year ended 31 December
2025 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Companies Statement of
Financial Position, the Consolidated Statement of Changes in Equity, the
Companies Statement of Changes in Equity, the Consolidated Statement of Cash
Flows, the Companies Statement of Cash Flows, the Company Statement of
Financial Position, the Company Statement of Changes in Equity, the Company
Statement of Cash Flows and notes to the financial statements, including
material accounting policy information. The financial reporting framework
that has been applied in their preparation is applicable law and UK adopted
international accounting standards and, as regards the Parent Company
financial statements, as applied in accordance with the provisions of the Isle
of Man Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with
the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as applied to
listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Conclusions relating to going concern
We draw your attention to Note 2 to the financial statements, which explains
that the Group and Parent Company are required to raise additional funds to
meet its working capital and capital expenditure requirements which has not
been secured at the date of approval of these financial statements. As
stated in Note 2, these events and conditions, along with other matters set
out in Note 2, indicate a material uncertainty that may cast significant doubt
on the Group and Parent Company's ability to continue as a going concern.
The financial statements do not include the adjustments that would result from
the basis of preparation being inappropriate. Our opinion is not modified in
respect of this matter.
Given the material uncertainty noted above and our risk assessment, we
considered going concern to be a key audit matter. In auditing the financial
statements, we have concluded that the Directors' use of the going concern
basis of accounting in the preparation of the financial statements is
appropriate.
Our evaluation of the Directors' assessment of the Group and the Parent
Company's ability to continue to adopt the going concern basis of accounting
and our response to this key audit matter included the following:
· Obtaining the going concern assessment, including the cash flow
forecasts for the going concern period and assessing the appropriateness of
the process undertaken by management in preparing the assessment;
· Reviewing the cash flow model adopted by Management to support
the going concern basis of preparation, the controls around the model and
sensitivities considered within the model;
· Corroborating the opening balance per cash flow forecast to bank
statements;
· Performing sensitivity analysis by including a repayment of the
group's borrowings and payables in the model to assess the impact on cash
balances;
· Making enquiries of management about the current repayment terms
of the Sanderson facility given the contractual maturity has lapsed and it has
not been restructured post year end;
· Challenging key assumptions and sensitivity scenarios used in the
model and cross referencing to the work performed in the impairment review for
consistency;
· Assessing the mathematical accuracy and integrity of the model;
· Reviewing evidence of post year-end funding activities; and
· Reviewing and challenging the proposed disclosure within the
financial statements for transparency.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Overview
2025 2024
Carrying value of the exploration & evaluation assets P P
Carrying value of investments (Parent company) P P
Key audit matters Going concern P P
Group financial statements as a whole
Materiality
£84,000 (2024: £82,000) based on 1.5% (2024: 1.5%) of gross assets.
Materiality
Group financial statements as a whole
£84,000 (2024: £82,000) based on 1.5% (2024: 1.5%) of gross assets.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, the applicable financial reporting framework and the Group's
system of internal control. On the basis of this, we identified and assessed
the risks of material misstatement of the Group financial statements including
with respect to the consolidation process. We then applied professional
judgement to focus our audit procedures on the areas that posed the greatest
risks to the group financial statements. We continually assessed risks
throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.
Components in scope
From our risk assessment and planning procedures, we determined which of the
Group's components were likely to include risks of material misstatement
relevant to the Group's financial statements. We then determined the type of
procedures to be performed at these components, and the extent to which
component auditors were required to be involved.
For components in scope, we used a combination of risk assessment procedures
and further audit procedures to obtain sufficient appropriate evidence. As
part of performing our Group audit, we have determined the components in scope
as follows:
Component Component Name Entity Group Audit Scope
1 Parent Company African Pioneer Plc Statutory audit and procedures on the entire financial information of the
component.
2 Botswana Resource Capital Partners Pty Ltd Procedures on one or more classes of transactions, account balances or
disclosures.
3 Zambia African Pioneer Zambia Ltd Procedures on one or more classes of transactions, account balances or
disclosures.
4 Namibia Manmar investments One Three Six (Pty) Ltd Procedures on one or more classes of transactions, account balances or
disclosures.
The remaining entities were not assessed as in the scope of the group audit.
In determining components, we have considered how components are organised
within the Group, and the commonality of control environments, legal and
regulatory framework, and level of aggregation associated with individual
entities. Whilst there is relative commonality of controls across the Group,
differences in jurisdictional risk, and the legal and regulatory frameworks
under which the entities operate, prevent the further amalgamation of
components.
The Group engagement team has performed all procedures directly, and has not
involved component auditors in the Group audit.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section, we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key audit matter How the scope of our audit addressed the key audit matter
Carrying value of Exploration and Evaluation Assets At 31 December 2025, the Group held exploration and evaluation assets with a
carrying amount of £5,608,941 (2024: £5,424,520).
We evaluated management's assessment of impairment indicators and challenged
whether this had been performed in accordance with IFRS 6. Our procedures
Note 3 - Accounting policies (Exploration assets) and Note 9 - Exploration and
included:
evaluation assets. The Directors are required to assess whether impairment indicators exist in
accordance with IFRS 6 and perform impairment testing if such indicators are · Reviewing management's assessment of impairment indicators,
identified. including licence expiry dates, renewal status, minimum expenditure
commitments and planned exploration activity;
· Obtaining evidence of legal title to exploration licences and
This assessment involves significant judgement, particularly in evaluating verifying that licences remained valid and in good standing, including
licence tenure, ongoing exploration activity, technical results, future evidence of renewals where applicable;
expenditure plans and broader macroeconomic factors such as commodity prices
and jurisdictional stability. There is a risk that impairment indicators may · Assessing budgets and forecasts to confirm that substantive
not be identified where they exist. expenditure is planned to continue exploration and maintain licence tenure;
· Reviewing technical reports, exploration results and progress
across the Group's project portfolio to assess whether results indicated
Given the financial significance of the balance and the level of judgement potential abandonment or impairment;
involved, we considered this to be a key audit matter.
· Considering broader macroeconomic and industry factors, including
commodity price trends and jurisdictional conditions, to identify any
additional indicators of impairment;
· Challenging key assumptions through discussions with management
and corroborating these with available supporting evidence;
· Evaluating whether the disclosures in the financial statements
appropriately reflect the key judgements and estimates involved.
Key observations:
We found the key judgements made by management in assessing the exploration
assets for impairment indicators to be reasonable. We noted that there are
pending licence renewals for certain exploration assets which are expected to
be forthcoming. If they were not received as expected that could lead to an
impairment indicator being identified.
Carrying value of Investments (Parent Company) The parent company holds material investments in subsidiaries, which are Our procedures in this area included:
carried at cost less accumulated impairment. The recoverable value of these
investments is inherently linked to the underlying value of the subsidiaries' · Agreeing opening balances to prior year audited financial
net assets, including exploration and evaluation assets. statements
Refer to Note 3 - Accounting policies and the parent company financial
statements. · Reviewing management's assessment of impairment indicators in
accordance with IAS 36
There is a risk that the carrying value of investments may be overstated if
impairment indicators are not identified or if the assumptions underpinning · Assessing the recoverability of investments by reference to the
any assessment are inappropriate. This area requires significant judgement, underlying net asset position of subsidiaries and consistency with Group-level
particularly given the reliance on exploration asset valuations. impairment conclusions
· Challenging key assumptions, including project status, licence
position, development plans and commodity outlook
We therefore considered this to be a key audit matter.
· Considering whether any impairment recognised at Group level
should be reflected in the parent company valuation
· Reviewing post year-end events and other available information
for additional indicators of impairment
Key observations:
Based on the procedures performed, we are satisfied that management's
assessment of impairment is reasonable and that the carrying value of
investments is appropriately stated as at 31 December 2025. No impairment has
been identified and no material misstatements have been noted.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group financial statements Parent company financial statements
2025 2024 2025 2024
£ £ £ £
Materiality 84,000 82,000 71,000 65,000
Basis for determining materiality
1.5% of Gross Assets 1.5% of Gross Assets
Rationale for the benchmark applied We consider total assets to be the most significant determinant of the Group's
financial performance for users of the financial statements, as the Group
continues to develop its exploration projects.
Performance materiality 54,600 61,500 46,000 49,000
Basis for determining performance materiality 65% of Group Materiality 75% of Group Materiality 65% of Group Materiality 75% of Group Materiality
Rationale for the percentage applied for performance materiality The level of performance materiality was set after considering a number of
factors including the expected value of known and likely misstatements and
Management's attitude towards proposed misstatements based on past audits.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality
for each component of the Group, apart from the Parent Company whose
materiality and performance materiality are set out above, based on a
percentage of 65% Group performance materiality dependent on a number of
factors including the size of the component and our assessment of the risk of
material misstatement of that component.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £4,200 (2024: £4,100). We also agreed to
report differences below this threshold that, in our view, warranted reporting
on qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the document entitled "Annual Report and
Financial Statements For the year ended 31 December 2025" other than the
financial statements and our auditor's report thereon. 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 Statement of Directors' responsibilities, 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 and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
· Our understanding of the Group and the industry in which it operates;
· Discussion with management and those charged with governance, and;
· Obtaining an understanding of the Group's policies and procedures
regarding compliance with laws and regulations,
we considered the significant laws and regulations to be the Isle of Man
Companies Act 2006, UK-adopted International Accounting Standards, tax
legislation, FCA Listing Rules, the Bribery Act 2010, and terms and
requirements included in the Group's exploration and evaluation licences.
