REG - Blencowe Resources - Annual Financial Report
30/01/2026 11:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260130:nRSd1200Ra&default-theme=true
RNS Number : 1200R Blencowe Resources PLC 30 January 2026
Blencowe Resources Plc
("Blencowe" or the "Company")
Annual Results for the year ended 30 September 2025
And Notice of Annual General Meeting
Blencowe Resources Plc, the natural resources company focused on the
development of the Orom-Cross Graphite Project in Uganda, is pleased to
announce its audited financial results for the year ended 30 September 2025
(the "Annual Report") and it's notice of Annual General Meeting ("Notice of
AGM").
The Annual Report which includes an unqualified audit report and audited
Financial Statement for the year ended 30 September 2025 & The Notice of
AGM and the associated Form of Proxy will be made available on the Company's
website at www.blencoweresourcesplc.com (http://www.blencoweresourcesplc.com)
. Hard copies will be posted to the Company's shareholders.
For further information, please contact:
Blencowe Resources www.blencoweresourcesplc.com (http://www.blencoweresourcesplc.com)
Sam Quinn Tel: +44 (0) 1624 681 250
info@blencoweresourcesplc.com
Investor Enquiries Tel: +44 (0) 7891 677 441
Sasha Sethi sasha@flowcomms.com (mailto:sasha@flowcomms.com)
Tavira Financial Limited Tel: +44 (0)20 7100 5100
Jonathan Evans jonathan.evans@tavirasecurities.com
(mailto:jonathan.evans@tavirasecurities.com)
Chief Executive Officer's Statement for the period ended 30 September 2025
Shareholders and Stakeholders,
As we continue this journey to unlock the enormous value within the Orom-Cross
graphite project I am pleased to share with you some of the progress we have
made over the last 12 months.
Graphite remains an integral part of the global energy transition due to its
non-replaceable role within the lithium-ion battery that stores all renewable
energy generated and powers electric vehicles. There are many other commercial
applications for graphite through its primary qualities (high heat resistance
and high conductivity) but it is the role within batteries that most analysts
are forecasting accelerated growth ahead as the world gradually moves away
from fossil fuels.
Whilst some analysts consider this energy transition "yesterday's news" due to
a perceived slow-down in demand for electric vehicles, we do not agree. In
fact, we'd suggest the transition has not even yet begun in earnest, and
graphite as a critical mineral will very definitely have its day in the sun;
particularly as we do not envisage most other graphite projects making it
through to production ahead due to a wide variety of reasons. This will
ultimately create a significant demand-supply imbalance and a huge opportunity
for those projects that can ultimately mine and process graphite and sell it
into growing world markets.
We therefore remain bullish for the future, and our efforts over the past 12
months have largely been focussed on how we complete the Orom-Cross Definitive
Feasibility Study (DFS) as the main requirement prior to decision to mine,
then project funding, and ultimately first production.
The DFS has three key elements within: firstly, all mining, plant and
infrastructure requirements at site, secondly securing offtaker partners to
sign sales agreements, and thirdly funding. All these elements carry equal
weight and are all critical to the successful completion of the study. I am
happy to say that as of 01 December 2025 we have completed the DFS as set out
in the announcement. What is emerging is that Orom-Cross will be one of
the lowest percentile costs (both operating and capital costs) graphite
projects worldwide, which will be a significant achievement and a huge boost
to ultimately bring the mine into production.
The complex process of getting our end-products qualified in the graphite
market has been successfully completed and we have sent the resultant samples
of concentrates and purified graphite to many different interested parties all
over the world. The feedback has generally been very positive which bodes
well for future sales relationships and it highlights that quality is
paramount in this industry. We now have Offtake Agreements in place covering
all the first stage of production (10,000tpa concentrates) and we are well on
our way to covering stage two (ramp up to 50,000tpa concentrates). We have
opened some niche relationships that we believe will be of huge value to us
ahead and we are confident we will find others once the DFS is completed and
we get onto many more radars. Offtake contracts are critical in graphite as
we sell 1-2-1 into end users rather than into a metals market, and as these
end users are very discerning the high quality products coming from Orom-Cross
makes a big difference to their interest and our success.
Blencowe became a member of the prestigious EU-funded SAFELOOP initiative in
2024 and currently we have exclusivity for all natural flake graphite sold
into that exciting project ahead. SAFELOOP is developing a Gen3 lithium-ion
battery to power standardised EV buses across Europe and roll-out is expected
from 2028. Significant developmental progress on this advanced battery has
been made by the experienced SAFELOOP team to date and this initiative may
ultimately deliver a substantial, unique, high value offtaker for Orom-Cross
ahead.
The third key DFS activity is funding, and we continue to build strong funding
relationships that are ultimately the foundation of successful
implementation. As previously reported, Blencowe received a US$5 million
technical assistance grant from the US Government, via their private sector
lending arm the US International Development Finance Corporation (DFC), and to
date US$4.75M of this grant has been disbursed to Blencowe. This support has
been critical, and aside from the credibility our relationship with DFC
provides we are confident this tier one financial institution will play a
cornerstone role in the overall funding solution for Orom-Cross
implementation. Other financial institutions have also engaged with us and
we are building a strong base upon which we can be confident will ultimately
deliver the substantial capital requirement to build our project.
Blencowe continues to evolve its mining and processing strategy and over the
past year work has continued to provide a downstream processing strategy to
ultimately deliver some of the only
purified graphite produced outside of China. Downstream beneficiation is
where the most substantial profits are made in this industry so this is an
important strategy for us and one that will differentiate
Blencowe from its peers. In September 2024 Blencowe announced a partnership
that has been formed with one of the most significant Spheronised Purified
Graphite (SPG) producers in the world and necessary work with this party has
been completed to ensure this unique opportunity is included in the DFS. The
plan is to build an SPG facility near to Orom-Cross to become an offtaker for
life of mine, to beneficiate lower value Orom-Cross small flake concentrate
nearby and then sell higher value purified graphite produced into world
markets. This facility will deliver a premium product that OEMs are seeking
and it is anticipated that this beneficiation plant will be completed in
parallel with the Orom-Cross ramp-up (stage two production) over the next few
years.
The largest drill programme ever conducted at Orom-Cross was undertaken during
the year and assay results continue to show long intersections of high grade
graphite from shallow locations. All three are very important to the success
of the project. This program had various strategies including geotechnical
holes (for pit designs), infill drilling to lift the current Joint Ore
Reserves Committee Standard Reserves (JORC), deep holes to test extensions at
depth on all deposits and substantial drilling at the newly identified Beehive
deposit. The campaign was a complete success and it has now been proven that
Orom-Cross graphite extends to depths more than three times deeper than
previously drilled, in all three deposits, which underlines the size and scale
of this world class asset. A revised JORC Resource statement was delivered
on 27 November 2025, leading into the DFS. A revised Exploration target will
also be published, likely in early 2026, which will highlight targets for more
infill drilling ahead to continue to increment the tonnes available at
Orom-Cross.
We continue to build and develop our relationships within Uganda and we
appreciate all the support given to us by parties within that country. Most
notably we would like to thank the Government of Uganda for their support at
all levels and local community support which is an integral part of this
project.
I would once again like to mention the excellent work of our operational
management team, led by COO Iain Wearing, and our Ugandan team, led by our
Country General Manager Nabil Alam. They have all done an amazing job to get
this drill programme and the DFS completed and we published in December 2025.
I would also like to thank our shareholders and the wider market for your
support, and to recognise all the new shareholders we have collected during
the year as we advance towards production. Orom-Cross offers a unique and
differentiated graphite project which has key fundamentals that most other
graphite projects do not have, which gives it huge advantages. We look forward
to further success ahead.
Mike Ralston
Chief Executive officer
30 January 2026
The Directors present the Strategic Report for the year ended 30 September
2025.
Results
The results are set out in the Consolidated Statements of Comprehensive Income
on page 29. The total comprehensive loss attributable to the equity holders of
the Group for the year was £1,412,406(2024: £902,801).
The Group paid no distribution or dividends during the year (2024: Nil).
Business model, review of the business and future developments
The Group's principal activity is the exploration of Orom-Cross Graphite
Project in Northern Uganda, which it owns through its 100% subsidiary
Consolidated African Resources Limited 'CARU'. Blencowe also has a 100% owned
subsidiary, Blencowe Battery Mines Uganda- SMC Limited which is a dormant
Company.
The Group's aim is to create value for shareholders through the discovery and
development of economic mineral deposits. The Group's strategy is to continue
to progress the development of its existing project in Uganda and to evaluate
its existing and new mineral resource opportunities.
The Group's business is directed by the Board and is managed on a day-to-day
basis by the Executive Chairman, Cameron Pearce. The Board monitors compliance
with objectives and policies of the Group through performance reporting,
budget updates and periodic operational reviews.
Key performance indicators (KPIs)
Financial KPIs
Results for the year
With no income in the year the Group continues to monitor the loss before tax
to ensure the continued viability of the Group and ability to continue to
develop the Orom-Cross Graphite Project. The Group has made a loss before tax
of £1,582,704 for the year ended 30 September 2025 (2024: loss before tax of
£961,941).
Exploration expenditure - funding and development costs
At this stage in the Group's development, the Group is focusing on financing
and continued development of the Orom-Cross Graphite Project. Therefore, the
funding and development costs of Orom-Cross Graphite project have been chosen
as Key Performance Indicators.
The Group incurred £3,929,517 (2024: £2,846,130) of capitalised exploration
costs.
In 2025 the Group raised funds of £5,533,089 net of issue costs (2024:
£825,023) from the equity markets. This amount was used to pay for the
continued development of the Orom-Cross Graphite project and other working
capital costs. Please see note 20 for events after the year end.
At 30 September 2025 the Group had a cash balance of £868,284 (2024:
£114,694).
Employees
There were two employees during the year apart from the directors, the Chief
Executive Officer ("CEO") and the Chief Operating Officer ("COO"), who are the
key management personnel. All current members of the Board and the key
management personnel are males. For more information about the Group's key
management personnel see note 7.
Social, Community and Human Rights Issues
The Orom-Cross Graphite Project is at an advanced stage of project development
with a Definitive Feasibility Study ("DFS") recently completed. A revised JORC
Resource Estimate was also completed in November 2025 with a resultant 47%
increment to existing graphite reserves.
Blencowe continues to pay a strong role in the local Locomo community and
during the year several initiative were completed to add value, including the
sinking of three water bores to deliver additional water to the locals,
installing new solar power supply, off take points and pumps as well as
infrastructure to install a water supply to the local school and community
health clinic. The first graduate Mining Engineer paid for through studies by
CARU has completed his qualification and will be working for the Company from
2026. The Group will continue to donate to the local communities around the
region of Uganda in which the Project Licences are located.
Principal risks and uncertainties and risk management
The Group operates in an uncertain environment and is subject to a number of
risk factors. The Directors have carried out a robust assessment on the
principal risks facing the Group, including those that threaten its business
model, future performance, solvency or liquidity.
The Group continues to monitor the principal risks and uncertainties with the
help of specialists to ensure that any emerging risk are identified, managed
and mitigated.
Geological risks
Exploration activities are speculative in nature, and involve many geological
considerations. They may not be successful in identifying commercial mineral
resources. Following any discovery, it can then take several years from the
initial phases of drilling and identification of mineralisation until
construction of the infrastructure and production is possible, during which
time the economic feasibility of production may change.
During 2025 the Company completed the Stage 7 drilling programme for over
7,000 metres and two new deposits were located, named Beehive and Iyan. This
programme focused on geotechnical drilling, infill drilling, deep drilling and
exploration drilling. In November 2025 Blencowe announced a revised JORC
Resource Estimate that increments the Resources to 26.10Mt and the Reserves to
23.08Mt. These represent substantial increments and further de-risk the
Orom-Cross project. With substantial assay results still pending for the
remaining 190 holes a further JORC Resource update is expected in early 2026.
During December 2024 the Company mined and exported 600 tonnes of ore from
Orom-Cross to graphite pilot facilities in China, for processing to
concentrates and ultimately purified products. All the testing was
successful and this has led to Orom-Cross becoming pre-qualified and having
the ability to negotiate offtake agreements with end users. To date several
non-binding offtake agreements have been signed as part of the DFS and
discussions remain active with other parties.
Blencowe remains active within the SAFELOOP initiative that is developing a
Gen3 lithium-ion battery for use in EV buses to be deployed across the
continent from 2028. Orom-Cross is the exclusive supplier of all natural
flake graphite into SAFELOOP and this provides a significant blue sky offtake
opportunity ahead. US technical partner, American Energy Technology (AET)
remains a strong partner both in terms of SAFELOOP as well as providing other
leads into potential US graphite sales.
Government regulation and political risk
The Group's operating activities are subject to laws and regulations governing
expropriation of property, health and worker safety, employment standards,
waste disposal, protection of the environment, mine development, land and
water use, prospecting, mineral production, exports, taxes, labour standards,
occupational health standards, toxic wastes, the protection of endangered and
protected species and other matters. While the Group believes that it is in
substantial compliance with all principal laws and regulations affecting its
activities, future changes in applicable laws, regulations, agreements or
changes in their enforcement or regulatory interpretation could result in
changes in legal requirements or in the terms of existing permits and
agreements applicable to the Group or its properties, which could have a
material adverse impact on the Group's current operations or planned
exploration and development projects. Where required, obtaining necessary
permits and licences can be a complex, time consuming process and the Group
cannot assure whether any necessary permits will be obtainable on acceptable
terms, in a timely manner or at all. The costs and delays associated with
obtaining necessary permits and complying with these permits and applicable
laws and regulations could stop or materially delay or restrict the Group from
proceeding with any future exploration or development of its properties. Any
failure to comply with applicable laws and regulations or permits, even if
inadvertent, could result in interruption or closure of exploration,
development or mining operations or material fines, penalties or other
liabilities.The risks are mitigated through the company procedures and audited
by environmental consultants to ensure compliance.
The Orom-Cross Graphite Project is located in Uganda. The Group's activities
may be affected in varying degrees by political stability and governmental
regulations. Any changes in regulations or shifts in political attitudes in
the country or any other countries in which the Group may operate are beyond
the control of the Group and may adversely affect its operations. To mitigate
this risk, the Board continues to review any changes on the government
regulations and the political stability in Uganda.
Pricing risk
The development and success of any project of the Group will be primarily
dependent on the future prices of graphite. The graphite prices are subject to
significant fluctuation and are affected by a number of factors which are
beyond the control of the Group. Such factors include, but are not limited to
exchange rates, fluctuations in the value of the United States dollar and
foreign currencies, global and regional supply and demand, and political and
economic conditions. The price of graphite and other commodities have
fluctuated widely in recent years, and future price declines could cause any
future development of and commercial production from the Group's property to
be impracticable. Although the Group expects the project to operate
economically, depending on the price of graphite, projected cash flow from
planned mining operations may not be sufficient for future operations and the
Group could be forced to discontinue any further development and may lose its
interest in, or may be forced to sell, some or all of its properties. The
Board regularly monitors the price of graphite and a sensitivity to graphite
pricing has been considered in the DFS.
Commodity and currency risk
As the Group's potential earnings will be largely derived from the sale of
graphite, the Group's future revenues and cash flows will be impacted by
changes in the prices and available market of this commodity. Any substantial
decline in the price of graphite or in transport or distribution costs may
have a material adverse effect on the Group.
Commodity prices fluctuate and are affected by numerous factors beyond the
control of the Group. These factors include current and expected future supply
and demand, forward selling by producers, production cost levels in major
mineral producing centres as well as macroeconomic conditions such as
inflation and interest rates.
Furthermore, the international prices of most commodities are denominated in
United States dollars while the Group cost base will be in Pounds Sterling and
Ugandan Shilling. Consequently, changes in the Pound Sterling and Ugandan
Shilling exchange rates will impact on the earnings of the Group. The exchange
rates are affected by numerous factors beyond the control of the Group,
including international markets, interest rates, inflation and the general
economic outlook. The Directors are confident that they have put in place a
strong management team capable of dealing with the above issues as they arise.
Financing
The US$5.0 million grant from the US International Development Finance
Corporation ("DFC") has provided US$4.75 million to date, which has been used
alongside other funds raised by Blencowe to complete the DFS and Stage 7
drilling programme. The remaining US$0.25 million is expected to be paid
following review of the DFS results by the DFC.
Other funding has been delivered throughout the year via the Company's UK
brokers, Tavira Securities, and these funds have provided sufficient cash to
complete the DFS as announced by the Company on 01 December 2025 . The
Company appointed Oak Securities as co-broker in December 2025 following a
successful GBP3 million capital raise.
Blencowe will continue to assess different options to fund Orom-Cross into
production ahead, with various debt and equity alternatives under
consideration. This process is expected to continue through 2026. Failure
to complete acceptable project financing would mean the project implementation
is stalled.
Future mineral prices, revenues, taxes, capital expenditures and operating
expenses and geological success will all be factors which will have an impact
on the amount of additional capital required. Additionally, if the Group
acquires further exploration assets or is granted additional permits and/or
exploration licences, this may increase its financial commitments in respect
of the Group's exploration activities.
In common with many exploration entities, the Group will need to raise further
funds in order to progress the Group from pre-construction phase of its
business and eventually into production of revenues.
Environmental and safety
The Orom-Cross Graphite Project is still at an early stage of project
development and further consideration will need to be given to environmental
and social issues affecting the Orom-Cross Graphite Project. During the year
the Company undertook to revise the Environmental and Social Impact Assessment
(ESIA) to account for the expanded project over the scale of project outlined
in the original ESIA and Environmental operating licence granted by the
Ugandan Environmental Agency NEMA -National Environmental Management Agency).
The updated ESIA was undertaken in consideration of future funding partners
with close adherence to the guidelines issued by IFC, EU and the Equator
Principles. The revised ESIA was Submitted in September 2024 and was assessed
by NEMA with approval granted on the 21 March 2025 Cer/1657/2025/3 . Along
with the ESIA the company's Environmental consultants have generated 10
Environmental and social Management plans in areas such as Biodiversity, waste
management, Mine Closure and Community Development.
Environmental and safety legislation (e.g. in relation to reclamation,
disposal of waste products, protection of wildlife and otherwise relating to
environmental protection) may change in a manner that may require stricter or
additional standards than those now in effect, a heightened degree of
responsibility for companies and their directors and employees and more
stringent enforcement of existing laws and regulations. There may also be
unforeseen environmental liabilities resulting from both future and historic
exploration or mining activities, which may be costly to remedy. Risks may
include on-site sources of environmental contamination such as oil and fuel
from the mining equipment and rehabilitation of the site upon expiry of the
Project Licences. Under Ugandan law the Company is required to rehabilitate
the area affected by the mining activities, accordingly there will be a
potential cost associated with undertaking this obligation. It is currently
unknown what this could be but the funding of this could have a material
impact on the Group's financial position in the future.
If the Group is unable to fully remedy an environmental problem, it may be
required to stop or suspend operations or enter into interim compliance
measures pending completion of the required remedy. The potential exposure may
be significant and could have a material adverse effect on the Group.
The Group has not purchased insurance for environmental risks (including
potential liability for pollution or other hazards as a result of the disposal
of waste products occurring from exploration and production) as it is not
generally available at a price which the Group regards as reasonable.
Environmental management systems are in place to mitigate environmental hazard
risks. The Group uses advisors with specialist knowledge in mining and related
environmental management for reducing the impacts of environmental risk.
The Group commenced development of the Environmental and Social Sustainability
Governance guidelines which was independently assessed by an outside agency
and an initial certification provided from which the Group will now work
towards upgrading the certification levels.
Task Force on Climate-related Financial Disclosures (TCFD)
The Task Force on Climate-related Financial Disclosures was convened by the
Financial Stability Board to produce a common global framework for companies
to report on how climate change will affect their business.
To help investors and wider stakeholders understand how companies are managing
climate related financial risks, the TCFD recommends that companies make
disclosures across four key areas, often referred to as the four pillars.
The directors support the initiatives of the TCFD, and has prepared
disclosures to a level of detail that the directors consider to be consistent
with the TCFD recommended disclosures, and as appropriate to the current
position of the Group as an exploration entity.
The directors consider that several of the specific disclosures sought under
TCFD recommendations will be less meaningful to users at the current stage of
the Company's Orom-Cross Project and will have greater relevance following the
commissioning of the Orom-Cross Project.
1. Governance
The Company view climate related risks and opportunities as growing in
importance. The Board is ultimately responsible for the oversight and
compliance with local environmental laws at its exploration location in
Uganda, together with assessment of the impact of climate change on risk to
the organisation.
In advance of commissioning the project operations, the Group will establish a
Sustainability Committee, comprising the Chairman, the Chief Executive Officer
and a non-executive director, that will guide and support the Group's
environmental approach and plans with respect to climate-related matters. The
Committee will also consider and set appropriate Group policies that will
govern how management assess and manage the risks and opportunities following
commissioning.
Management of the group, who were involved with the recently completed DFS are
responsible for assessing and managing climate - related risks and
opportunities through the recently completed study process. The DFS
incorporated these factors into assessments related to the ESIA (environmental
and social impact assessment) and ESG (environmental, social and governance)
components of the study.
2. Strategy
The Group's project at Orom-Cross has completed its Definitive Feasibility
Study, Management are currently considering the outputs in terms of defining
the Group strategic approach to climate related matters.
The current global movement towards clean energy and storage solutions, in
which graphite forms an integral part, together with technological advances in
the use of graphite are an exciting opportunity for the Group to be a
significant part of sustainable energy solutions. As an example of these
solutions, the Group is focussing on current developments (and ongoing
improvements) in the use of electric and hybrid vehicles in the excavation and
transport in the mining operations as well as logistic solutions for both
project consumables and final products.
The Group will pursue a strategy during the development and operation of the
OROM-Cross project which will aim to introduce the use of alternative
technologies in both the extraction and processing of the graphite, but assist
the local communities with off-set opportunities for longer term sustainable
industries, such as alternative agriculture cropping methods and alternatives
to deforestation for subsistence living.
3. Risk management
Identification and assessment of climate related risks and opportunities in
relation to the Group's activities is performed by management on an ad-hoc
basis. Management have not assessed there to be any significant
climate-related risks that impact on the current exploration activity in
Uganda. The company have environmental monitoring and reporting of GHG
emissions and activities which were reported to NEMA as part of the ESIA
commitments on reporting.
The Group has completed the DFS, which included ESIA and ESG assessments that
will assist management to detail the climate related risks and opportunities
relating to development of the project. Identification and mitigation of these
risks will be addressed by the planned Sustainability Committee described in
the Governance section of this statement.
At this time the Group operates no corporate offices either for the management
team, or in Uganda, and has no operational graphite production activity. As
such management have assessed that no significant greenhouse gas (GHG)
emissions are currently produced.
As the DFS has been completed, the risk management framework is an evolving
process and has been analysed, adapted and expanded as the various study
components of the DFS developed. The Group is identifying and developing a
'leave no trace' solution to development wherever possible including utilising
renewable energy supply and electrification options for operations. These
actions will be included in the output of the DFS.
Management have not identified any climate-related scenarios that are expected
to impact the resilience of the current exploration works performed by the
Group. Assessment of different climate scenarios have been included in the
works performed for the DFS but no major risks were identified in relation to
climate-related scenarios.
During the year the Group completed a revised ESIA to cover the enlarged
project scope and the introduction of project alternatives to reduce risk in
this area such as the use of dry stack tailings 100% use of grid Hydropower.
The ESIA was approved on the 3(rd) March 2025 and is subject to quarterly
submissions of activities as well as an annual report for review by the
relevant government authorities and no issues in relation to the reports
submitted to date have been raised. The Group also undertook an independent
assessment of its current ESG policies and procedures, with DIGBEE, as a base
metric at the early stage of the project and to identify gaps and shortcomings
for continual risk reduction as the project moves to implementation phases.
4. Metrics and targets
The Company have defined the metrics and performance targets to assess the
climate-related risks and opportunities in line with its strategy and risk
management processes once the Orom-Cross operation has been commissioned.
Initially some of these have been outlined as part of the ESIA and ESG
assessments currently being undertaken for the project DFS and reported to the
relevant authorities in the establishment of a baseline for ongoing reporting.
As the current exploration operations of the Group have a minimal physical
presence, Greenhouse Gas emissions are not currently recorded. However as part
of the ESIA and ESG study works, the Group is developing the systems and
reporting standards to track these in preparation for development of the
project. The project reporting and management systems to provide reporting on
Greenhouse and CHG are currently being finalised following assessment under
the independent ESG certification and as a management plan commitment under
the ESIA. The Group are seeking to test the reporting as part of the
exploration drill program completed in 2025 and the reporting was compiled and
submitted to the NEMA in Uganda as part of the quarterly and annual management
plan commitments. The development of the operations and processing routes is
an evolving process, as we develop the DFS we are assessing and designing on
processes that will improve on the GHG and carbon off-sets. As the DFS is not
yet completed and the processes still in evaluation the reporting metrics for
the project are being developed by the ESG team in parallel.
Taxation
In the 2023, following an inspection by the Ugandan Revenue Authority (URA) of
the tax affairs of Consolidated African Resources Uganda ("CARU") covering the
period between January 2014 and December 2022, the Group has incurred a
capital gains tax charge of £392,425. This charge related to the acquisition
by the Company of CARU in 2019. The amount was chargeable to the former
owners, however this was not settled by them and under Ugandan legislation the
liability is reclaimable from the acquirer if it cannot be obtained from the
seller. The Group has agreed to a payment plan with URA and is currently
paying the liability. A payment plan was agreed and a total of £184,919 has
been settled at 30 September 2025 and an outstanding balance of £106,521 to
be settled in 2026.
Section 172 Statement
The Board believes they have acted in a way most likely to promote the success
of the Group for the benefit of its members as a whole, as required by section
172.
The requirements of section 172 are or the Board to:
· consider the likely consequences of any decision in the long
term,
· act fairly between the members of the Group,
· maintain a reputation for high standards of business conduct,
· consider the interest of the Group's employees,
· foster the Group's relationship with suppliers, customers and
others, and
· consider the impact of the Group's operations on the community and
the environment.