The Group is also subject to laws and regulations where the consequence of
non-compliance could have a material effect on the amount or disclosures in
the financial statements, for example through the imposition of fines or
litigations. We identified such laws and regulations to be tax legislation.
Our procedures in respect of the above included:
· Review of minutes of Board meetings for any instances of
non-compliance with laws and regulations;
· Review of correspondence with regulatory and tax authorities for any
instances of non-compliance with laws and regulations;
· Review of financial statement disclosures and agreeing to supporting
documentation;
· Involvement of tax specialists in the audit, and;
· Review of legal expenditure accounts to understand the nature of
expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
· Enquiry with management and those charged with governance regarding
any known or suspected instances of fraud;
· Obtaining an understanding of the Group's policies and procedures
relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
· Review of minutes of Board meetings for any known or suspected
instances of fraud;
· Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements;
· Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material misstatement due
to fraud;
Based on our risk assessment, we considered the areas most susceptible to
fraud to be management override of controls through inappropriate journal
entries and bias in key estimates in judgements.
Our procedures in respect of the above included:
· Enquiring with management and those charged with governance regarding
any known or suspected instances of fraud;
· Reviewing minutes of meetings of those charged with governance for
any known or suspected instances of fraud;
· Testing a sample of journal entries throughout the year, which met a
defined risk criteria, by agreeing to supporting documentation;
· Reviewing the Group's year end adjusting entries, consolidation
entries and investigating any that appear unusual as to nature or amount by
agreeing to supporting documentation; and
· Assessing the significant judgement and estimates made by Management
for bias (refer to Going Concern and Carrying value of the Exploration &
Evaluation assets key audit matters).
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are
to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities
(http://insite.bdo.co.uk/sites/audit/Documents/www.frc.org.uk/auditorsresponsibilities)
. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Isle of Man Companies Act 2006.
Our audit work has been undertaken so that we might state to the Parent
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
Parent Company and the Parent Company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Paul Randall (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP, Statutory Auditor
London, UK
29 April 2026
RPG Crouch Chapman LLP is a limited liability partnership registered in
England and Wales (with registered number OC375705).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
Notes Year ended 31 December 2025 Year ended 31 December 2024
£ £
CONTINUING OPERATIONS
Income:
Dividend receivable - -
Realised gain on sale of investments - -
Unrealised loss on investments
Total Income - -
Administrative expenses
Administrative expenses 4 (556,578) (650,973)
Total Administrative Expense (556,578) (650,973)
OPERATING (LOSS)FOR THE YEAR (556,578) (650,973)
Finance Expense 7 (55,888) -
Interest income - -
(LOSS) BEFORE TAX (612,466) (650,973)
Taxation 7 - -
NET (LOSS) FOR THE YEAR (612,466) (650,973)
Other comprehensive income:
Other comprehensive income - -
(Loss)/Profit for the financial year
Items that may be reclassified to profit or loss:
Foreign currency reserve movement 926 55,814
Total comprehensive (loss) for the financial year (611,540) (595,159)
Attributable to: (611,540) (595,159)
Owners of the Company
Non-controlling interest - -
(611,540) (595,159)
Basic & Diluted loss per share 6 (0.23) p (0.29) p
All results are derived from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Notes Year ended Year ended As at
31 December 2025 31 December 2024 1 January 2024
£ £ £
Restated Restated
(Note 2) (Note 2)
NON-CURRENT ASSETS
Exploration and evaluation assets 9 5,608,941 5,424,520 5,221,534
Total Non-Current Assets 5,608,941 5,424,520 5,221,534
CURRENT ASSETS
Trade and other receivables 10 21,656 20,584 12,026
Cash and cash equivalents 22,753 12,690 372,156
Total Current Assets 44,409 33,274 384,182
TOTAL ASSETS 5,653,350 5,457,794 5,605,716
CURRENT LIABILITIES
Trade and other payables 11 (1,033,959) (663,976) (269,313)
Borrowings 12 (50,000) (50,000) -
Taxation 7 (101,802) (102,856) (122,222)
Total Current Liabilities (1,185,761) (816,832) (391,535)
NET CURRENT (LIABILITIES) (1,141,352) (783,558) (7,353)
TOTAL LIABILITIES (1,185,761) (816,832) (391,535)
NET ASSETS 4,467,588 4,640,962 5,214,181
EQUITY
Share capital 13 6,744,311 6,306,145 6,247,022
Warrant reserve 14 328,070 328,070 365,253
Foreign exchange reserve (61,703) (62,629) (118,443)
Retained earnings (3,230,438) (2,617,972) (1,966,999)
3,780,240 3,953,614 4,526,833
Non controlling interest 687,348 687,348 687,348
TOTAL EQUITY 4,567,588 4,640,962 5,214,181
The notes on pages 54-78 are an integral part of these financial statements.
The financial statements of African Pioneer Plc (registered number 008591V)
were approved by the board on 29 April 2026 and signed on its behalf by:
C
Bird
R Samtani
Executive
Chairman
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share capital Retained earnings Foreign exchange reserve Other reserves Attributable to shareholders Non Total Equity
Controlling interest
£ £ £ £ £ £ £
As at 1 January 2024 6,247,022 (1,966,999) (118,443) 365,253 4,526,833 687,348 5,214,181
Loss for the year - (650,973) (650,973) (650,973)
Foreign exchange reserve 55,814 55,814 55,814
Share based payment charge 37,183 - (37,183) - - -
Total comprehensive loss for the year 37,183 (650,973) 55,814 (37,183) (595,159) (595,159)
Net proceeds from shares issued 21,940 - - - 21,940 - 21,940
As at 31 December 2024 6,306,145 (2,617,972) (62,629) 328,070 3,953,614 687,348 4,640,962
As at 1 January 2025 6,306,145 (2,617,972) (62,629) 328,070 3,953,614 687,348 4,640,962
Loss for the year - (612,466) (612,466) (612,466)
Foreign exchange reserve 926 926 926
Total comprehensive loss for the year (612,466) 926 (611,540) (611,540)
Net proceeds from shares issued 438,166 - - - 438,166 - 438,166
As at 31 December 2025 6,744,311 (3,230,438) (61,703) 328,070 3,780,240 687,348 4,467,588
The notes on pages 54-78 are an integral part of these financial statements.
For the year ended 31 December 2025
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes Year ended Year ended
31 December 2025 31 December 2024
£ £
CASH FLOW FROM OPERATIONS
Profit/(Loss) before taxation (612,466) (650,974)
Adjustments for:
Interest expense - -
Operating (loss) before movements in working capital (612,466) (650,974)
(Increase in receivables) (1,072) (8,557)
Increase in payables 432,149 394,662
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (181,389) (264,869)
TAXATION PAID
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of Exploration and evaluation assets (184,421) (202,986)
NET CASH INFLOW FROM INVESTING ACTIVITIES (184,421) (202,986)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of shares, net of issue costs 376,000 21,940
Proceeds from Borrowings - 50,000
NET CASH INFLOW FROM FINANCING ACTIVITIES 376,000 71,940
Net (decrease)/increase in cash and cash equivalents in the period 10,190 (395,915)
Effect of foreign exchange rate changes (127) 36,449
Cash and cash equivalents at the beginning of the period 12,690 372,156
22,753 12,690
Cash and cash equivalents at the end of the period
The notes on pages 54-78 are an integral part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Notes 31 December 2025 31 December 2024 As at 1 January 2024
£ £ £
Restated Restated
NON-CURRENT ASSETS
Investment in subsidiaries 9 2,796,500 2,796,500 2,796,500
Total Non-Current Assets 2,796,500 2,796,500 2,796,500
CURRENT ASSETS
Trade and other receivables 10 1,933,507 1,834,973 1,712,138
Cash and cash equivalents 22,605 12,276 371,525
Total Current Assets 1,956,112 1,847,249 2,083,663
TOTAL ASSETS 4,752,612 4,643,749 4,880,163
CURRENT LIABILITIES
Trade and other payables 11 (1,307,457) (1,014,824) (648,256)
Borrowings 12 (50,000) (50,000) -
Total Current Liabilities (1,357,457) (1,064,824) (648,256)
NET CURRENT 598,655 782,424 1,435,407
ASSETS / (LIABILITIES)
TOTAL LIABILITIES (1,357,457) (1,064,824) (648,256)
NET ASSETS 3,395,155 3,578,925 4,231,907
EQUITY
Share capital 13 6,744,311 6,306,145 6,247,022
Warrant reserve 14 328,070 328,070 365,253
Retained earnings (-3,677,226) (3,055,290) (2,380,368)
TOTAL EQUITY 3,395,155 3,578,925 4,231,907
The notes on pages 54-78 are an integral part of these financial statements.