The Group operates a mineral exploration business, which is inherently
speculative in nature and, without regular income, is dependent upon
fund-raising for its continued operation. The pre-revenue nature of the
business is important to the understanding of the Group by its members,
employees and suppliers, and the Directors are as transparent about the cash
position and funding requirements as is allowed under London Stock Exchange
(LSE) regulations.
The principal decisions taken by the Board during the year relate to the
ongoing research and development of the Orom-Cross Graphite Project, which is
still at an early stage of project development. The Board has looked to build
upon the information available and the exploration activities in relation to
this Project. Through work such as Metallurgical testwork and preliminary
economic assessment the board continues to gather information on the long-term
viability of the project and the impact on the local community and the
environment. The Board have outlined a work program for the future strategy of
the Project. In order to carry out its strategy, the company has entered into
a number of contracts with providers who are best placed to undertake the
necessary research and review.
The Board is ultimately responsible for the direction, management, performance
and long-term sustainable success of the Group. It sets the Group's strategy
and objective considering the interest of all its stakeholders. A good
understanding of the Company's stakeholders enables the Board to factor the
potential impact of strategic decisions on each stakeholder group into a
boardroom discussion. By considering the Company's purpose, vision and values
together with its strategic priorities the Board aims to make sure that its
decisions are fair. The Board has always taken decisions for the long term and
consistently aims to uphold the highest standards of business conduct. Board
resolutions are always determined with reference to the interests of the
Company's employees, its business relationships with suppliers and customers.
Wherever possible, local communities are engaged in the geological operations
and support functions required for field operations providing much needed
employment and wider economic benefits to the local communities. In addition,
the Group contributes annually towards a scholarship programme for the local
community in Uganda. The Board takes seriously its ethical responsibilities to
the communities and environment in which it works. We abide by the local and
relevant UK laws on anti-corruption and bribery.
Cameron Pearce
Director
30 January 2026
The Directors submit their report with the audited Financial Statements for
the year ended 30 September 2025.
General information
Blencowe Resources Plc ("the Company") is a public company incorporated in
England & Wales.
Blencowe's primary focus is on exploration of the Orom-Cross Graphite Project
located in Northern Uganda.
Results for the year and distributions
The Group results are set out in the Consolidated Statements of Comprehensive
Income. The total consolidated comprehensive loss attributable to the equity
holders of the Group for the financial year was £1,412,406 (2024: £902,801).
The Group generated no revenue, and the full amount of the loss is due to
expenses incurred in capital raising (to the extent not deducted from share
premium), and general corporate overheads.
The Group paid no distribution or dividends during the financial year (2024:
£Nil).
The Board of Directors
The Directors who held office during the financial year and to the reporting
date, together with details of their interest in the shares of the Company at
the reporting date were:
Number of Ordinary Shares Percentage of Ordinary Shares
Sam Quinn 10,083,334 2.11%
Cameron Pearce 16,016,667 3.36%
Alexander Passmore 3,566,667 0.75%
The Board comprises of one Executive Director and two Non-Executive Directors
as detailed below:
Cameron Pearce - Executive Chairman
Cameron Pearce was a founder of the Company and has extensive professional
experience in both the Australian and United Kingdom finance industries. In
recent times he has provided corporate, strategic, financial and advisory
assistance to private and public companies in both Australia and the United
Kingdom. Mr Pearce is a member of the Australian Institute of Chartered
Accountants and has been in commerce over twenty years holding senior
financial and management positions in both publicly listed and private
enterprises in Australia, Europe, Asia, Africa and Central America. Mr Pearce
has considerable corporate and international expertise and over the past
decade has focussed on mining and exploration activities.
Sam Quinn - Non-Executive Director
Sam Quinn is a corporate lawyer with over a decade's worth of experience in
the natural resources sector, in both legal counsel and executive management
positions. Mr Quinn was formerly the Director of Corporate Finance and Legal
Counsel for the Dragon Group, a London-based natural resources venture capital
firm and is currently a partner of Silvertree Partners, a natural resource
focussed back office outsourcing business. Mr Quinn has in addition held
several management roles for listed and unlisted natural companies and has
gained significant experience in the administration, operation, financing and
promotion of natural resource companies. Prior to working in the natural
resources sector, Mr Quinn worked as a corporate lawyer for Jackson McDonald
Barristers & Solicitors in Perth, Western Australia and for Nabarro LLP in
London.
Alex Passmore - Non Executive Director
Alex Passmore is an experienced corporate executive with strong financial and
technical background. Mr Passmore managed the arrangement of debt for many
well-known resources companies and has a wealth of experience in project
evaluation. He also managed the Western Australia (WA) natural resources
business of Commonwealth Bank of Australia (CBA) which comprised a substantial
portfolio of loan, hedge, trade finance and working capital products to
ASX-listed and multi-national resource companies. Prior to this, Mr Passmore
held senior roles at Patersons Securities and was director of corporate
finance and head of research. Mr Passmore holds a BSc (Hons) in Geology from
the University of Western Australia and a graduate diploma of Applied Finance
and Investments from the Institute of Securities Australia.
Directors' indemnities
To the extent permitted by law and the Articles, the Company has made
qualifying third-party indemnity provisions for the benefit of its directors
during the year, which remain in force at the date of this report.
Policy for new appointments
Without prejudice to the power of the Company to appoint any person to be a
Director pursuant to the Articles the Board shall have power at any time to
appoint any person who is willing to act as a Director, either to fill a
vacancy or as an addition to the existing Board, but the total number of
Directors (other than alternate directors) must not be less than two and must
not be more than 15 in accordance with the Articles. Any Director so appointed
shall hold office only until the annual general meeting of the Company next
following such appointment and shall then be eligible for re-election but
shall not be taken into account in determining the number of Directors who are
to retire by rotation at that meeting. If not re-appointed at such annual
general meeting, he shall vacate office at the conclusion thereof.
Rules for amendments of articles
Directors cannot alter the Company's Articles unless a special resolution is
approved by the shareholders. A special resolution requires at least 75% of a
company's members to vote in favour for it to pass.
Substantial shareholders
The share capital of Blencowe consist of only one class: ordinary shares.
Therefore, all of the Company's shares rank pari passu and no preferential
rights apply. No single person directly or indirectly, individually or
collectively, exercises control over the Company. The Directors are aware of
the following persons, who had an interest in 3% or more of the issued
ordinary share capital of the Company as at 30 January 2026:
% of issued share capital of the Company
Shareholder
Hargreaves Lansdown (Nominees) Limited 24.25%
Interactive Investors Services Nominees Limited 13.02%
Lawshare Nominees Limited 9.13%
Vidacos Nominees Limited 6.54%
HSDL Nominees Limited 4.83%
GHC Nominees Limited 4.80%
The Bank of New York (Nominees) Limited 3.63%
Interactive Brokers LLC 3.53%
Barclays Direct Investing (Nominees) Limited 3.23%
The Directors are not aware of any changes in interests between 30 January
2026 and the date of approval of the financial statements.
Financial risk management
The Group's principal financial instruments comprise cash and cash
equivalents, other payables and other receivables arising in the normal course
of its operations.
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. In order to maintain or
adjust the capital structure, the Group may adjust the amount of new shares
issued, or sell assets to reduce debt.
The Group's activities expose it to a variety of financial risks: market risk,
credit risk, liquidity risk and cash flow interest rate risk. See note 18.2
for more information on the financial risk management objectives and policies.
Greenhouse Gas (GHG) Emissions
The energy consumption has not been disclosed as the Group's consumption is
below 40,000 kWh
Responsibility statement
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law, the Directors have elected to prepare the
financial statements in accordance with UK adopted international accounting
standards. Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs and profit or loss of the Company and Group for that
period.
In preparing these Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether UK adopted international accounting standards have been
followed, subject to any material departures disclosed and explained in the
financial statements; and
· prepare the financial statements on a going concern basis, unless it
is inappropriate to presume that the Company will continue in business.
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
Group to enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and Group and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for preparing the Annual Report in accordance
with applicable law and regulations. The Directors consider the Annual Report
and the financial statements, taken as a whole, provide the information
necessary to assess the Group's position, performance, business model and
strategy and are fair, balanced and understandable.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
· the financial statements have been prepared in accordance with UK
adopted international accounting standards and give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Group;
and
· the management report includes a fair review of the development and
performance of the business and the financial position of the Group, together
with a description of the principal risks and uncertainties that they face.
Embed effective risk management, considering both opportunities and threats,
throughout the organisation
The Directors are responsible for maintaining the Group's systems of controls
and risk management in order to safeguard its assets.
Risk is monitored and assessed by the Board who meet regularly and are
responsible for ensuring that the financial performance of the Group is
properly monitored and reported. This process includes reviews of annual and
interim accounts, results announcements, internal control systems, procedures
and accounting policies.
Subsequent events
Please see note 20 for details of the Group's subsequent events.
Directors' confirmation
So far as the directors are aware, there is no relevant audit information of
which the Group's auditors are unaware, and they have taken all steps that
they ought to have taken as directors in order to make themselves aware of any
relevant audit information and to establish that the Group's auditors are
aware of that information.
Auditors
The auditors, Crowe U.K LLP, have expressed their willingness to continue in
office and a resolution to reappoint them will be proposed at the Annual
General Meeting.
By Order of the Board
Cameron Pearce
Director
30 January 2026
Corporate Governance
The Group recognises the importance of, and is committed to, high standards of
Corporate Governance. Whilst the Group is not formally required to comply
with the UK Corporate Governance Code 2018, the Group will try to observe,
where practical, the requirements of the UK Corporate Governance Code 2018, as
published by The Financial Reporting Council.
The Company intends to voluntarily observe the requirements of the UK
Corporate Governance Code 2018, save as set out below. As at the date of the
financial statements the Directors consider the Group to be in compliance with
the UK Corporate Governance Code 2018 with the exception of the following:
· The Company does not comply with the requirements of the UK Corporate
Governance Code in relation to the requirement to have a senior independent
director and the Audit Committee does not have three independent non-executive
directors. The Nomination & Remuneration Committees also do not include
independent directors.
· Due to the current size of the company, and the early stages of the
Project's life cycle, the Company has not developed a formal diversity policy,
and investment in and rewarding of the workforce. Furthermore, there have been
no board evaluations conducted within the year.
· All directors are not subject to annual re-election. Instead at least
one third of the current directors are put forward for re-election at each
annual general meeting, in accordance with the Company's Articles of
Association.
· Remuneration for the non-executive directors includes share options.
The awards are made in accordance with the Company's remuneration policy.
· The Board does not consider there to be a need for a formal
succession plan at this stage, but this will be monitored as the size and
complexity of the Company's activities develop.
As at the date of the financial statements, the Board has a share dealing code
that complies with the requirements of the Market Abuse Regulations. All
persons discharging management responsibilities (comprising only the Directors
at the date of this Document) shall comply with the share dealing code from
the date of Admission.
Set below are Blencowe Resources Plc's corporate governance practices for the
year ended 30 September 2025.
Leadership
The Company is headed by an effective Board which is collectively responsible
of the long-term success of the Company.
The role of the Board - The Board sets the Company's strategy, ensuring that
the necessary resources are in place to achieve the agreed strategic
priorities, and reviews management and financial performance. It is
accountable to shareholders for the creation and delivery of strong,
sustainable financial performance and long-term shareholder value. To achieve
this, the Board directs and monitors the Company's affairs within a framework
of controls which enable risks for the future success of the business to be
assessed and managed effectively. The Board also has responsibility for
setting the Company's core values and standards of business conduct and for
ensuring that these, together with the Company's obligations to its
stakeholders, are widely understood throughout the Company. The Board has a
formal schedule of matters reserved which is provided later in this report.
The Company aims to generate and preserve value over the long term primarily
through the development of its principal asset, the Orom-Cross Graphite
Project in the Republic of Uganda. Following the completion of a preliminary
feasibility study, the Company has now successfully completed a Definitive
Feasibility Study (DFS), which provides an independent project valuation to
international standards. The DFS represents a rigorous assessment of all
aspects of the project, including economic viability, principal risks,
engineering, and geological considerations, and confirms the robustness of
Orom-Cross as a long-life, scalable graphite development.
Board Meetings - The core activities of the Board are carried out in scheduled
meetings of the Board. These meetings are timed to link to key events in the
Company's corporate calendar and regular reviews of the business are
conducted. Additional meetings and conference calls are arranged to consider
matters which require decisions outside the scheduled meetings. During the
year, the Board met on 11 occasions. Any concerns identified that cannot be
resolved in these meetings will be documented in written form to the Chairman
and recorded in the formal minutes of the Company.
In addition to the Board meetings linked to corporate transactions, the
directors consider on an ad hoc, non-formal basis their effectiveness and
relevance, and that of management.
Outside the scheduled meetings of the Board, the Directors maintain frequent
contact with each other to discuss any issues of concern they may have
relating to the Company or their areas of responsibility, and to keep them
fully briefed on the Company's operations.
Matters reserved specifically for Board - The Board has a formal schedule of
matters reserved that can only be decided by the Board. The key matters
reserved are the consideration and approval of:
· the Group's overall strategy;
· financial statements and dividend policy;
· management structure including succession planning, appointments
and remuneration;
· material acquisitions and disposal, material contracts, major
capital expenditure projects and budgets;
· capital structure, debt and equity financing and other matters;
· risk management and internal controls;
· the Group's corporate governance and compliance arrangements; and
· corporate policies,
Summary of the Board's work in the financial year - During the year, the Board
considered all relevant matters within its remit, but focused in particular on
exploration and development of the Orom-Cross Graphite Project.
Attendance at meetings:
Member Meeting attended
Cameron Pearce Executive Chairman 11
Sam Quinn Non-Executive Director 11
Alexander Passmore Non-Executive Director 11
The Board is pleased with the level of attendance and participation of
Directors at Board and committee meetings.
The Chairman, Cameron Pearce, sets the Board Agenda and ensures adequate time
for discussion.
Non-executive Directors - The non-executive Directors bring a broad range of
business and commercial experience to the Company and have a particular
responsibility to challenge independently and constructively the performance
of the Executive management (where appointed) and to monitor the performance
of the management team in the delivery of the agreed objectives and targets.
Non-executive Directors - Are initially appointed for a term of three years,
which may, subject to satisfactory performance and re-election by
shareholders, be extended by mutual agreement.
Other governance matters - All of the Directors are aware that independent
professional advice is available to each Director in order to properly
discharge their duties as a Director. In addition, each Director and Board
committee has access to the advice of the Company Secretary.
The Company Secretary - The Company Secretary is FIM Secretaries Limited which
is retained on a consultancy basis. FIM Secretaries Limited is available to
Directors and advises the Board on UK compliance matters.
Effectiveness
For the period under review the Board comprised of an Executive Chairman and
two non-executive Directors. The Directors are of the view that the Board and
its committees consist of Directors with an appropriate balance of skills,
experience, independence and diverse backgrounds to enable them to discharge
their duties and responsibilities effectively.
The Board believes it has the correct balance of skills, reflecting a broad
range of commercial and professional skills across geographies and relevant
industries that is necessary to ensure the Company is equipped to deliver its
investment objective. Additionally, each Director has experience in public
markets.
The Directors and their roles and key personnel are displayed on the Company's
website: Management & Directors - Blencowe Resources
(blencoweresourcesplc.com)
(https://blencoweresourcesplc.com/management-directors/)
Independence - None of the Directors are considered to be independent, as they
have shareholdings in the Company as noted on page 11. It is intended that
additional Directors will be appointed in future and that independence will be
one of the key factors considered at that time. As at the date of this Report
no prospective Directors have been identified and no arrangements exist
(formal or informal) for the appointment of any other Director.
Appointments - The Board is responsible for reviewing the structure, size and
composition of the Board and making recommendations to the Board with regards
to any required changes. The non-executive directors informally scrutinise and
hold to account the performance of management and the Executive Chairman,
there are no other Executives on the Board. The Board are satisfied with the
current size and composition of the Board and management.
Commitments - All Directors have disclosed any significant commitments to the
Board and confirmed that they have sufficient time to discharge their duties.
Induction - All new Directors received an induction as soon as practical on
joining the Board.
Conflict of interest - A Director has a duty to avoid a situation in which he
or she has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict with the interests of the Company. The Board had
satisfied itself that there is no compromise to the independence of those
Directors who have appointments on the Boards of, or relationships with,
companies outside the Company. The Board requires Directors to declare all
appointments and other situations which could result in a possible conflict of
interest.
Accountability
The Board is committed to provide shareholders with a clear assessment of the
Group's position and prospects. This is achieved through this report and as
required other periodic financial and trading statements.
Going concern - As part of their going concern assessment set out in note 2.3,
the Board of Directors have reviewed cash flow forecasts for the 12 months
from the date these financial statements were signed and considered the
medium-term outlook through to December 2028 as described in the Viability
Statement. The Directors have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due over
the period to December 2028 provided further funding can be raised as
required. Due to the requirement to raise additional funding, a material
uncertainty with regard to going concern has been disclosed at note 2.3.
Risk is monitored and assessed by the Board as a whole and are responsible for
ensuring that the financial performance of the Company is properly monitored
and reported. This process includes reviews of annual and interim accounts,
results announcements, internal control systems, procedures and accounting
policies. Risk management is carried out by the Board of Directors. The Board
identifies and evaluates financial risks, and the key risk factors for the
Company are contained in the Financial Statements for the year ended 30
September 2025.
Internal controls - The Board of Directors reviews the effectiveness of the
Company's system of internal controls in line with the requirement of the
Code. The internal control system is designed to manage the risk of failure to
achieve its business objectives. This covers internal financial and
operational controls, compliance and risk management. Key controls consist
of segregation of duties, authorisation and approval policies and accounting
controls such as monthly reconciliations. The Directors consider the Company
has appropriate and effective internal controls in place for the year under
review and up to the date of approval of the Annual Report and Financial
Statements. The Directors acknowledge their responsibility for the Company's
system of internal controls and for reviewing its effectiveness. Risk is
monitored, assessed and managed by the Board as a whole who are responsible
for ensuring that the financial performance of the Company is properly
monitored and reported. This process includes reviews of annual and interim
accounts, results announcements, internal control systems, procedures and
accounting policies. The finance function is outsourced to FIM Capital Limited
and details of the duties performed are in a formal agreement. The Board
confirms the need for an ongoing process for identification, evaluation and
management of significant risks faced by the Company. The Directors carry out
a risk assessment before signing up to any commitments.
The Audit Committee
The Audit Committee consists of Cameron Pearce, Chair of the Committee, and
Alex Passmore. It aims to meet at least twice a year and is responsible for
ensuring that the Group's financial performance is properly monitored,
controlled, and reported to the Board. During the review year, the Audit
Committee met twice.
The Committee oversees the scope and effectiveness of the external audit and
ensures the Group complies with statutory and other regulatory requirements.
Given the size of the Group and the relative simplicity of its systems, the
Board has determined that there is currently no need for an internal audit
function. The existing procedures for internal financial control, including
expenditure controls, regular reconciliations, and management accounts, are
deemed appropriate for a Group of this size. The need for an internal audit
function will remain under review as the Group's operations evolve and become
more complex, particularly with the planned development of the project.
In line with the UK Corporate Governance Code, the Audit Committee's work
during the year included:
· Reviewing significant issues relating to the financial
statements, such as the assessment of impairment of intangible assets, and
ensuring these were appropriately addressed.
· Assessing the independence and effectiveness of the external
audit process, which included considering the approach to the appointment or
reappointment of the external auditor. The Committee reviewed the length of
tenure of the current audit firm, discussed when a tender was last conducted,
and provided advance notice of any retendering plans, where applicable.
· Evaluating how auditor independence and objectivity are
safeguarded, particularly when non-audit services are provided by the external
auditor.
The Audit Committee monitors in discussion with the auditors:
· The integrity of the Group's financial statements and significant
financial reporting judgements, such as the assessment of impairment of
intangible assets.
· Any formal announcements relating to the Group's financial
performance.
· The Group's internal financial controls and risk management
systems.
· The external auditor's independence and objectivity and the
effectiveness of the audit process, taking into account relevant UK
professional and regulatory requirements.
The Directors are responsible for taking all reasonably available steps to
safeguard the Company's assets and to prevent and detect fraud and other
irregularities
External auditor's independence
Since the last tender which was conducted in 2018, Crowe U.K LLP has acted as
independent auditor for eight years. The Audit Committee have held discussions
with the external auditors to confirm there are no non-audit services
provided, and no other independence considerations they should be aware of.
Remuneration and Nominations Committee
A Remuneration and Nominations Committee was established during 2020 and is
made up of the two non-executive directors. The Committee comprises Sam Quinn,
chairman of the committee, and Alex Passmore. They are not considered to be
independent directors. The Board considers the committee composition of two
directors to be sufficient due to the size of the company at this time. The
Remuneration and Nomination Committee meets at least annually and is
responsible for setting the remuneration policy for all executive directors
and the Company's chairman, including any compensation payments; recommends
and monitors the level and structure of remuneration for senior management;
evaluates the board of directors and examines the skills and characteristics
required of board candidates. During the year of review, the Remuneration and
Nomination Committee met once.
Remuneration paid to Directors in the period under review is disclosed in the
Directors' Remuneration Report.
The Committee is dedicated to implementing a remuneration policy that promotes
long-term incentives and aligns the interests of directors with those of
shareholders. Share and option awards should be phased, contain performance
milestones where appropriate and encourage long term participation.
The Committee considers in defining the remuneration policy that arrangements
should be clear and transparent, should avoid undue complexity, and should be
proportional to the services provided in delivering the Company's strategy and
purpose.
The Remuneration Committee to date has focused on share options and bonus
payments as the main incentives for executives, given the stage of development
of the Company and to further align senior management with shareholder
interests. Typically share options are subject to vesting conditions, such as
completion of feasibility studies or the introduction of strategic partners.
In addition, share price hurdles have been used to provide further shareholder
alignment. Given the nature of the Company as the developer of a mining
project and the potential for rerating of the Company's value as the project
advances, having a direct equity exposure is deemed to be the most desirable
form of management incentive. In addition, cash bonus payments are generally
kept to a minimum to preserve the Company's capital. Share options will
typically expire three months following the cessation of employment.
In accordance with the Company's Articles of Association, at every annual
general meeting at least one third of the current directors who are subject to
retirement by rotation will be put forward to retire.
Shareholder relations
Communication and dialogue - Open and transparent communication with
shareholders is given high priority and there is regular dialogue with
institutional investors, as well as general presentations made at the time of
the release of the annual and interim financial results. All Directors are
kept aware of changes in major shareholdings in the Company and are available
to meet with shareholders who have specific interests or concerns. The Company
issues its results promptly to the market via RNS and also publishes them on
the Company's website: www.blencoweresourcesplc.com
(https://blencoweresourcesplc.com/) . Regular market news updates are made in
relation to the Company including the status of its exploration and
development programme which is also included on the Company's website.
Shareholders and other interested parties can subscribe to receive news
updates by email by registering online on the website free of charge.
The Directors are available to meet with institutional shareholders to discuss
any issues and gain an understanding of the Company's business, its strategies
and governance. Meetings are also held with the corporate governance
representatives of institutional investors when requested.
Annual General Meeting - At every AGM individual shareholders are given the
opportunity to put questions to the Chairman and to other members of the Board
that may be present. Notice of the AGM is sent to shareholders at least 21
working days before the meeting. Details of proxy votes for and against each
resolution, together with the votes withheld are announced to the London Stock
Exchange and are published on the Company's website as soon as practical after
the meeting.
Viability statement
In accordance with provision 31 of the UK Corporate Governance Code (2018),
the Board has assessed the prospects of the Group over a three-year period,
taking account of the Group's current position and principal risks, and the
results of the recently completed DFS. For information regarding Group's going
concern position and funding requirements over the next twelve months, please
see note 2.3.
Time frame
The Board believes that three years is currently the most appropriate time
frame over which the Board should assess the long-term viability of the Group,
as this covers the period of the main development works to bring the mine into
operation. The Group's current activities do not generate any revenues or
positive operating cash flow.
Assessing viability
The main assumption in the Board making its viability assessment is the
ability of the Group to raise further funds in order to progress from the
exploration and completed feasibility phases into development and ultimately
into revenue-generating production. Whilst management have confidence that
funding will be raised, it is recognised the amount required is significantly
larger than the Group has raised in the past. The Group may not be able to
obtain additional financing as and when needed which could result in a delay
or indefinite postponement of exploration and development activities. The main
development activities that the company will be focused on in the next 3years,
dependent upon raising the funds required, will be the construction of the
10,000t/yr plant and commencement of production in quarter 2 2026, the
commencement of construction of the 50,000t/yr processing plant in 2026 and
production in 2027. The construction and operation of the SPG plant is
expected to run in parallel with the 50,000t plant. The company will assess
the commercial operations and costs in further detail with the DFS and ongoing
assessment of the operations and costs during tendering and construction.
Principal risk
The Directors have conducted a robust assessment of the principal risks facing
the Group as described on the preceding pages including those that threaten
its business model, future performance, solvency or liquidity. The Directors
are confident that they have put in place a strong management team with
wide-ranging expertise in mineral exploration and development who are capable
of dealing with the risk management in order to safeguard the Group's assets.
The directors are aware that the risks that could have the most adverse effect
are funding and capital markets, potential other risks include the political
risk in the country of business.
Based on the financial impact of the analysis outlined above and the
associated risks, management actions and controls that are either in place or
could be implemented, the Board expects that the Company will be able to
deliver the Orom-Cross Graphite Project.
Confirmation of viability
Taking account of these matters, the Directors have a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities
as they fall due over the period to December 2028, assuming that the financing
referred to above is completed as described. The Company's going concern
statement is detailed in note 2.3.
By Order of the Board
Cameron Pearce
Director
30 January 2026
Statement of Blencowe Plc's policy on Directors'
Remuneration
The Directors' Remuneration Report sets out the Company's policy on the
remuneration of Directors together with the details of Directors' remuneration
packages and services contracts for the year ended 30 September 2025.
Each of the Directors may be paid a fee at such rate as may from time to
time be determined by the Board. All the Directors are entitled to be
reimbursed by the Company for travel, hotel and other expenses incurred by
them in the course of their directors' duties relating to the Company.
There have been no changes to the Directors' remuneration or remuneration
policy since the publication of the Company's Prospectus dated 30 March 2020
with the exception of those mentioned below. The terms and conditions of
appointment for all the members of the Board are available for inspection at
our registered office.