The financial statements of African Pioneer Plc (registered number 008591V)
were approved by the board on 29 April 2026 and signed on its behalf by:
C
Bird
R Samtani
Executive
Chairman
Director
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share capital Retained earnings Warrant reserve Total equity
£ £ £ £
As at 1 January 2024 6,247,022 (2,380,368) 365,253 4,231,907
Loss for the year - (674,922) (674,922)
Share based payment charge 37,183 - (37,183) -
Total comprehensive loss for the year 37,183 (674,922
(37,183) (674,922)
Net proceeds from shares issued 21,940 - - 21,940
As at 31 December 2024 6,306,145 (3,055,290) 328,070 3,578,925
As at 1 January 2025 6,306,145 (3,055,290) 328,070 3,578,925
Loss for the year - (621,936) (621,936)
Total comprehensive loss for the year
- (621,936) (621,936)
Net proceeds from shares issued 438,166 - - 438,166
As at 31 December 2025 6,744,311 (3,677,226) 328,070 3,395,155
The notes on pages 54- 78 are an integral part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS
For the year ended 31 December 2025
Notes Year ended Year ended
31 December 2025 31 December 2024
£ £
CASH FLOW FROM OPERATIONS
Profit/(Loss) before taxation (621,936) (674,923)
Adjustments for:
Interest expense - -
Operating (loss) before movements in working capital (621,936) (674,923)
(Increase) in receivables (1,073) (8,557)
Increase in payables 376,262 394,680
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (246,747) (288,800)
TAXATION PAID
CASH FLOW FROM INVESTING ACTIVITIES
Interest received - -
Increase / (decrease) in loans to subsidiaries (118,924) (142,389)
- -
NET CASH INFLOW FROM INVESTING ACTIVITIES (118,924) (142,389)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of shares, net of issue costs 376,000 21,940
Proceeds from borrowings - 50,000
NET CASH INFLOW FROM FINANCING ACTIVITIES 376,000 71,940
Net increase/(decrease) in cash and cash equivalents in the period 10,329 (359,249)
Cash and cash equivalents at the beginning of the period 12,276 371,525
22,605 12,276
Cash and cash equivalents at the end of the period
The notes on pages 54-78 are an integral part of these financial statements
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. GENERAL INFORMATION
This financial information is for African Pioneer Plc ("the Company") and its
subsidiary undertakings. The principal activity of African Pioneer Plc (the
'Company') and its subsidiaries (together the 'Group') is the development of
natural resources exploration projects in Sub-Saharan Africa.
The Company is a public limited company and was listed on to the Official List
(Standard Segment) and commenced trading on the Main Market for listed
securities of the London Stock Exchange on 1 June 2021 and is currently listed
on the FCA's Official List Equity Shares (transition) Category. The Company is
domiciled in the Isle of Man and was incorporated on 20th July 2012 under the
Isle of Man Companies Act 2006 with company registration number 00859IV, and
with registered address being 19-21 Circular, Douglas, Isle of Man IM1 1AF.
2. ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared under the historical cost
convention except for the measurement of certain non-current asset investments
at fair value. The measurement basis and principal accounting policies of the
Group are set out below. The financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) issued by
the International Accounting Standards Board (IASB) and endorsed by the UK
Endorsement Board.
New and amended IFRS Standards that are effective for the current year
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective from 1 January 2024,
none of which have a material impact on these financial statements.
New and revised IFRS Standards in issue but not yet effective
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to apply early.
The following amendments were not effective for the year ended 31 December
2025:
· IAS 1 (Amendments) - Classification of Liabilities as Current or
Non-current (effective date 1 January 2027
· IAS 7 and IFRS 7 (Amendments) - Supplier Finance Arrangements
(effective date 1 January 2027)
· IFRS 10 and IAS 28 (Amendments) - Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (effective date
deferred indefinitely)
· IFRS 18 - Presentation and Disclosure in Financial Statements
(effective 1 January 2027)
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures
(effective date 1 January 2027)
It is not expected that the amendments listed above, once adopted, will have a
material impact on the financial statements
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has power over the investee, is exposed or has
rights to variable returns from its involvement with the investee and has the
ability to use its power to affect its returns.
The results of subsidiaries acquired or disposed of are included in the
consolidated Statement of Comprehensive Income from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with those used by
other members of the Group.
All intragroup assets and liabilities, equity, income, expenses, and cash
flows relating to transactions between members of the Group are eliminated in
full on consolidation.
Profits/(losses) attributable to non-controlling interests are shown
separately in the Statement of Comprehensive income and the portion of net
assets attributable to non-controlling interest is shown on the Statement of
Financial Position.
Going concern
The Group made a loss from all operations for the year ended 31 December 2025
after tax of £(612k) (2024: £651k). In February 2025, the Company raised
£420k (gross) and at the year end had cash of £22,753 (2024 £12,690) and
post the year end on 2 February 2026 the Company raised £1,800,000 (gross).
An operating loss is expected in the year subsequent to the date of these
accounts and as a result the Company will need to raise funding to provide
additional working capital to finance its ongoing activities. The management
team has successfully raised funding for exploration projects in the past, but
there is no guarantee that adequate funds will be available when needed in the
future.
Based on its current cash balance of approximately £1.1M and the Board's
assessment that the Company will be able to raise additional funds, as and
when required, to meet its working capital and capital expenditure
requirements, the Board have concluded that they have a reasonable expectation
that the Group can, based on a cash flow forecast to 30 July 2027 which
anticipates future fundraising, continue in operational existence for the
foreseeable future. For these reasons the financial statements have been
prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and discharge of liabilities
in the normal course of business.
However, the Group has not reached a contractual agreement to raise funds at
the date of this report, and this represents a material uncertainty that the
Group will be able to successfully raise additional funds and in the timeframe
required. This may cast significant doubt on the Group's and Company's ability
to continue as a going concern for the period to 30 June 2027.
There is a material uncertainty relating to the conditions above that may cast
significant doubt on the Group's ability to continue as a going concern and
therefore the Group may be unable to realise its assets and discharge its
liabilities in the normal course of business.
This financial report does not include any adjustments relating to the
recoverability and classification of recorded assets amounts or liabilities
that might be necessary should the entity not continue as a going concern.
Exploration assets accounting policy
The Company's exploration assets accounting policy is in line with IFRS6.
Exploration, evaluation and development expenditure incurred is accumulated in
respect of each identifiable area of interest. These costs are only carried
forward to the extent that they are expected to be recouped through the
successful development of the area or where activities in the area have not
yet reached a stage which permits reasonable assessment of the existence of
economically recoverable reserves. Accumulated costs in relation to an
abandoned area are written off in full in the year in which the decision to
abandon the area is made. When technical feasibility and commercial viability
of extracting a mineral resource are demonstrable the accumulated costs for
the relevant area of interest are transferred to development assets and
amortised over the life of the area according to the rate of depletion of the
economically recoverable reserves. A regular review is undertaken of each area
of interest to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.
Valuation of investments
The company has adopted the provisions of IFRS9 and has elected to treat all
available for sale investments at fair value with changes through the profit
and loss.
Available-for-sale investments under IFRS9 are initially measured at fair
value plus incidental acquisition costs. Subsequently, they are measured at
fair value in accordance with IFRS 13. This is either the bid price or the
last traded price, depending on the convention of the exchange on which the
investment is quoted. All gains and losses are taken to profit and loss.
Equity and reserves
An equity instrument is any contract that evidences a residual interest in the
assets of a company after deducting all of its liabilities. Equity instruments
issued are recorded at the proceeds received net of direct issue costs.
Share capital represents the amount subscribed for shares with no par nominal
value. Any transaction costs associated with the issuing of shares are
deducted from share capital, net of any related income tax benefits.
Foreign exchange reserve - amounts arising on re-translating the net assets of
overseas operations into the presentational currency
The capital contribution reserve represents the value of the equity component
of loans made from parent undertakings.
The warrant reserve presents the proceeds from issuance of warrants, net of
issue costs. Warrant reserve is non-distributable and will be transferred to
share capital account and accumulated losses upon exercise of warrants. Shares
to be issued reserve arises on the timing difference between the Company
making a commitment to issue shares and the shares being issued. Once the
shares are issued a transfer is made to the share capital account. Accumulated
losses include all current and prior period results as disclosed in the
statement of comprehensive income, less dividends paid to the owners of the
parent.