Terms of employment
Cameron Pearce was appointed on 8 June 2018 by the Company to act as a
Non-Executive Director and Chairman of the Company and from 1 July 2024 is
paid fees of £120,000 per annum. If there is a change of control (as defined
in the letter of appointment), Mr Pearce will be entitled to 100% of his
annual fee as a lump sum payment if the Company terminates his employment, or
if Mr Pearce chooses to terminate his appointment within 12 months following a
change of control.
Sam Quinn was appointed on 8 June 2018 by the Company to act as a
Non-Executive Director and from 1 July 2024 is paid fees of £24,000 per
annum. If there is a change of control (as defined in the letter of
appointment), Mr Quinn will be entitled to 100% of his annual fee as a lump
sum payment if the Company terminates his employment, or if Mr Quinn chooses
to terminate his appointment within 12 months following a change of control.
Alex Passmore was appointed on 8 June 2018 by the Company to act as a
Non-Executive Director and is from 1 July 2024 is paid fees of £24,000 per
annum. If there is a change of control (as defined in the letter of
appointment), Mr Passmore will be entitled to 100% of his annual fee as a lump
sum payment if the Company terminates his employment, or if Mr Passmore
chooses to terminate his appointment within 12 months following a change of
control.
Remuneration policy
Base salary levels will take into account market data for the relevant role,
internal relativities, the individual's experience and their current base
salary. Where an individual is recruited below market norms, they may be
re-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.
Currently, there are no benefits in place.
The appointment of each Director may be terminated by either party on six
months' notice, which the Company considers to be an appropriate notice period
to retain key personnel.
The Remuneration and Nomination Committee comprises Sam Quinn, who acts as
chairman of the committee and Alex Passmore, and meets at least annually.
The Remuneration Committee reviews the scale and structure of the Directors'
fees, considering the interests of the shareholders and the performance of the
Company and Directors. Bonuses, pay rises and the grant of long term
incentives such as share options are linked to the achievement of key funding
and project milestones that are set from time to time by the Committee.
The items included in this report are unaudited unless otherwise stated.
The Company maintains contact with its shareholders about remuneration in the
same way as other matters and, as required by Section 439 of the Companies Act
2006, this remuneration report will be put to an advisory vote of the
Company's shareholders at the forthcoming Annual General Meeting.
Directors' emoluments and compensation (audited)
Set out below are the emoluments of the Directors:
Cameron Pearce Sam Quinn Alexander Passmore Total
30 September 2024
Base fee 102,000 30,000 19,500 151,500
Share Based Payments - - - -
Total 30 September 2024 102,000 30,000 19,500 151,500
30 September 2025
Base fee 120,000 24,000 24,000 168,000
Share based payments 69,412 69,412 24,294 163,118
Total 30 September 2025 189,412 93,412 48,294 331,118
The percentage of directors' emoluments of the total administrative costs for
the year is 22% (2024: 19%). The directors' base fees increased by £Nil,
(2024: £13,500) while the base salary costs of the key management employees
increased by £15,000 (2024: Nil increase).
Statement of Directors' shareholding and share interest (audited)
The Directors who served during the year ended 30 September 2025, and their
interests at that date, are disclosed on page 11.
Issue of options
As at the reporting date, the number of shares options that the Company has
issued to the Board and Senior Management are as follow;
Cameron Pearce (Chairman) 7,166,667
Mike Ralston (CEO) 11,166,667
Lionshead Consultants Ltd (Sam Quinn) (Non Exec Director) 6,333,333
Alexander Passmore (Non Exec Director) 2,633,333
Iain Wearing (COO) 7,833,333
For further information, please see note 17.
Other matters
The Company does not currently have any annual or long-term incentive schemes
(other than the one stated above) in place for any of the Directors and as
such there are no disclosures in this respect.
The Company does not have any pension plans for any of the Directors and does
not pay pension amounts in relation to their remuneration.
The Company has not paid out any excess retirement benefits to any Directors
or past Directors. The Company has not paid any compensation to past
Directors.
By Order of the Board
Sam Quinn
Director
30 January 2026
Independent Auditor's Report to the Members of Blencowe Resources Plc
Opinion
We have audited the financial statements of Blencowe Resources Plc (the
"Company") and its subsidiaries (the 'Group') for the year ended 30 September
2025 which comprise the Consolidated statement of comprehensive income,
Consolidated statement of financial position, Parent statement of financial
position, Consolidated statement of changes in equity, Parent statement of
changes in equity, Consolidated statement of cash flows, Parent statement of
cash flows and notes to the financial statements, including accounting
policies. The financial reporting framework that has been applied in the
preparation of the Group and Company financial statements is applicable law
and UK-adopted international accounting standards.
In our opinion:
the financial statements give a true and fair view of the state of the Group's
and of the Company's affairs as at 30 September 2025 and of the Group's loss
for the year then ended;
the Group and Company financial statements have been properly prepared in
accordance with UK-adopted international accounting standards; and
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and the Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty in relation to going concern
We draw attention to note 2.3 to the financial statements, which explains that
the Group and Company's ability to continue as a going concern is dependent on
the availability of further fundraising to commence the Phase 1 construction
of the Orom-Cross project. These conditions indicate the existence of a
material uncertainty which may cast significant doubt over the Group's and
Company's ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's and Company's ability to continue to adopt the going
concern basis of accounting included:
· We obtained the going concern assessment prepared by the
directors, and performed a detailed review of the supporting cash flow
forecasts.
· We assessed the systems and controls in place for the preparation
of the director's going concern assessment.
· We reviewed the prior year going concern forecasts against the
actual outcome in the current financial year.
· We checked the mathematical accuracy of the forecasts, agreed the
opening cash position to bank statements, and considered working capital
balances. We ensured that the period of going concern assessment covered at
least twelve months from the date of approval of the financial statements, and
enquired regarding any matters shortly after this date that would impact the
going concern consideration.
· We challenged the key assumptions based on expected timing and
amount within the going concern period, and comparison to historical actual
monthly expenditure.
· We held discussions with the directors on how they plan to raise
the additional funding required by the cash flow forecasts. This was
considered against their previous success in fundraising for the project.
· We reviewed the severe but plausible downside scenario of the
Group not raising the project funding within the going concern period, and
utilising existing cash balances and deferral of discretionary expenditure to
meet administrative and compliance costs over the going concern period.
· We reviewed the completeness of disclosures made in the financial
statements in relation to going concern, and that these disclosures were
consistent with the going concern assessment provided to us by the directors.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
financial statements as a whole to be £175,000 (2024 £150,000), based on
approximately 1.5% of total assets (2024: approximately 2% of total assets).
Materiality for the Company financial statements as a whole was set at
£145,000 (2024: £137,000) based on a percentage of total assets.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of
the specific risk of each audit area having regard to the internal control
environment. Performance materiality was set at 70% of materiality for the
financial statements as a whole, which equates to £120,000 (2024: £105,000)
for the Group and £101,500 (2024: £95,900) for the parent.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors' remuneration.
We agreed with the Audit Committee to report to it all identified errors in
excess of £8,750 (2024: £7,500). Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
The Group operates through the Company based in the United Kingdom which
performs administrative functions and provides funding to its exploration
subsidiary in Uganda, Consolidated Africa Resources Ltd- ("CARU"). We
performed a detailed scoping exercise of each individual account balance,
class of transaction and disclosure at a Group level to determine the
individual legal entities' contribution to each
significant account in the Group financial statements. This has resulted in
certain individual legal entities being subject to audit procedures through an
audit of the entire financial information.
In establishing our overall approach to the group audit, we determined the
type of work that needed to be performed in respect of each component. As
significant components, full scope audit were performed for both the Company
and CARU. Risk assessment analytical procedures were performed over the
results of Blencowe Battery Mines Uganda - SMC Ltd. All audit work was carried
out by the group audit team.
Given CARU is in the exploration stage of its work, we did not consider it
necessary to visit Uganda. The audit of the subsidiary in Uganda was conducted
remotely. Documentation and explanations from Uganda were obtained remotely.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We set out below, together with the material uncertainty in relation to going
concern above, those matters we considered to be key audit matters.
Key audit matter How our scope addressed the key audit matter
Carrying value of intangible assets - (note 9) We performed the following procedures as part of our audit of management's
assessment of the carrying value of intangible assets:
The Group holds intangible assets totalling £10.70m (2024: £7.60m) in
relation to the Orom-Cross project in Uganda. These costs are capitalised in · We obtained and reviewed the directors' assessment of the
accordance with the requirements of IFRS 6. indicators of impairment, as set out in IFRS 6 "Exploration for and evaluation
of mineral resources".
At each reporting date, the directors are required to assess whether there are
any indicators of impairment, that would require an impairment assessment to
be carried out. The directors concluded there were no indicators of
impairment. · We assessed the design and implementation of controls over the
impairment assessment process.
The directors' consideration of the impairment indicators requires them to
make certain judgements, and may include certain estimates. These matters are
considered to make this a key audit matter.
· We obtained copies of all licenses held by the Group, and
performed procedures to confirm the Group's control of the licenses, and that
they remain valid.
· Where the term of exploration license EL00076 had expired and was
in the renewal process, we assessed if renewal was likely to be granted.
· We made specific enquiries of the directors and key staff
involved in the exploration work, and reviewed budgets and forecasts to
support the Group continuing with further exploration work in each of its
license areas.
· We considered the results of the Definitive Feasibility Study,
which was completed subsequent to the year end, for indications that the
capitalised exploration costs may not be recoverable.
· We considered other matters detailed within IFRS 6 that may give
rise to an indication of impairment.
· We reviewed the adequacy of disclosures in the financial
statements in relation to the carrying value of the intangible assets.
Based on our work performed, we concur with management's assessment that there
are no indications of impairment to the Group's intangible assets, and
consider the financial statements disclosures to be appropriate.
Our audit procedures in relation to these matters were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on these matters individually and we express no such
opinion.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and
the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the company, or returns
adequate for our audit have not been received from branches not visited by us;
or
the company financial statements and the part of the directors' remuneration
report to be audited are not in agreement with the accounting records and
returns; or
certain disclosures of directors' remuneration specified by law are not made;
or
we have not received all the information and explanations we require for our
audit.
Corporate governance statement
We have reviewed the directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the entity's voluntary compliance with the provisions of the UK
Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements and our knowledge obtained during the
audit:
· Directors' statement with regards the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified set out on page 17;
· Directors' explanation as to their assessment of the Group's
prospects, the period this assessment covers and why the period is appropriate
set out on page 19.
· Directors' statement on whether they have a reasonable
expectation that the Group will be able to continue in operation and meets its
liabilities set out on page 20;
· Directors' statement on fair, balanced and understandable set out
on page 13;
· Board's confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on page 20;
· Section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out on page
17; and
· Section describing the work of the audit committee set out on
page 18.
Responsibilities of the directors for the financial statements
As explained more fully in the directors' responsibilities statement set out
on page 13, 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 Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and Company, and the procedures in
place for ensuring compliance. The most significant regulations identified
were the Companies Act 2006, listing rules of the London Stock Exchange and
the requirements of the Group's mining and exploration licenses. Our work
included direct enquiry of the directors, who oversee all legal proceedings,
reviewing Board minutes and requesting any correspondence with the mining
authorities.
· We made enquiries of management, the Audit Committee and the
Group's external legal counsel in Uganda about any litigations and claims and
compliance with local legislation in Uganda.
· We made enquiries of management and the Audit Committee regarding
any litigations or claims against the Company and Group in the UK or other
jurisdictions.
· We reviewed management's correspondence with the mining
authorities in Uganda for any instances of non-compliance with laws and
regulations.
· We reviewed legal expenditure accounts to understand the nature
of expenditure incurred, and to consider any undisclosed instances of
non-compliance.
· We reviewed board minutes and RNS announcements for any
indication of non-compliance with laws and regulations.
· We communicated the relevant laws and regulations identified to
all members of the engagement team, and remained alert to any indication of
non-compliance with laws and regulations, or potential fraud, throughout our
audit work.
As part of our audit planning process we assessed the different areas of the
financial statements, including disclosures, for the risk of material
misstatement. This included considering the risk of fraud where direct
enquiries were made of management and those charged with governance concerning
both whether they had any knowledge of actual or suspected fraud and their
assessment of the susceptibility of fraud. We considered the risk was greater
in areas that involve significant management estimate or judgement. Based on
this assessment we designed audit procedures to focus on the key areas of
estimation or judgement, this included risk-based testing
· of journal transactions using data analytic software, both at the
year end and throughout the
year.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that some material misstatements of the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK). The potential effects of inherent limitations
are particularly significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organised schemes
designed to conceal it, including deliberate failure to record transactions,
collusion or intentional misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 14 December 2018 to audit the
financial statements for the period ending 30 September 2018. Our total
uninterrupted period of engagement is eight years, covering the periods ending
30 September 2018 to 30 September 2025
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group or the Company and we remain independent of the Group
and the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Nick Jones
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London, U.K.