Functional and presentational currency
The presentation and functional currency of the Company is Sterling.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to
the statement of comprehensive income except for expenses incurred on the
acquisition of an investment, which are included within the cost of that
investment, expenses arising on the disposal of investments are deducted from
the disposal proceeds.
Financial instruments
Recognition of financial assets and financial liabilities
Financial assets and financial liabilities are recognised on the Group's
balance sheet when the Group becomes a party to the contractual provisions of
the instrument.
De-recognition of financial assets and financial liabilities
The Group derecognises a financial asset only when the contractual rights to
cash flows from the asset expire; or it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially all the
risks and rewards of ownership and continues to control the transferred asset,
the Group recognises its retained interest in the asset and an associated
liability for the amount it has to pay. If the Group retains substantially all
the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received. The Group derecognises
financial liabilities when the Group's obligations are discharged, cancelled
or expired.
Loans and receivables
Trade and other receivables are measured at initial recognition at fair value,
and are subsequently measured at amortised cost less any provision for
impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash with three months or less remaining to maturity and are subject
to an insignificant risk of changes in value.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit losses
associated with its receivables carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade and other receivables, the Group applies the
simplified approach permitted by IFRS 9, resulting in trade and other
receivables recognised and carried at amortised cost less an allowance for any
uncollectible amounts based on expected credit losses.
Trade and other payables
Trade and other payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective interest rate
method.
Taxation
The Company is subject to tax in the Isle of Man in the period at a rate of 0%
and accordingly, interest and gains payable to the Company are received by the
Company without any deduction relating to Isle of Man taxed. and during the
period the Company had no income subject to taxation in other jurisdictions.
Earnings per share
The earnings per share are calculated by dividing the net result attributed to
the equity shareholders by the weighted average number of participating shares
in issue in the period.
Geographical segments
A segment is a distinguishable component of the Company that is engaged either
in providing products or services (business segment) or in providing products
or services within a particular economic environment (geographical segment),
which is subject to risk and rewards that are different from those of other
segments. The internal management reporting used by the chief operating
decision maker consists of one segment. Hence in the opinion of the directors,
no separate disclosures are required under IFRS 8. The Company's revenue in
the year is not material and consequently no geographical segment information
has been disclosed.
Critical accounting estimates and judgements
The preparation of the Group's financial statements under IFRS requires the
Directors to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities. Estimates and judgements are continually evaluated and are based
on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates.
Details of the Group's significant accounting judgements used in the
preparation of these financial statements include:
Recoverability of intangible exploration and evaluation assets
Where a project is sufficiently advanced, the recoverability of intangible
exploration and evaluation assets is assessed by comparing the carrying value
to internal and operator estimates of the net present value of projects.
Intangible exploration assets are inherently judgemental to value. The amounts
for intangible exploration and evaluation assets represent active exploration
projects. These amounts will be written-off to the profit and loss as
exploration costs unless commercial reserves are established, or the
determination process is completed and there are no indications of impairment.
The recoverability of this carrying value, and thus potential impairment,
requires use of significant judgments and estimates. No impairment has been
made against the carrying value of exploration assets in the consolidated
financial statements as at 31 December 2025 is £5,608,941 (2024 £5,424,520)
as .none of the desktop analysis and exploration work undertaken by the
Company or its partners on the Group's projects since the acquisition of the
Projects has suggested any diminution in value of the Projects. In terms of
macro economic factors the Projects are for copper whose demand is anticipated
to increase and where there is a shortage of copper projects to meet the ever
increasing demand for copper , part of which is driven by its use in energy
solutions. It is for these reasons that the company does not intend to make
any impairment provisions against the carrying values of the Group's
exploration assets. The details of these exploration and evaluation assets are
outlined in note 10.
Whether Exploration assets should be considered development assets.
The Company's exploration assets accounting policy is in line with IFRS6.
Exploration, evaluation and development expenditure incurred is accumulated in
respect of each identifiable area of interest. When technical feasibility and
commercial viability of extracting a mineral resource are demonstrable in
relation to an exploration and evaluation asset the accumulated costs for the
relevant area of interest are transferred to development assets and amortised
over the life of the area according to the rate of depletion of the
economically recoverable reserves. The classification of assets under IFRS 6
requires use of significant judgments and estimates. No transfer of
exploration and evaluation assets to development asset has been made as at the
reporting date the Group has not yet completed all the technical and
commercial feasibility studies including but not limited to completion of a
mine development drill programme to provide final geotechnical data for both
open pit and underground detailed mine design together with resource drilling
to confirm
orebody continuity aimed at extending the open pit footprint.
Recoverability of investment in subsidiaries and intragroup receivables
In the Company financial statements, the carrying value of the Company's
investment in subsidiaries and intragroup receivables is £4,709,093 (2024
£4,611,632). The recoverability of this balance is driven by the same
judgements and uncertainties as the recoverability of the exploration and
evaluation assets held by the subsidiaries.
Valuation of share-based payments
Equity-settled share-based payment transactions with parties other than
employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at
the date the entity obtains the goods or the counterparty renders the service.
The share-based payment expense is recognised as deduction in share capital. A
corresponding increase in the warrant reserve is also recognised The fair
value of these payments is calculated by the Company using the Black Scholes
option pricing model. The model requires the Directors to make assumptions
regarding the share price volatility, risk free rate and expected life of
awards in order to determine the fair values of the awards at grant dates.
Correction of an error
A new Share Option Scheme for directors, senior management, consultants and
employees was approved at the Annual General Meeting on 23 August 2022. On 24
January 2023, the Company announced that, pursuant to the Share Option Scheme,
16,850,000 options over ordinary shares were granted, of which 6,600,000
options were granted to directors and 10,250,000 options were granted to other
eligible participants. The fair value of the share options was determined at
the grant date using the Black‑Scholes option pricing model. The total
grant‑date fair value of the options was calculated to be £328,070.
In the financial statements for the year ended 31 December 2023, a
share‑based payment charge of £30,740 was recognised; however, this amount
was incorrectly deducted from share capital rather than being recognised as an
expense in the profit and loss account in accordance with IFRS 2 Share‑based
Payment. A further amount of £32,807 was similarly incorrectly treated in the
year ended 31 December 2024.
Under IFRS 2, the grant‑date fair value of equity‑settled share options
should be recognised as an expense in the profit and loss account, with a
corresponding credit to equity, over the vesting period. As the options
granted were not subject to service or performance vesting conditions, the
full grant‑date fair value of £328,070 should have been recognised as a
share‑based payment expense in the year ended 31 December 2023.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors, the above misstatement has been treated as a prior‑period error
and has been corrected by restating the comparative information. As a result:
the loss for the year ended 31 December 2023 was understated by £328,070; and
share capital was understated by £30,740 in 2023 and by a further £32,807 in
2024, resulting in a total understatement of £63,547.
The impact of the correction on the financial statements is summarised below:
Impact on the statement of profit or loss
Year ended 31 December 2023 Year ended 31 December 2024
Increase in share‑based payment expense £ (328,070) £ Nil
Increase in loss for the year £ (328,070) £ Nil
2. ACCOUNTING POLICIES (continued)
Impact on equity
31 December 2023 31 December 2024
Increase in share capital £ 30,740 £ 32,807
Reduction in warrant reserve £ (30,740) £ (32,807)
Increase in retained loss at year end £ (328,070) £ (328,070)
Restated comparatives
The comparative figures for the year ended 31 December 2023 have been restated
to reflect the correction of this prior‑period error. The correction has no
impact on cash flows.
3. FINANCIAL RISK MANAGEMENT
Prior to the Company's listing in May 2021 it was an investment company and
its objective was to achieve capital growth through investing in selection of
equity and other instruments. However all available for sale investments were
sold by the year end and there's no intention to invest in any in the future.
The Company's financial instruments comprise:
· Cash, short-term receivables and payables
Throughout the period under review, it was the Company's policy that no
trading in derivatives shall be undertaken. The main financial risks arising
from the Company's financial instruments are market price risk and liquidity
risk. The
Board regularly reviews and agrees policies for managing each of these risks
and they are summarised below. These policies have remained constant
throughout the period. There have been no material changes in risks identified
compared to the prior year.
Market risk
Market risk consists of interest rate risk, foreign currency risk and other
price risk. There are no foreign currency exposures. Hence, no foreign
currency risk. It is the Board's policy to maintain an appropriate spread of
investments in the portfolio whilst maintaining the investment policy and aims
of the Company. The Investment Committee actively monitors market prices and
other relevant information throughout the year and reports to the Board, who
is ultimately responsible for the Company's investment policy.
Interest rate risk
Changes in interest rates would affect the Company returns from its cash
balances. A floating rate of interest, which is linked to bank base rates, is
earned on cash deposits. The exposure to cash flow interest rate risk at 31
December 2025 for the Company was £23,096 (2024: £12,690). As the Company
does not have any interest bearing borrowings and finances its operations
through its share capital and retained revenues, it does not have any interest
rate risk except in relation to cash balances.
Other price risk
Other price risk which comprises changes in market prices other than those
arising from interest rate risk or currency risk may affect the value of
quoted and unquoted equity investments. The Board of directors manages the
market price risks inherent in the investment portfolio by regularly
monitoring price movements and other relevant market information. The Company
accounts for movements in the fair value of its available-for-sale financial
assets in other comprehensive income. As at the year end the Company held no
quoted equity investments.
Liquidity risk
The Company maintains appropriate cash reserves and the majority of the
Company's assets comprise of realisable securities, most of which can be sold
to meet funding requirements, if necessary. Given the Company's cash reserves,
it has been able to settle all liabilities on average within 1 month. Given
the current level of cash resources the liquidity risk is not considered to be
material.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk as at 31 December 2025 is
detailed below:
For the Group, credit risk arises primarily from cash balances held at banks.
The risk is mitigated by using only reputable financial institutions with a
high credit rating.
The Company is additionally exposed to credit risk on the intercompany
balances with its subsidiaries. The recoverability of these balances is linked
directly to the success of the exploration activities of the Group.
As discussed in note 9, no impairment indicators exist on the exploration
assets and thus the balances are deemed to be recoverable. The Company and
Group do not hold any collateral as security. The credit rating bands are
provided by independent ratings agencies:
As at 31 December 2025 Not rated /not readily available Total
Cash and cash equivalents 22,753 22,753
Total assets subject to credit risk 22,753 22,753
As at 31 December 2024 Not rated /not readily available Total
Cash and cash equivalents 12,690 12,690
Total assets subject to credit risk 12,690 12,690
Financial liabilities
There are no currency or interest rate risk exposures on financial liabilities
as they are denominated in £ Sterling.
Capital management
The Company actively reviews its issued share capital and reserves and manages
its capital requirements in order to maintain an efficient overall financing
structure whilst avoiding any leverage.
4. EXPENSES BY NATURE
31 December 2025 31 December 2024
Directors' fees 172,400 172,400
Audit fees 57,260 60,500
Stock exchange related costs 58,488 39,731
Legal, professional and consultancy fees 77,186 82,703
Consultancy fees 120,606 128,840
Management services 10,800 10,800
Insurance 24,294 16,417
Other administration expenses 59,954 56,784
Travel 278 626
Investor relations 32,220 34,620
Foreign currency (losses)/gains 56,908 47,553
Total Expense 556,578 650,974
31 December 2025 31 December 2024
£ £
Auditor's remuneration
Audit of the financial statements of the Company 57,260 60,500
5. DIRECTORS' EMOLUMENTS
Other than directors, there were no employees or key management personnel in
the year.
31 December 2025 31 December 2024
£ £
Colin Bird 60,000 60,000
Raju Samtani 50,000 50,000
Christian Cordier 30,000 30,000
Kjeld Thygesen 18,000 18,000
James Cunningham-Davis 14,400 14,400
Total 172,400 172,400
The emoluments paid to the directors relate to both the Company and the Group
2025 2024
Number Number
Directors 5 5
Employees * - -
Consultants who are directors of subsidiary companies 2 2
The average monthly number of employees 7 7
* The Company and Group has no employees and instead
uses the services of consultants
6. EARNINGS PER SHARE
31 December 2025 31 December 2024
Loss after tax for the purposes of earnings per share attributable to equity £(612,466) £(650,973)
shareholders
Weighted average number of shares 271,468,401 228,308,506
Weighted average number of shares and warrants 323,645,385 282,346,695
Basic & Diluted loss per ordinary share (0.23) p (0.29) p
The use of the weighted average number of shares in issue in the period
recognises the variations in the number of shares throughout the period and
this is in accordance with IAS 33 as is the fact that the diluted earnings per
share should not show a more favourable position that the basic earnings per
share.
7. TAXATION
The Company is subject to Isle of Man income tax at 0%, and during the period
had no income subject to taxation in other jurisdictions, and has no capital
allowances or deferred tax implications. Accordingly, the Directors have made
no provision for taxation charges or liabilities for the period and have not
presented the formal reconciliation required under IAS 12. A provision of
£101,802 (2024 - £102,856) for taxation translated at the prevailing
exchange rate at the year end has been include in respect of one of the
Group's subsidiaries as this tax has not been paid at the year end a provision
of £55,888 (2024 - £Nil) has been accrued in respect of potential interest
on the tax liability.
8. PRIOR YEAR ADJUSTMENT
The prior year adjustment related to the accounting treatment of the share
based payment charge for 2023 in relation to the issue of shares options on 24
January 2023. The details of the adjustment and its impact on the financial
statements is detailed in Norte 2 Accounting Policies - Correction of Error.
9. EXPLORATION AND EVALUATION ASSETS
Group Company Group Company
Investment in subsidiary Investment in subsidiary
Exploration and evaluation assets Exploration and evaluation assets
31 December 2025 31 December 2025 31 December 2024 31 December 2024
£ £ £ £
Balance at beginning of period 5,424,520 2,796,500 5,221,534 2,796,500
Exploration expenditure 184,421 - 202,986 -
-
Carried forward 5,608,941 2,796,500 5,424,520 2,796,500
at end of year
Investments in subsidiaries are recorded at cost, which is the fair value of
the consideration paid less impairment.
The Company conducted an impairment review and is satisfied that the carrying
value of £2,796,500 is reasonable and no impairment is necessary. (2024-
£Nil).
The Company's principal business is to explore opportunities within the
natural resources sector in Sub-Saharan Africa, with a focus on base and
precious metals including but not limited to copper, nickel, lead and zinc.
The Company acquired the Namibia Projects, Zambia Projects and Botswana
Projects in 2021 (see Note 9 for details):
No current JORC 2012 compliant Mineral Resources exist for the Zambia and
Botswana Projects and no Mineral Reserve estimates have been completed for the
Zambia and Botswana Projects. The Ongombo project in Namibian has a JORC
(2012) Mineral Resource Estimate determined a total Resource of 29 million
tonnes at 1.1% CuEq ** Recent studies have also estimated a starter open pit
containing 1.0Mt @ Cu 1.33%, Au 0.17 g/t and Ag 6.3 g/t
The Company's main focus during the period was on evaluating and advancing its
85% owned Namibian Projects, including the Ongombo mining licence application,
and Botswana Projects (100% owned) that are not the subject of options. The
Company is continuing with its review of options and strategies for its
Botswana projects in consultation with an external geological consultant with
specific expertise of Botswanan copper geology. The region represents a
significant copper exploration and resource development destination and as
such all exploration ground has potential strategic importance particularly in
the case of African Pioneer which has several licences in the general area.
During 2024 it was announced that First Quantum has exercised its option in
relation to all 4 of the Zambian exploration licences which formed part of its
option agreement. Post the year end First Quantum has informally notified
the Company that they will be looking to exit the First Quantum Option
Agreement due to First Quantum's current focus in Zambia being on their mining
operations at Sentinel and Kansanshi mines and more advanced brownfield
development projects. First Quantum will as part of this exit provide the
Company will a full data set on relation to all exploration activities
undertaken by First Quantum during the period of the First Quantum Option
Agreement. Prior to exercising its option First Quantum had met is initial
expenditure requirement by spending US500,000 on each of the exploration
licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the
"Zambian Projects"). The Company has in the meantime received interest
from third parties in acquiring an interest in / jointly developing its
Zambian Projects and will be looking to conduct further exploration work on
the Zambian Projects where a number of targets which have been identified.
As announced in the Company's interim accounts to 30 June 2023 Sandfire has
notified the Company that it has decided not to exercise its option in
relation to 4 of the Groups' Botswana exploration licences. During 2024 two
of the exploration licences in the Kalahari Copperbelt and the two exploration
licences in the Limpopo Mobile Belt in Botswana were relinquished due to low
prospectivity.
Whilst the exploration to date on the Botswana licences which were the subject
of the Sandfire Option Agreement does not currently indicate prospectivity for
a large-scale mining operation the Board believes that there is prospectivity
for a smaller to medium sized mining operation targeting in the range of 5,000
to 10,000 tonnes of contained copper per annum. Although too small for a
large-scale miner a mine of this size would fit very well into the demand for
small to medium mines to help bridge the gap in the predicted shortfall of
copper to meet future projected demand.