Date: 30 January 2026
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2025
Notes 30 Sep 2025 30 Sep 2024
GBP GBP
Exploration costs (67,444) (23,668)
Impairment of intangible assets - (103,279)
Administrative fees and other expenses 5 (1,468,799) (789,707)
Operating loss (1,536,243) (916,654)
Finance costs 15 (46,462) (44,987)
Loss before tax (1,582,705) (961,641)
Taxation 8 - -
Loss for the year attributable to owners of the parent (1,582,705) (961,641)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operation 170,299 58,840
Other comprehensive income, net of tax 170,299 58,840
Total comprehensive loss attributable to owners of the parent (1,412,406) (902,801)
Basic and diluted loss per share (pence) 10 (0.54) (0.45)
The accompanying notes form an integral part of the Financial
Statements.
Consolidated Statement of Financial Position as at 30 September 2025
Notes 30 Sep 2025
30 Sep 2024
GBP GBP
Non-current assets
Intangible assets 9 10,701,212 7,603,793
Current assets
Trade and other receivables 13 171,963 24,442
Cash and cash equivalents 868,284 114,694
Total current assets 1,040,247 139,136
Total assets 11,741,459 7,742,929
Current liabilities
Creditors: Amounts falling due within one year 14 (497,216) (1,020,375)
Surface liabilities 15 (142,139) (134,953)
Total current liabilities (639,355) (1,155,328)
Non-current liabilities
Surface liabilities 15 (858,785) (794,183)
Total liabilities (1,498,140) (1,949,511)
Net assets 10,243,319 5,793,418
Equity
Share capital 16 2,137,753 1,423,759
Share premium 16 14,196,324 9,377,229
Share options reserve 757,561 428,342
Translation reserve 2.9ii 259,877 89,579
Accumulated losses (7,108,196) (5,525,491)
Total equity 10,243,319 5,793,418
These financial statements were approved by the Board of Directors and
authorised for issue on 30 January 2026 and signed on its behalf by:
Cameron
Pearce Sam
Quinn
Director
Director
The accompanying notes form an integral part of the Financial
Statements.
Parent Statement of Financial Position as at 30 September 2025
Notes 30 Sep 2025 30 Sep 2024
GBP GBP
Fixed assets
Investment in subsidiaries 11 8,482,588 6,287,027
Other fixed assets 12 1,961,187 676,950
Total fixed assets 10,443,775 6,963,977
Current assets
Trade and other receivables 13 635,083 415,525
Cash and cash equivalents 868,284 114,694
Total current assets 1,503,367 530,219
Total assets 11,947,142 7,494,196
Current liabilities
Creditors: Amounts falling due within one year 14 (384,855) (588,873)
Total current liabilities (384,855) (588,873)
Net assets 11,562,287 6,905,323
Equity
Share capital 16 2,137,753 1,423,759
Share premium 16 14,196,324 9,377,229
Share options reserve 757,561 428,342
Accumulated losses (5,529,351) (4,324,007)
Total equity 11,562,287 6,905,323
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
Comprehensive Income in these financial statements. The loss after tax of the
parent company for the year was £1,205,345 (2024: loss of £523,728).
The Financial Statements were approved and authorised for issue by the Board
of Directors on 30 January 2026 and were signed on its behalf by:
Cameron
Pearce Sam
Quinn
Director
Director
The accompanying notes form an integral part of the Financial Statements.
Parent Statement of Financial Position as at 30 September 2025
Notes 30 Sep 2025 30 Sep 2024
GBP GBP
Fixed assets
Investment in subsidiaries 11 8,482,588 6,287,027
Other fixed assets 12 1,961,187 676,950
Total fixed assets 10,443,775 6,963,977
Current assets
Trade and other receivables 13 635,083 415,525
Cash and cash equivalents 868,284 114,694
Total current assets 1,503,367 530,219
Total assets 11,947,142 7,494,196
Current liabilities
Creditors: Amounts falling due within one year 14 (384,855) (588,873)
Total current liabilities (384,855) (588,873)
Net assets 11,562,287 6,905,323
Equity
Share capital 16 2,137,753 1,423,759
Share premium 16 14,196,324 9,377,229
Share options reserve 757,561 428,342
Accumulated losses (5,529,351) (4,324,007)
Total equity 11,562,287 6,905,323
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
Comprehensive Income in these financial statements. The loss after tax of the
parent company for the year was £1,205,345 (2024: loss of £523,728).
The Financial Statements were approved and authorised for issue by the Board
of Directors on 30 January 2026 and were signed on its behalf by:
Cameron
Pearce Sam
Quinn
Director
Director
The accompanying notes form an integral part of the Financial Statements.
Consolidated Statement of Changes in Equity for the year ended 30 September 2025
Share Share premium Share options reserve Accumulated losses Total equity
capital Translation reserve
GBP GBP GBP GBP GBP GBP
Balance as at 30 Sep 2023 1,338,566 8,637,399 428,342 30,739 (4,563,850) 5,871,196
Loss for the year - - - - (961,641) (961,641)
Exchange differences on translation of foreign operations - - - - 58,840
58,840
Total comprehensive loss - - - 58,840 (961,641) (902,801)
Transactions with owners
New shares issued (note 16) 85,193 766,733 - - - 851,926
Share issue costs (note 16) - (26,903) - - - (26,903)
Total transactions with owners 83,193 739,830 - - 825,023
-
Balance as at 30 Sep 2024 1,423,759 9,377,229 428,342 89,579 (5,525,491) 5,793,418
Loss for the year - - - - (1,582,705) (1,582,704)
Exchange differences on translation of foreign operations - - - - 170,299
170,299
Total comprehensive loss - - - 170,299 (1,582,705) (1,412,406)
Transactions with owners
New shares issued (note 16) 713,994 5,067,228 - - - 5,781,222
Share issue costs (note 16) - (248,133) - - - (248,133)
Warrants reserve - - 329,219 - - 329,219
Total transactions with owners 713,994 4,819,095 329,219 - 5,862,308
-
Balance as at 30 Sep 2025 2,137,753 14,196,324 757,561 259,877 (7,108,196) 10,243,319
The accompanying notes form an integral part of the Financial
Statements.
Parent Statement of Changes in Equity for the year ended 30 September 2025
Share Share premium Share option reserve Accumulated losses Total equity
capital
GBP GBP GBP GBP GBP
Balance as at 30 Sep 2023 1,338,566 8,637,399 428,342 (3,800,279) 6,604,028
Loss for the year - - - (523,728) (523,728)
Total comprehensive loss - - - (523,728) (523,728)
Total transactions with owners
New shares issued (note 16) 85,193 766,733 - - 851,926
Share issue costs (note 16) - (26,903) - - (26,903)
Total transactions with owners 85,193 739,830 - - 825,023
Balance as at 30 Sep 2024 1,423,759 9,377,229 428,342 (4,324,007) 6,905,323
Loss for the year - - - (1,205,345) (1,205,344)
Total comprehensive loss - - - (1,205,345) (1,205,344)
Total transactions with owners
New shares issued (note 16) 713,994 5,067,228 - - 5,781,222
Share issues costs (note 16) - (248,133) - - (248,133)
Warrants reserve - - 329,219 - 329,219
Total transactions with owners 713,994 4,819,095 329,219 - 5,862,308
Balance as at 30 Sep 2025 2,137,753 14,196,324 757,561 (5,529,352) 11,562,287
The accompanying notes form an integral part of the
Financial Statements.
Consolidated Statement of Cash Flows for the year ended 30 September 2025
Notes 30 Sep 2025 30 Sep 2024
GBP GBP
Operating activities
Loss after tax (1,582,705) (961,641)
Finance costs 46,462 44,987
Impairment - 103,279
Share based payment 17 329,219 -
Unrealised currency translation 96,264 204,739
Changes in working capital
(Increase)/decrease in trade and other receivables (147,523) 7,422
Increase in trade and other payables (590,973) (139,893)
Net cash flows utilised by operating activities (1,849,256) (741,107)
Cash flows from investing activities
Government grant 9 924,272 2,787,090
Investment in exploration assets* 9 (2,338,878) (2,846,130)
Net cash flows utilised by investing activities (1,414,606) (59,040)
Cash flows from financing activities
Advance payment for share capital 14 75,000 -
Shares issued (net of issue cost) 16 3,942,452 784,988
Net cash flows from financing activities 4,017,452 784,988
Increase/(decrease) in cash and cash equivalents 753,590 (15,159)
Cash and cash equivalents at the beginning of the year 114,694 129,853
Cash and cash equivalents at the end of the year 868,284 114,694
*The total additions in the investment in exploration assets on note 9 does
not agree to the amount in the cashflow due to the elimination of the non-cash
additions.
Net debt note
Cash at bank Surface Total
and in hand Liability
GBP GBP GBP
At 1 October 2023 129,853 (818,915) (689,062)
Cash flows (15,159) - (15,159)
Other non-cash changes - (110,221) (110,221)
As 30 September 2024 114,694 (929,136) (814,442)
As 1 October 2024 114,694 (929,136) (814,442)
Cash flows 753,590 - 753,591
Other non-cash changes - (71,788) (74,788)
As 30 September 2025 868,284 (1,000,924) (135,639)
The accompanying notes form an integral part of the Financial Statements.
Parent Statement of Cash Flows for the year ended 30 September 2025
30 Sep 2025 30 Sep 2024
Notes GBP GBP
Operating activities
Loss after tax (1,205,345) (523,728)
Less finance income (126,832) (79,881)
Increase in bad debt provision 12,13 - 31,289
Share based payment 17 329,219 -
Changes in working capital
Increase in trade and other receivables (219,557) (73,328)
Increase in trade and other payables (279,019) (198,046)
Net cash flows used in operating activities (1,501,534) (843,694)
Cash flows from investing activities
Loan advanced to subsidiary (1,157,405) (472,553)
Government grant 924,272 2,787,090
Investment in subsidiary, relating to exploration costs paid 11 (1,529,195) (2,270,990)
Net cash flows used in investing activities (1,762,328) 43,547
Cash flows from financing activities
Advance payment for share capital 75,000 -
Shares issued (net of issue cost) 16 3,942,452 784,988
Net cash flows from financing activities 4,017,452 784,988
Decrease in cash and cash equivalents 753,590 (15,159)
Cash and cash equivalents at the beginning of the year 114,694 129,853
Cash and cash equivalents at the end of the year 868,284 114,694
The accompanying notes form an integral part of the Financial Statements.
Notes to the Financial Statements for the year ended 30 September 2025
1. General
Blencowe Resources Plc (the "Company") is a public limited company
incorporated and registered in England and Wales with registered company
number 10966847. Its registered office is situated at 167-169 Great Portland
Street, Fifth Floor London, W1W 5PF.
The Group did not earn any trading income during the year under review but
incurred expenditure associated with financing and operation of the Group and
developing its principal assets.
2. Accounting policies
2.1 Basis of preparation
The principal accounting policies applied in the preparation of the Company
and Group's Financial Statements are set out below. These policies have been
consistently applied to the periods presented, unless otherwise stated.
The Company and Group's Financial Statements have been prepared in accordance
with UK adopted international accounting standards ("IFRS") and S408 exemption
being applied.
The Group's Financial Statements are presented in GBP, which is the Company's
functional currency. All amounts have been rounded to the nearest pound,
unless otherwise stated.
2.2 Basis of consolidation
The Consolidated Financial Statements comprise the financial statements of the
Company and its subsidiaries Consolidated African Resources Limited ("CARU")
and Blencowe Battery Mines Uganda - SMC Limited.
Subsidiaries are fully consolidated from the date of acquisition, being the
date on which the Group obtains control. Control is achieved when the Group
is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over an
investee, including:
• the contractual arrangement with the other vote
holders of the investee;
• rights arising from other contractual arrangements;
and
• the Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included in the Group
Financial Statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions that are recognised, are
eliminated in full.
2.3 Going concern
At 30 September 2025, the Group had £11,741,459 of total assets (2024:
£7,742,929), of which £868,284 are held as cash and cash equivalents (2024:
£114,694).
In making an assessment of going concern for the Group and Company, the Board
of Directors have reviewed cash flow forecasts covering a period to 31 May
2027 and have concluded that it is appropriate to prepare the financial
statements on a going concern basis.
Management base case assessments assumes raising project finance for Phase 1
construction of the Orom-Cross project. Measures to secure this funding are in
process and at the present time this funding is uncertain.
These conditions indicate the existence of a material uncertainty, which may
cast doubt over the Group's and Company's ability to continue as a going
concern, and therefore that it may be unable to realise its assets and
discharge its liabilities in the normal course of business. The financial
statements do not include adjustments that would arise in the event of the
Group and Company not being able to continue as a going concern.
Management have prepared a severe but plausible downside scenario in which the
project funding is not raised within the going concern period. In this
scenario the Group will utilise its existing cash resources including funding
raised in December 2025 and deferral of discretionary expenditure to meet its
obligations as they fall due within the going concern period.
2.4 Changes in material accounting policies
The Group and Company have adopted all new IFRS and amendments to IFRS
applicable for this period. There has been no change to the Group's accounting
policies as a result, and no other material impact to the financial
statements.
2.5 Standards, amendments and interpretations to published standards not yet effective
The Directors have reviewed the IFRS standards in issue but not in effect as
of the period end. In their view, none of these standards would have a
material impact on the financial statements of the Group.