Principal Subsidiaries
Name & registered office address Country of incorporation and residence Nature of business Proportion of equity shares held by Company
Resource Capital Partners Pty Ltd Botswana Base Metals Exploration 100%
Plot 102, Unit 13
Gaborone International Commerce Park,
Gaborone, Botswana
African Pioneer Zambia Ltd Zambia Base Metals Exploration 80%
Plot No397/0/1 Chipwenupwenu Road
Makeni, Lusaka
PO Box 34033, Zambia
African Pioneer Chongwe Ltd Zambia Base Metals Exploration 80%
Plot No397/0/1Chipwenupwenu Road
Makeni, Lusaka
PO Box 34033, Zambia
Zamcu Exploration Pty Ltd Australia Holding Company 100%
5 Eze Terrace, Hillarys
WA, 6025
AUSTRALIA
Ongombo Mine (Pty) Ltd Namibia Base Metals Exploration 85%
36 Simeon Kambo Shixungileni Street, via Zamcu
Windhoek, Namibia
Manmar investments One Three Six (Pty) Ltd Namibia Base Metals Exploration 85%
36 Simeon Kambo Shixungileni Street, via Zamcu
Windhoek, Namibia
10. TRADE AND OTHER RECEIVABLES
Group Company Group Company
31 December 2025 31 December 2025 31 December 2024 31 December 2024
£ £ £ £
Loans to subsidiaries * - 1,912,593 - 1,815,132
Prepayments 20,913 20,913 19,841 19,841
Other debtors 743 - 743 -
Total 21,656 1,933,506 20,584 1,834,973
* Loans to subsidiaries are interest free and payable on demand.
Group Receivables and other current assets are all due within one year. The
fair value of all receivables is the same as their carrying values stated
above.
11. TRADE AND OTHER PAYABLES
Group Company Group Company
31 December 2025 31 December 2025 31 December 2024 31 December 2024
£ £ £ £
Creditors 545,654 545,654 362,459 362,459
Accrued expenses 446,855 390,967 260,067 260,067
Loans from subsidiaries - 370,836 - 392,298
Other creditors 245 - 245 -
Loan from directors 41,205 - 41,205 -
Total 1,033,959 1,307,457 663,976 1,014,824
Carrying amounts of trade and other payables approximate their fair value.
12. BORROWINGS
31 December 2025 31 December
2024
£ £
Convertible Loan Facility 50,000 50,000
50,000
50,000
On 1 May 2024 the Company entered into an unsecured convertible loan funding
facility agreement for up to £1,000,000 (the "Facility"). The Facility was
originally convertible at 2.8 pence per ordinary share ("Share") but in light
of the fundraising on 10 February 2025 at 1 pence per Share is now convertible
at 0.1.2727 pence per Share.
Working Capital Facility Agreement
The Facility is for £1,000,000 in total, is unsecured, interest free and the
Company was able to be drawn down in four loan tranches of £250,000 each. The
Company has made two Loan Tranche drawdowns of £250,000 each under the
Facility and is not permitted to make any additional drawdowns. To date
£50,000 has been paid by the Lender which is due to be repaid to the Lender.
The Facility was created as a standby facility and the Company is
re-negotiating the terms of the Facility with the Lender who is a long-term
shareholder in the Company.
The directors have assessed the components of the convertible loan instrument
and identified the conversion feature represents a derivative liability
because the conversion adjustment mechanism described below modifies the
potential number of shares to be issued to a variable number and therefore
fails the fixed for fixed criteria in IAS 32. The amount assessed at initial
recognition and subsequently are not material to the financial statements and
have not been reflected in the accounting for that reason.
Repayment and Conversion
Repayment
Unless otherwise converted, the Company must repay each Loan Tranche on the
first anniversary of the advance by the Lender of the applicable Loan Tranche
("Maturity Date"). The Company may prepay the whole or part of the Facility on
any day prior to the Maturity Date for a Loan Tranche upon giving not less
than 14 days' prior written notice to the Lender and paying in cash a
prepayment fee of 5% of the amount which the Company prepays in cash before
the Maturity Date. The Lender can during the 14 days' notice period make an
election for all or part of the Loan subject to a prepayment notice to be
repaid in Shares in which case the 5% fee shall not apply to that proportion
of the Loan repaid in Shares.
Conversion of Loan Tranche by Lender
The Lender may at any time during the Facility Period elect to convert all or
part of any drawn down amount into such number of new Shares equal to the
amount of the Loan Tranche that is to be repaid at the date of the election
divided by the conversion price. The original conversion price was 2.8 pence
("Original Conversion Price") which under the conversion adjustment mechanism
described below was reduced to 1.2727 pence due to the fundraising at 1 pence
per share announced by the Company on 10 February 2025 ("February 25
Fundraising") and to 1.1455 pence due to the fundraising at 0.9 pence per
share announced by the Company post the period end on 2 February 2026 (see
Note 16) ("February 26 Fundraising") ("New Conversion Price").
Conversion of Loan by the Company
The Company may at any time during the Loan Period elect to convert all or
part of a Loan if the Share price exceeds a target conversion price for a
period of five or more business days. The original target conversion price was
3.6 pence per share ("Original Target Conversion Price") which under the
conversion adjustment mechanism described below was reduced to 1.6362 pence
following the February 2025 Fundraising and by the February 26 Fundraising to
1.4728 pence ("New Target Conversion Price").
Conversion Adjustment Mechanism
If the Company before i) the Maturity Date for a Loan Tranche and before ii)
the Loan Tranche has been repaid issues Shares for cash consideration ("Issue
Price") at a discount to 2.2 pence per Share (the "Base Issue Price") then the
Conversion Price and the Target Conversion Price in respect of that Loan
Tranche shall be multiplied by a fraction, the numerator of which will be the
Issue Price and the denominator of which will be 2.2 pence.
Interest and Fees
The Loan is interest free. The Lender shall be paid an arrangement fee of 10%
of the amount of the Facility to be settled by the issue of 5,089,177 new
Shares ("Facility Fee Shares") credited as fully paid by at an issue price of
1.965p per Share (being the Five Day VWAP on the date of the announcement of
the Facility) with the Facility Fee Shares to be issued on or before 31
December 2024 or such other date agreed by the parties. The Facility Fee
Shares have not yet been issued.
On the drawdown of any Loan Tranche the Lender shall be paid a further fee of
2% of the amount of the relevant Loan Tranche which is to be settled by the
issue of new Shares credited as fully paid at the five-day VWAP on the date of
the relevant Loan drawdown notice ("Drawdown Fee Shares") with the Drawdown
Fee Shares to be issued on or before 31 December 2024 or such other date
agreed by the parties. The Drawdown Fee Shares have not yet been issued.
Option to Extend Facility
If the Company had drawn down in full or in part against all four loan
tranches then it had the option to elect to be able to drawdown up to an
additional GBP500,000 ("Optional Loan Tranche"). As the Company only made
drawdowns against two of the loan tranches it does not have this option.
Warrants
On the drawdown of any Loan Tranche, the Lender shall be issued three year
warrants over Shares ("Warrants") with a face value equal to 50% of the amount
drawn down under the Loan Tranche. The exercise price for the Warrants
applicable to each of the tranches are as follows:
· 4 pence per share for the drawdown of the four loan tranches; and
· 5.7 pence per share for the drawdown of the Optional Loan Tranche;
If there were no drawdowns under two or more of the loan tranches then, the
Company would be due to issue a three year warrant to the Lender for an amount
equal to 25% of the Facility that has not been drawn down with an exercise
price of 3.5 pence per share ("No Draw Down Warrants"). The Company has not
issued the No Draw Down Warrant pending the re-negotiation of the terms of the
Facility with the Lender.
13. CALLED UP SHARE CAPITAL
The share capital of African Pioneer Plc consists only of fully paid ordinary
shares with no par value. All issued shares rank pari passu and confer equal
rights on their holders in respect of dividends, voting and the return of
capital. Each share entitles the holder to one vote at shareholders' meetings,
and none of the shares are subject to any restrictions.
Number £
Authorised:
1,000,000,000 ordinary shares of no par value 1,000,000,000 n/a
2025 2024
Issued equity share capital Number £ Number £
Issued and fully paid Ordinary Shares 278,420,596 6,744,311 228,991,101 6,306,145
Group and Company Number of shares Share
capital
£
As at 1 January 2025 228,991,101 6,306,145
Shares issued during the period (Note 1) 49,429,495 482,166
Share issue costs * - (44,000)
As at 31 December 2025 278,420,596 6,744,311
Note 1 On 10 February 2025 the Company announced it had raised £420,000
before expenses at 1 pence per Ordinary Share ("Fundraising Price") through
the issue of 42,000,000 new Ordinary Shares of no par value each ("Ordinary
Shares") (the "Fundraising Shares"). On 13 February 2025 the Company
issued 207,039 new Ordinary Shares to Strategic Investments International Ltd
a company controlled by PDMR Mike Allardice at 3.5 pence per share to settle
£7,246 of accrued fees and 1,000,000 new Ordinary Shares will be issued at
the Fundraising Price to settle £10,000 of accrued fees due to a
consultant. On 23 May 2025 the Company issued 5,970,149 Ordinary Shares at
0.67 pence to settle £40,000 of accrued fees and 252,307 Ordinary Shares at
1.95 pence to settle £4,920 of accrued fees.
14. WARRANTS SHARE OPTIONS AND SHARE BASED PAYMENT
At 31 December 2025 the warrants in the table below over ordinary shares in
the issued share capital of the Company were issued and at the period end had
not been exercised.
Number of Warrants Exercise price (p) Expiry
At 1 January 2024
Broker Warrants 2,500,000 3.5 1 June 2024
Consultant Warrants 1,420,947 3.5 1 June 2024
At 31 December 2024 3,920,947
Expired during period
Broker Warrants (2,500,000) 3.5 1 June 2024
Consultant Warrants (1,420,947) 3.5 1 June 2024
Issued in period
Broker Warrants 2,100,000 1.0 14 February 2028
Fundraising Warrants 42,000,000 1.75 14 February 2028
At 29 December 2025 44,100,000
In relation to the warrants which expired during 2024 a share-based credit for
these warrants for the year to 31 December 2024 was put through amounting to
£37,183, (2023: £13,282 charge), which has been taken to the share-based
payment reserve and the resultant fair value of the warrants as at 31 December
2024 was determined to be £Nil (2023: £37,183).
On 13 February 2025 the Company issued 2,100,000 Broker Warrants exercisable
at 1.0 pence for three years in relation to the fundraising announced on 10
February 2025 The fair value of the warrants was determined at the date of
the grant as £7,661 using the Black Scholes model, using the following inputs
but has not been provided for in these financial statements:
Share price at the date of
issue
1.025p
Strike
price
1.000
p
Volatility
**
45.22%
Expected
life
3
years
Risk free
rate
3.9865%
** The volatility rate is based on the average volatility of the share price
in the year prior to issue of the warrants.
On 13 February 2025 the Company issued 42,000,000 Fundraising Warrants
exercisable at 1.75 pence for three years in relation to the fundraising
announced on 10 February 2025 The fair value of the warrants was determined
at the date of the grant as £75,233 using the Black Scholes model, using the
inputs shown on the next page but has not been provided for in these financial
statements:
Share price at the date of
issue
1.025p
Strike
price
1.75
p
Volatility
**
45.22%
Expected
life
3
years
Risk free
rate
3.9865%
** The volatility rate is based on the average volatility of the share price
in the year prior to issue of the warrants.
In addition a new Share Option Scheme for the directors, senior management,
consultants and employees was approved at the AGM on 23 August 2022. On 24
January 2023 the Company announced that pursuant to the Share Option Scheme
approved 16,850,000 options over Ordinary Shares ("Options") were
awarded, 6,600,000 of the Options were awarded to directors of the Company,
as detailed below and the balance of 10,250,000 Options to other eligible
participants. The Company had not previously issued any Options.
Summary of the Options awarded:
Total number of options: A total of 16,850,000 Options have been awarded.
Exercise prices & award date: All the Options have an exercise price of 4.5 pence per Ordinary Share and
vested on issue.
Purpose of options: To incentivise and retain directors, officers, consultants and employees
critical to enhancing the future market value of the Company and have been
issued at a significant premium to the 30 day volume weighted average share
price ("VWAP") when the Options were approved.
30 day VWAP when Options approved: The 30 day VWAP to 23 January 2023, being the latest practicable date prior to
the approval of the Options by the Company's Remuneration Committee and Board,
was 2.945 pence per share.
Prevailing share price: The Company's mid-market closing share price on 23 January 2023, being the
latest practicable date prior to the announcement of the Options, was 3.3
pence.
Exercise prices versus abovementioned VWAP and prevailing share price: Premium to:
Prevailing closing 30 day
share price
VWAP
Exercise price of 4.5 pence 36% 53%
Life of Options: The options expire on 23 January 2033 being the date one day prior to the
tenth anniversary of the award of the Options.
Exercise period: The Options can be exercised any time after vesting and prior to their
scheduled expiry and must be exercised within 6 months of an option holder
leaving the Company or within 12 months of the death of an option holder.
Options awarded to the Directors Directors No. of Options
Executive Directors:
Colin Bird Executive Chairman 5,000,000
Christian Cordier Commercial Director 500,000
Raju Samtani Finance Director 600,000
Non Executive Directors:
Kjeld Thygesen Independent 500,000
James Cunningham-Davis Nil
Total Directors 6,600,000
As a result of this the fair value of the share options was determined at the
date of the grant using the Black Scholes model, using the following inputs:
Share price at the date of amendment
3.3p
Strike
price
4.5p
Volatility
50%
Expected
life
10
years
Risk free interest
rate
4%
The 50% volatility rate is based on the average volatility from historical
data in this sector
In the financial statements for the year ended 31 December 2023, a
share‑based payment charge of £30,740 was recognised; however, this amount
was incorrectly deducted from share capital rather than being recognised as an
expense in the profit and loss account in accordance with IFRS 2 Share‑based
Payment. A further amount of £32,807 was similarly incorrectly treated in the
year ended 31 December 2024.
Under IFRS 2, the grant‑date fair value of equity‑settled share options
should be recognised as an expense in the profit and loss account, with a
corresponding credit to equity, over the vesting period. As the options
granted were not subject to service or performance vesting conditions, the
full grant‑date fair value of £328,070 should have been recognised as a
share‑based payment expense in the year ended 31 December 2023. The details
of the adjustment and its impact on the financial statements is detailed in
Note 2 Accounting Policies - Correction of Error.
15. FINANCIAL INSTRUMENTS
Capital risk management
The Company manages its capital to ensure that it will be able to continue as
a going concern, while maximising the return to shareholders.
The capital resources of the Company comprises issued capital, reserves and
retained earnings as disclosed in the Statement of Changes in Equity. The
Company's primary objective is to provide a return to its equity shareholders
through capital growth. Going forward the Company will seek to maintain a
yearly ratio that balances risks and returns of an acceptable level and also
to maintain a sufficient funding base to the Company to meet its working
capital and strategic investment needs.
Categories of financial instruments
2025 2024
£ £
Financial assets
Cash and cash equivalents 22,753 12,690
Trade and other receivables 21,656 20,584
44,409 33,274
Financial liabilities classified as held at amortised cost
Trade and other payables 545,654 362,459
545,654 362,459
** includes £20,913 of prepayments (2024: £19,841)
All financial assets are held at amortised costs except current asset
investments as detailed below.
Fair value of financial assets and liabilities
Fair value is the amount at which a financial instrument could be exchanged in
an arm's length transaction between informed and willing parties, other than a
forced or liquidation sale and excludes accrued interest. Where available,
market values have been used to determine fair values. The current asset
investment is Level 1 in the fair value hierarchy and is held at fair value.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair
value of financial instruments which are measured at fair value by valuation
technique:
Level 1: Quoted (unadjusted) prices in active markets for identical assets or
liabilities;
Level 2: Other techniques for which all inputs which have a significant effect
on the recorded fair value are observable, either directly or indirectly; and
Level 3: Techniques which use inputs that have a significant effect on the
recorded fair value that are not based on observable market data.
Management assessed that the fair values of current asset investment, cash and
short-term deposits, other receivables, trade and other payables, borrowings
and other current liabilities approximate their carrying amounts largely due
to the short-term maturities of these instruments.
Financial risk management objectives
Management provides services to the business, co-ordinates access to domestic
and international financial markets, monitors and manages the financial risks
relating to the operations of the Group through internal risks reports which
analyse exposures by degree and magnitude of risks. These risks include
foreign currency risk, credit risk, liquidity risk and cash flow interest
rate risk. The Group does not enter into or trade financial instruments,
including derivative financial instruments, for speculative purposes.
The Company entered into an unsecured convertible loan funding facility, which
is subject to an arrangement fee of 10% of the amount of the Facility to be
settled by the issue of new shares as detailed in note 12. The Loan is
interest free and so the Group is not exposed to any risks associated with
fluctuations in interest rates on the loan. Otherwise the Group has no other
committed borrowings. Fluctuation in interest rates applied to cash balances
held at the balance sheet date would have minimal impact on the Group.
Foreign exchange risk and foreign currency risk management
Foreign currency exposures are monitored on a monthly basis. Funds are
transferred between the Sterling and US Dollar accounts in order to minimise
foreign exchange risk. The Group holds the majority of its funds in Sterling.
The carrying amounts of the Group's foreign currency denominated financial
assets and monetary liabilities at the reporting date are as follows:
Financial liabilities Financial assets
2025 2024 2025 2024
£ £ £ £
US Dollars 40,597 12,225 79 172
Namibia Dollars 3,277 13,586 - -
AUD 16,307 9,944 18 108
South African Rand 2,511 1,136 1 1
Botswana Pula 158,744 103,076 - -
Credit risk management
Credit risk refers to the risk that a counter party will default on its
contractual obligations resulting in financial loss to the Group. The Group
does not have any significant credit risk exposure on trade receivables. The
Group makes allowances for impairment of receivables where there is an
identified event which, based on previous experience, is evidence of a
reduction in the recoverability of cash flows. The directors consider the
foreign exchange risk exposure is limited.