2.6 Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it
determines that those assets will be successful in finding specific mineral
resources. Expenditure included in the initial measurements of exploration and
evaluation assets and which are classified as intangible assets relate to the
acquisition of rights to explore, exploratory drilling, sampling and
activities to evaluate the technical feasibility and commercial viability of
extracting a mineral resource. Capitalisation of pre-production expenditure
ceases when the mining property is capable of commercial production.
Impairment
Exploration and evaluation assets are not subject to amortisation until
production commences but are assessed for impairment when an event or trigger
requires an assessment to be carried out. The assessment is carried out by
allocating exploration and evaluation assets to cash generating units
("CGU's"), which are based on specific projects or license areas. Currently
there is one mining license relating to the Orom-Cross Project, with a number
of nearby exploration licenses. Whenever the exploration for and evaluation of
mineral resources in cash generating units does not lead to the discovery of
commercially viable quantities of mineral resources and the Group has decided
to discontinue such activities of that unit, or other indications of
impairment are idenfitied, the associated expenditures are written off to the
Statement of Comprehensive Income.
2.7 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial liability or equity instrument of another.
(i) Financial assets
Financial assets are classified at initial recognition. The classification of
financial assets at initial recognition that are debt instruments depends on
the financial asset's contractual cash flow characteristics and the Group's
business model for managing them. The Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised
cost, it needs to give rise to cash flows that are 'solely payments of
principal and interest (SPPI)' on the principal amount outstanding. This
assessment is referred to as the SPPI test and is performed at an instrument
level.
Classification and measurement is based on both whether contractual cash flows
are solely payments of principal and interest; and whether the debt instrument
is held to collect those cash flows. In the case of the Group, all financial
assets meet this criteria and they are held at amortised cost.
Impairment of financial assets
IFRS 9's impairment requirements use more forward-looking information to
recognise expected credit losses - the ECL model.
ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Company expects
to receive, discounted at the original effective interest rate. The expected
cash flows will include cash flows from the sale of collateral held or other
credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12 months (a '12-month ECL'). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a 'lifetime ECL').
For the Company's receivables from its subsidiary, management have assessed a
12 month ECL at 5% to be appropriate for the current year.
(ii) Financial liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at amortised cost. The Group's financial liabilities include trade
and other payables and surface liabilities.
Subsequent measurements
Surface liabilities and trade and other payables.
After initial recognition, surface liabilities and trade and other payables
are subsequently measured at amortised cost using the effective interest rate
method. Gains and losses are recognised in the statement of profit or loss
when the liabilities are derecognised, as well as through the effective
interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the effective
interest rate. The effective interest rate amortisation is included as finance
costs in the statement of profit or loss.
2.8 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from proceeds.
Warrants
Warrant options have been classified as equity since they meet the definition
of IAS 32 as equity. The fair value of the warrants has been calculated
using the Black-Scholes option pricing model. For more information, please
see note 17.
Share options
The Group accounts for the equity-settled share options it has issued in
accordance with IFRS 2. The share options are recognised at their fair value
at the date of grant. The total share based payment charge expensed is
recognised over the vesting period, which is the period over which performance
conditions are to be satisfied. The fair value is calculated using the
Black-Scholes option pricing model, adjusted for the probability of meeting
market based vesting conditions where these are included. The inputs used in
the model are based on management's best estimate.
No expense is recognised for options that do not ultimately vest, except for
awards where vesting is conditional on a market condition or non-vesting
condition, which are treated as vesting irrespective of whether or not the
market or non-vesting condition is satisfied, provided all other performance
or service conditions are satisfied.
2.9 Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). The consolidated financial
statements are presented in Great British Pounds currency (GBP).
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date are
retranslated to the functional currency at the exchange rate at that date.
Foreign exchange gains and losses resulting from the settlement of such
transactions, and from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange rates, are generally
recognised in profit or loss.
Non-monetary items in a foreign currency that are measured in terms of
historical cost are translated using the exchange rate at the date of the
transaction. Foreign currency differences arising on the translation of
subsidiaries functional currencies into the Group's presentational currency of
GBP are accumulated in the translation reserve.
2.10 Earnings per share
The Company presents basic and, when appropriate, diluted earnings per share
("EPS") data for its Ordinary Shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of Ordinary Shares outstanding during the year.
Diluted EPS is calculated by adjusting the earnings and number of shares for
the effects of dilutive potential Ordinary Shares.
2.11 Income tax
Income tax expense comprises current tax and deferred tax.
Current income tax
A 19% rate of corporate income tax applies to the Company. From 1 April 2023
the main corporation tax increased from 19% to 25%, and a new 19% small
profits rate of corporation tax was introduced for companies whose profits do
not exceed £50,000.
Deferred income tax
Deferred tax is recognised in profit or loss except to the extent that it
relates to a business combination, or items recognised directly in equity or
in other comprehensive income. Deferred income tax is recognised on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the Financial Statements. Deferred income tax assets and
liabilities are measured on an undiscounted basis at the tax rates that are
expected to apply to the period when the related asset is realised or the
liability is settled, based on tax rates (and tax laws) that have been enacted
or substantively enacted at the date of the Consolidated Statement of
Financial Position.
2.12 Investment in subsidiaries
Investments in subsidiaries are measured at cost less impairment. The
investment in subsidiary balance includes any exploration costs paid on behalf
of a subsidiary. The balance also includes the impact of the government grant
received from the US Government. Refer to Note 2.14.
2.13 Cash and cash equivalents
Cash and cash equivalents in the Company and Group statements of financial
position comprise bank balances only.
2.14 Government grants
Government grants are recognised where it is reasonably assured the company
will comply the with conditions and the grant will be received. Government
grants are accounted for using the capital approach. Under this approach,
the grant funds are recognised outside the statement of comprehensive income.
Government grants related to intangible assets, shall be presented in the
statement of financial position by deducting the grant funds from the
intangible asset in arriving at the carrying amount of the intangible asset.
The grant funds are recognised in the statement of comprehensive income over
the life of a depreciable asset as a reduced depreciation expense.
3. Critical accounting estimates and judgements
In preparing the Company and Group Financial Statements, the Directors are
required to make judgements, estimates and assumptions that affect the amounts
reported. These estimates and judgements are continually reviewed and are
based on experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances.
Accounting estimates and assumptions are made concerning the future and, by
their nature, may not
accurately reflect the related actual outcome.
Critical accounting estimates
Interest charge on amounts falling after one year
At year end, the NPV of the liability for surface rights to the owners of
the land was £1,000,924 (2024: £929,136). Interest is charged on the
liabilities at a rate of 5%, if the discount rate used to calculate the
present value of the liabilities was to increase by 1%, the carrying value of
the surface rights liability would increase by around £56,027 (2024:
£36,685). The interest charged during the year was for the surface rights was
£62,299 (2024: £61,687), if the rate was increased by 1% then the interest
charge would increase by approximately £15,900 (2024: £6,168). For further
information on the lease, please see note 15.
Critical accounting judgements
Impairment of intangible assets - exploration and evaluation costs
IFRS 6 requires entities recognising exploration and evaluation assets to
perform an impairment test on those assets when specific facts and
circumstances indicate an impairment test is required. The assessment involves
judgement as to the status of licenses and the likelihood of renewal of
exploration licenses which expire in the near future. The directors also make
a judgement on the ability to meet license obligations, budgets and plans for
future exploration activity, the results of that exploration activity, and to
assess the recoverability of the capitalised exploration and evaluation costs
on development of the project.
Surface Iiability
Management are required to make judgements on when the terms of certain
instalment payments under the surface rights agreement are met. The value of
the surface liability is measured at the present value of the estimated
payments due to the Landowner's Association over the lease term. If the
payments for which judgement is required were made one year later the
difference in the liability to the Landowners would decrease by £6,525.
Going concern
In their assessment of going concern, the Directors have prepared cash flow
forecast showing the Groups' expected future expenditure. The Directors were
required to make estimates and judgements over future cash flows and funding.
For further information about the Group's going concern, please see note 2.3.
4. Operating segment activities
The Group is engaged in the business of mining. At this stage in the Group's
development, the Group is focusing on financing and continued development of
the Orom-Cross Graphite Project in Uganda. This is considered to be the only
operating segment.
5. Administrative fees and other expenses
30 Sep 2025 30 Sep 2024
GBP GBP
Directors' remuneration (see note 6) 170,453 153,556
Professional fees 406,568 129,617
Salaries (see note 7) 142,500 150,000
Listing fees 140,331 43,238
Audit fees 48,945 42,000
Surface liability adjustment (24,710) -
Share option/warrant cost (see note 17) 329,220 -
Administration fees 58,500 47,000
Broker fees 25,036 33,241
Travelling expenses 50,377 16,395
Miscellaneous fees 7,708 42,884
Foreign currency loss 113,871 131,776
Total 1,468,799 789,707
Key management remuneration, together with any share-based payments, are
disclosed in note 7.
6. Directors' remuneration
30 Sep 2025 30 Sep 2024
GBP GBP
Base fees 168,000 151,500
Employer NI 2,453 2,056
Share based payment 163,118 -
Total 331,118 153,556
In addition, the Directors received options which are disclosed in note 17.
7. Key management personnel
The number of key management (excluding members the Board) employees
throughout the year was as follows;
30 Sep 2025 30 Sep 2024
By the Company 2 2
By the Group 2 2
The key management employees who served during the year, together with details
of their interest in the shares of the Company as at the reporting date were:
Number of shares Value of the shares 30 Sep 2025
Michael Ralston - CEO 13,891,666 £815,617
Iain Wearing - COO 13,461,666 £725,167
Number of shares Value of the shares
30 Sep 2024
Michael Ralston - CEO 3,225,000 £177,375
Iain Wearing - COO 408,333 £22,458
The total base salary costs recognised as an expense for the year was
£142,500 (2024: £150,000). A further £111,500 (2024: £90,000) was
capitalised as they are related to the Orom-Cross Graphite Project. There was
no other component of compensation.
8. Taxation
Analysis of charge in the year 30 Sep 2025 30 Sep 2024
GBP GBP
Current tax:
UK Corporation tax on loss for the year - -
Deferred tax - -
Tax on loss - -
30 Sep 2025 30 Sep 2024
GBP GBP
Loss before tax (1,582,705) (961,641)
Tax credit at 19% (300,714) (182,711)
Tax effect of expenses not deductible for tax 105,089 22,914
Tax losses for which no deferred tax asset is recognised 195,625 159,797
Taxation charge for the year - -
The Parent Company has accumulated tax losses arising in the UK of £4,058,005
(2024: £3,405,762) that are available, under current legislation, to be
carried forward against future profits.
9. Intangible and other assets
For the year ended 30 September 2025 intangible assets represent only
capitalised costs associated with the Group's exploration, evaluation and
development of mineral resources.
Group Exploration assets Government Grant Total
GBP GBP GBP
Balance at 30 September 2023 7,863,650 - 7,863,650
Additions - during the year 2,846,130 - 2,846,130
Impairment (103,279) - (103,279)
Government grant - (2,787,090) (2,787,090)
Exchange differences (215,618) - (215,618)
Balance at 30 September 2024 10,390,883 (2,787,090) 7,603,793
Additions - during the year 3,929,517 - 3,929,517
Impairment - - -
Government grant - (924,272) (924,272)
Exchange differences 92,174 - 92,174
Balance at 30 September 2025 14,412,572 (3,711,362) 10,701,212
Additions during the year represent exploration costs at Orom-Cross Graphite
Project.
The company signed a US$5 million agreement with the U.S. International
Development Finance Corporation ("DFC") in order to provide substantial
funding for the Orom Cross Definitive Feasibility Study programme, via a
Technical Assistance Grant ("TAG"). The DFC is a proxy for the US Government
which funds the organisation and ultimately sets its vision, parameters and
funding distribution. DFC payments will be made upon as agreed feasibility
study milestones are achieved. As part of the US$5 million Technical
Assistance Grant ("TAG") the DFC has a right of first refusal on commercial
terms to arrange project financing for the Orom-Cross project, which may
deliver Blencowe with a full funded solution to bring Orom-Cross into
production with support from a major financial institution. The agreement is
subject to various events of default.
10. Loss per share
The calculation of the basic and diluted loss per share is based on the
following data:
30 Sep 2025 30 Sep 2024
Earnings
Loss from continuing operations for the year attributable to the equity (1,582,705) (961,641)
holders of the Company (£)
Number of shares
Weighted average number of Ordinary Shares for the purpose of basic and 295,608,560 216,036,425
diluted earnings per share
Basic and diluted loss per share (pence) (0.54) (0.45)
11. Investment in subsidiaries
Details of the Company's subsidiary at 30 September 2025 are as follows:
Name of the subsidiaries Place of incorporation Portion of ordinary shares held Principal activity
Consolidated African Resources Limited Uganda 100% Exploration
Uganda 100% Dormant
Blencowe Battery Mines Uganda - SMC Limited
30 Sep 2025 30 Sep 2024
GBP GBP
Investments in subsidiaries
Investments at the beginning of the year 6,287,027 6,287,027
Additions during the year 3,119,833 2,270,990
Government grant (924,272) (2,270,990)
Total investment in subsidiaries 8,482,588 6,287,027
The Group's subsidiary Blencowe Battery Mines Uganda - SMC Limited had no
significant transactions during the year as it is dormant.