The credit risk on liquid funds (cash) is considered to be limited because the
Group banks with counterparties which are financial institutions with high
credit ratings assigned by international credit-rating agencies with the
Group's principal banker being Standard Bank Isle of Man branch which is not
separately rated by the major credit agencies as it is a part of the Standard
Bank Group Limited which is rated Ba2 by Moody's.
The carrying amount of financial assets recorded in the financial statements
represents the Company's maximum exposure to credit risk.
Liquidity risk management
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. Management monitor forecasts of the
Company's liquidity reserve, comprising cash and cash equivalents, on the
basis of expected cash flow. At 31 December 2025, the Group held cash and cash
equivalents of £22,753 (2024: £12,690) and the directors assess the
liquidity risk as part of their going concern assessment (see note 2).
The maturity of the Group's financial liabilities at the Statement of
Financial Position date, based on the contracted undiscounted payments as
disclosed in note 11, falls within one year and payable on demand. The Group
aim to maintain appropriate cash balances in order to meet its liabilities as
they fall due.
Maturity analysis
Group Between Between Between
2025 On In 1 and 6 6 and 12 1 and 3
Total demand 1 month months months years
£ £ £ £ £ £
Trade and other payables 1,033,959 - 144,271 889,688 - -
Convertible Loan 50,000 - - 50,000 - -
Other creditors 101,802 - - 101,802 - -
Group
2024 Between Between Between
On In 1 and 6 6 and 12 1 and 3
Total demand 1 month months months years
£ £ £ £ £ £
Trade and other payables
663,976 - 120,299 543,677 - -
Convertible Loan 50,000 - - 50,000 - -
Other creditors 102,856 - - 102,856 - -
16. RELATED PARTY TRANSACTIONS
Cavendish Trust Company Limited (CTC) provides company administration and
secretarial services to the Company on normal commercial terms as part of
their normal business activity. As such it is not normally treated as a
related party. Fees invoiced by CTC during the year include £14,400 (2024:
£14,400), relating to director's fees for the services of J.
Cunningham-Davis, a director of CTC. At the year-end a balance of £66,472
(2024: £56,435), was outstanding.
Lion Mining Finance Limited, a company in which Colin Bird is director and
shareholder, has provided financial and technical services to the Company
amounting to £10,800 in the year (2024 - £10,800). At the year-end a
balance of £16,200 (2024: £6,300) was outstanding. The Board considers this
transaction to be on normal commercial terms and on an arm's length basis.
In October 2020 a loan of US$ 54,940 (£41,250) was advanced to African
Pioneer Zambia Ltd jointly by Colin Bird (US$ 27,470) and Raju Samtani (US$
27,470) in order to acquire certain licenses.
Intragroup Loans
African Pioneer Plc Loans due from / (due to) balances with group companies at
the end of the year are as follows. Loans are interest free and repayable on
demand.
2025 2024
£ £
Zamcu Exploration Pty Ltd 1,780,403 1,701,499
Resource Capital Partners Pty Ltd (370,836) (392,299)
African Pioneer Zambia Ltd 128,496 110,222
Directors' Letters of Appointment and Service Agreements as disclosed in the
May 2021 Prospectus
(a) Pursuant to an agreement dated 24 May 2021, the Company renewed the
appointment of James Cunningham-Davis as a Director. The appointment continues
unless terminated by either party giving to the other 3 months' notice in
writing. James Cunningham-Davis is entitled to director's fees of £12,000 per
annum for being a director of the6Company plus reasonable and properly
documented expenses incurred during the performance of his duties which will
be invoiced by Cavendish Trust Company Ltd an Isle of Man Trust Company that
James Cunningham-Davis is a founder and managing director of. James
Cunningham-Davis is not entitled to any pension, medical or similar employee
benefits. The agreement replaces all previous agreements with James
Cunningham-Davis and/or Cavendish Trust Company Ltd in relation to the
appointment of James Cunningham-Davis as a director of the Company.
(b) Pursuant to an agreement dated 24 May 2021, the Company appointed
Kjeld Thygesen as a non-executive Director with effect from the date of the
IPO. The appointment continues unless terminated by either party giving to the
other 3 months' notice in writing and Kjeld Thygesen is entitled to director's
fees of £18,000 per annum for being a director of the Company plus reasonable
and properly documented expenses incurred during the performance of his
duties. Kjeld Thygesen is not entitled to any pension, medical or similar
employee benefits.
(c) Pursuant to an agreement dated 24 May 2021, the Company renewed the
appointment of Colin Bird as a Director. The appointment continues unless
terminated by either party giving to the other 3 months' notice in writing.
Colin Bird is entitled to director's fees of £18,000 per annum for being a
director of the Company plus reasonable and properly documented expenses
incurred during the performance of his duties. Colin Bird is not entitled to
any pension, medical or similar employee benefits. The agreement replaces all
previous agreements with Colin Bird in relation to his appointment as a
director of the Company.
16. RELATED PARTY TRANSACTIONS (continued)
(d) Pursuant to a consultancy agreement dated 24 May 2021, the Company
has, with effect from the date of the IPO, appointed Colin Bird as a
consultant to provide technical advisory services in relation to its current
and future projects including but not limited to assessing existing geological
data and studies, existing mine development studies and developing exploration
programs and defining the framework of future geological and mine study
reports (the "Colin Bird Services"). The appointment continues unless
terminated by either party giving to the other 3 months' notice in writing.
Colin Bird is entitled to fees of £3,500 per month for being a consultant to
the Company plus reasonable and properly documented expenses incurred during
the performance of the Colin Bird Services.
(e) Pursuant to an agreement dated 24 May 2021, the Company renewed the
appointment of Raju Samtani. The appointment continues unless terminated by
either party giving to the other 3 months' notice in writing. Raju Samtani is
entitled to director's fees of £18,000 per annum for being a director of the
Company plus reasonable and properly documented expenses incurred during the
performance of his duties. Raju Samtani is not entitled to any pension,
medical or similar employee benefits. The agreement replaces all previous
agreements with Raju Samtani in relation to his appointment as a director of
the Company.
(f) Pursuant to a consultancy agreement dated 24 May 2021, the Company
has ,with effect from the date of Admission, appointed Raju Samtani as a
financial consultant to provide financial advisory services to the Company
(the "Raju Samtani Services"). The appointment continues unless terminated by
either party giving to the other 3 months' notice in writing. Raju Samtani is
entitled to fees of £2,667 per month for being a consultant to the Company
plus reasonable and properly documented expenses incurred during the
performance of the Raju Samtani Services.
(g) Pursuant to an agreement dated 24 May 2021, the Company appointed
Christian Cordier as a Director with effect from the date of Admission. The
appointment continues unless terminated by either party giving to the other 3
months' notice in writing. Christian Cordier is entitled to director's fees of
£18,000 per annum for being a director of the Company plus reasonable and
properly documented expenses incurred during the performance of his duties.
Christian Cordier is not entitled to any pension, medical or similar employee
benefits.
(h) Pursuant to a consultancy agreement dated 24 May 2021, with Mystic
Light Pty Ltd a personal service company of Christian Cordier the Company has
secured the services of Christian Cordier, with effect from the date of the
IPO, as a business development consultant to provide business development l
advisory services to the Company in relation to its existing and future
projects (the "Christian Cordier Services"). The appointment continues
unless terminated by either party giving to the other 3 months' notice in
writing. Mystic Light Pty Ltd is entitled to fees of £1,000 per month for
providing the Christian Cordier Services plus reasonable and properly
documented expenses incurred during the performance of the Christian Cordier
Services.
17. POST BALANCE SHEET EVENTS
Corporate Transactions: Post the year end First Quantum has informally
notified the Company that they will be looking to exit the First Quantum
Option Agreement due to First Quantum's current focus in Zambia being on their
mining operations. Prior to exercising its option First Quantum had met is
initial expenditure requirement by spending US500,000 on each of the
exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and
27771-HQ-LEL (the "Zambian Projects"). The Company has in the meantime
received interest from third parties in acquiring an interest in / jointly
developing its Zambian Projects and will be looking to conduct further
exploration work on the Zambian Projects where a number of targets which
have been identified.
Fundraising: Post the period end on 2 February 2026 the Company announced it
had raised £1,800,000 before expenses at 0.9 pence per Ordinary Share. Each
participant in this fundraising will, subject to general meeting approval,
receive one (1) warrant for each fundraising share issued exercisable at 1.6
pence each for two years from 16 February 2026 . The issue of the these
warrants is conditional on the passing of a resolution at a General Meeting to
allow their issue.. The Company also issued a warrant to Shard Capital
Partners LLP to subscribe for a total of 2,973,750 new Ordinary Shares
exercisable at 1.6 pence for a period of two years from 16 February 2026 these
broker warrants are not subject to shareholder approval at a General Meeting.
Other than mentioned above there are no significant events which have occurred
subsequent to the reporting date that would have a material impact on the
consolidated financial statements.
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