As described in note 9, the Company received amounts totalling £924,272
(2024: £2,787,090) as grant from the U.S. International Development Finance
Corporation ("DFC") relating to expenditure incurred on the Orom Cross
Definitive Feasibility Study programme. Of the total expenditure, £924,272
(2024: £2,270,990) was incurred by the parent company and recognised as an
increase in its investment in the subsidiary Consolidated Africa Resources
Limited ("CARU"). The remaining amount was incurred by CARU and recognised as
an increase to the intercompany loan with the parent company (note 12). The
grant receipts have accordingly been recorded in the parent company accounts
to offset the relevant Feasibility Study costs included in the investment
value and the intercompany loan.
12. Other fixed assets
30 Sep 2025 30 Sep 2024
Group Company Group Company
GBP GBP GBP GBP
Loan to subsidiaries (see below) - 2,064,271 - 739,352
Less: ECL provision - (103,084) - (62,402)
Total - 1,961,187 - 676,950
On 18 December 2020 the Company and its subsidiary entered into a loan
agreement. The facility is for an amount up to £5,000,000 and carries a base
interest of 5% plus Bank of England interest rate per annum chargeable at year
end. The loan is considered to be a long-term asset.
During the year, the Company agreed to cover some expenses for Consolidated
African Resources Limited (CARU) for the value of £686,807 (2024: £575,140).
The amount borrowed at the year end was £2,064,271 (2024: £739,352). The
total interest charged for the year ended 30 September 2025 is £126,832
(2024: £79,448). The interest payable at the year end was £324,487 (2024:
£197,655).
The value of the loan is subject to 12 months ECL of 5%, representing the
possible default events over the next 12 months of the financial instrument.
Due to the increase of expenses paid by the Company on behalf of CARU, the
loan and its interest has increased, this has led to an increase in the
provision during the year.
30 Sep 2025 30 Sep 2024
Group Company Group Company
GBP GBP GBP GBP
Brought forward ECL provision - 62,402 - 35,363
Provision expense - 40,682 - 27,039
Carried forward ECL provision - 103,084 - 62,402
13. Trade and other receivables
30 Sep 2025 30 Sep 2024
Group Company Group Company
GBP GBP GBP GBP
Other receivables 147,603 147,603 8,948 8,948
Amounts due from subsidiary - 471,834 - 391,084
Prepayments 24,360 15,646 15,494 15,493
Total 171,963 635,083 24,442 415,525
Included within other receivables is amounts receivable from CARU.
30 Sep 2025 30 Sep 2024
Group Company Group Company
GBP GBP GBP GBP
Amount receivable from CARU - 496,667 - 411,667
Less: ECL provision - (24,833) - (20,583)
Total - 471,834 - 391,084
In the current year the value of the receivable was subject to 12 months ECL
of 5%. The increase in the provision expense is due to the charge of
management fees from the Company to its subsidiary CARU. As of the year end,
the amount that CARU owes the Company on management services was £496,667
(2024: £411,667).
30 Sep 2025 30 Sep 2024
Group Company Group Company
GBP GBP GBP GBP
Brought forward ECL provision - 20,583 - 16,333
Provision expense - 4,250 - 4,250
Carried forward ECL provision - 24,833 - 20,583
14. Creditors: Amounts falling due within one year
30 Sep 2025 30 Sep 2024
Group Company Group Company
GBP GBP GBP GBP
Trade payables 269,940 264,100 634,918 512,825
Advance payment of share capital 75,000 75,000 - -
Ugandan taxes 106,521 - 309,409 -
Accruals 45,755 45,755 76,048 76,048
Total 497,216 384,855 1,020,375 588,873
15. Creditors
The Ugandan Mining Act 2003 requires an applicant for a mining lease to obtain surface rights from landowners in the mineral area before the respective mining lease can be granted. Accordingly, when the Group acquired its subsidiary, it obtained surface rights by way of 49 years lease over the area. The liability to the landowners is to be paid in 10 instalments on a section basis as the project progresses. The progress on each section is not limited to any time frames and is at the Group's discretion.
On 10 September 2022 the surface rights agreement was revised and signed
between the Locomo Communal Land Association and Consolidated African
Resources Limited, the surface rights remain at 49 years. The liability to the
land owners will be paid in 8 instalments at defined dates, which are subject
to certain conditions being achieved with the final payment due in 2035.
30 Sep 2025 30 Sep 2024
GBP GBP
Balance as at 1 October 929,136 818,915
Change in estimate 25,640 148,468
Interest charged during the period 46,462 44,987
Exchange gain (314) (83,234)
Total payable as at 30 September 1,000,924 929,136
Analysis between current and non-current liability
Payable within 12 months 142,139 134,953
Payable after 12 months 858,785 794,183
1,000,924 929,136
The value of the liability is measured at the present value of the contractual
payments due to the Land Owners' Association over the lease term, with the
discount rate of 5%.
At the statement of financial position date, the Group undiscounted amount
payable to the Land Owners is;
2025 2024
GBP GBP
Payable within 1 years 142,139 134,953
Payable within 2-5 years 568,557 269,907
Payable after 5 years 568,557 809,720
1,279,253 1,214,580
16. Share capital
Number of shares issued Nominal value per share Share capital Share premium Total share capital
GBP GBP GBP GBP
At 30 Sep 2023 209,418,470 0.005 1,338,566 8,637,399 9,975,965
Issue of Ordinary shares 17,038,520 0.005 85,193 766,733 851,926
Share issue costs - - - (26,903) (26,903)
At 30 Sep 2024 226,418,470 0.005 1,423,759 9,377,229 10,800,988
Issue of Ordinary shares 142,798,607 0.005 713,994 5,067,228 5,760,389
Share issue costs - - - (248,133) (248,133)
At 30 Sep 2025 369,217,077 0.005 2,137,753 14,196,324 16,334,077
During the year ended 30 September 2025, the Company issued the following
shares;
Date Number of Ordinary shares issued Nominal share value Share price
GBP GBP
06 November 2024 27,946,890 0.005 0.0400
05 December 2024 37,711,260 0.005 0.0500
12 December 2024 3,150,000 0.005 0.0400
19 December 2024 3,691,250 0.005 0.0400
24 April 2025 36,232,063 0.005 0.0300
11 July 2025 2,000,000 0.005 0.0300
30 July 2025 1,676,794 0.005 0.0400
14 August 2025 7,250,000 0.005 0.0400
17 September 2025 23,140,350 0.005 0.0475
All of the shares issued are classed as ordinary and have similar rights
attached to them. 84,922,367 warrants were issued in the current financial
year.
As at 30 September 2025 the number of shares issued and fully paid were
368,467,316 (2024: 225,158,174), 740,761 shares are unpaid at 30 September
2025 (2024: unpaid shares 1,260,296).
17. Share based payments
Options
The following options were issued in exchange for a good or service:
30 Sep 2025 30 Sep 2024
Options Number of options Weighted average exercise price Number of options Weighted average exercise price
Outstanding on 01 Oct 21,000,000 5.76p 21,000,000 5.76p
Issued during the year 5,100,000 5.00p - -
Issued during the year 10,700,000 0.50p - -
Exercised during the year (1,666,667) 6.00p - -
Outstanding on 30 Sept 35,133,333 4.32p 21,000,000 5.76p
Weighted average remaining contractual Life 2.56 years 2.17 years
The options issued prior to 1 October 2021 have no vesting periods and have
been recognised upon issue. If the options remain unexercised after a period
of five years from the date of grant, they will expire. The share options
cannot be exercised if the holder has ceased employment.
The options issued in 2023 include a market based vesting condition, the share
options would only vest if the share price of the Company trades in excess of
10p per share for 10 consecutive days.
The above options were valued using the Black Scholes valuation method,
adjusted for the probability of meeting the market-based vesting condition.
The expected future volatility has been determined by reference to the average
volatility of similar entities during the year.
The options issued in the year have been accounted for using the Black
Scholes valuation method:
Options 30 Sep 2025 30 Sep 2023
Share Price 3.95p 4.6p
Exercise Price 5.00p 5.00p
Expected Volatility 54% 67%
Expected Life 5 years 5 years
Risk-free Rate 4.36% 3.47%
Expected Dividend Nil Nil
Fair Value (GBP) 90,466 26,194
The DFC Performance Shares were also accounted for using the Black Scholes
valuation method:
Options 30 Sep 2025 30 Sep 2024
Share Price 3.95p -
Exercise Price 0.50p -
Expected Volatility 54% -
Expected Life 1 year -
Risk-free Rate 4.21% -
Expected Dividend Nil -
Fair Value (GBP) 371,356 -
Deferred tax
No deferred tax asset has been recognised in respect of share options and
warrants due to the uncertainty of the future trading profits.
18. Financial instruments
18.1 Categories of financial instruments
30 Sep 2025 30 Sep 2024
Group Company Group Company
GBP GBP GBP GBP
Financial assets at amortised cost
Other receivables 147,603 619,436 8,948 400,032
Cash and cash equivalents 868,284 868,284 114,694 114,694
Financial liabilities at amortised cost
Trade and other payables 497,216 384,855 944,327 588,873
Surface liability 1,000,924 - 929,136 -
18.2 Financial risk management objectives and policies
The Company's major financial instruments include cash and cash equivalents, trade and other payables and other receivables. The fair value of the Group's financial instruments approximates their carrying value. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. Management monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
Currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the United States Dollar ("USD") Ugandan shilling ("UGX") and Australian Dollar ("AUD"). Foreign exchange risk arises from recognised monetary assets and liabilities. The Group also exposes to currency exposure, BRUL expenses are paid in both USD, UGX and AUD, with the amount payable to the land owners denominated in UGX.
The table below summaries the financial assets and liabilities denominated in
foreign currencies.
30 Sep 2025 30 Sep 2024
USD UGX AUD USD UGX AUD
Financial assets 4,826 - - 133 - -
Financial liabilities 163,549 1,108,699 32,684 46,483 1,238,545 435,741
With all other variables held constant, the effect on profit and loss had the
GBP weakened or strengthened against USD/UGX/AUD by 5% at the year end results
in a £50,866 (2024: (£17,796)) change in value.
Credit risk
Credit risk arises on cash balances. The amount of credit risk is equal to the
amounts stated in the statements of financial position for each of the assets
(notes 12 & 13).
The Group's policy to manage this risk is to deal with banks that are
regulated entities. The Group's principal banker, Barclays Bank PLC, is
regulated by the United Kingdom Financial Conduct Authority, and has a credit
rating of A-1 (2024: A1).
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and
marketable securities and the availability of funding through an adequate
amount of committed credit. The Company aims to maintain flexibility in
funding.
The maturity of the Company's financial liabilities at the statement of
financial position date, based on the contracted undiscounted payments are
disclosed in note 14 and surface liability included in note 15, falls within
one year and payable on demand.
Capital risk
The Company defines capital as the total equity of the Company. The Company's
objectives when managing capital are to safeguard the Company's ability to
continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital.
19. Related party transactions
Details of Directors 'remuneration are disclosed in note 6.
Sam Quinn is a director and shareholder of the Company and a Director of
Lionshead Consultants Limited. During the year, Lionshead Consultants
Limited charged consultancy fees of £60,000 (2024: £42,000).
20. Events after the year end
On 1 October 2025, the Company received notice to exercise 1,666,666 warrants
of 4.5p each resulting in the receipt of approximately £75,000. The Company
has issued 1,666,666 new ordinary shares.
On 3 October 2025 the Directors announced that they had issued 10,700,000 DFC
performance shares as outlined in the prospectus dated 26 November 2024. The
DFC Performance Options were granted in recognition of obtaining the DFC grant
of up to $5m. The DFC Performance Options vested following the fifth drawdown
of funds on 23 May 2025. Accordingly, the Company has issued 10,700,000
Shares (the "DFC Performance Shares") at par value of 0.5p.
On 8 October 2025, the Company received notice to exercise 500,000 warrants of
4.5p each and 937,500 warrants of4.0p each resulting in the aggregate receipt
of £60,000. The Company will issue 1,437,500 new ordinary shares.
On 23 October the Company has received notices to exercise 7,499,999 warrants
at an issue price of 4.5p each resulting in the receipt of approximately
£337,500. The Company will issue a total of 7,499,999 new ordinary Shares.
On 13 November 2025 the Company received notices to exercise 1,666,666
warrants at an issue price of 4.5p each resulting in the receipt of
approximately £75,000. The Company will issue a total of 1,666,666 new
ordinary Shares.
On 17 November 2025 the Company received notices to exercise 1,999,999
warrants at an issue price of 4.5p each resulting in the receipt of
approximately £90,000. The Company will issue a total of 1,999,999 new
ordinary Shares.
On 25 November 2025 the Company published a Prospectus for the issuance of
11,142,265 New Ordinary Shares, comprising5,583,334 warrant shares raising
£297,500 and 5,558,931 shares issued to advisers and consultants in lieu of
fees. This publication refreshes the company's headroom for future fundraising
activities, following a total of £937,500 raised from warrant exercises since
October 2025. The company's total issued share capital will be 405,330,172
Ordinary Shares, with an equivalent number of voting rights.
On 1 December 2025 the Company announced the results of the recently completed
Definitive Feasibility Study ("DFS") for its 100%-owned Orom-Cross graphite
project in Uganda. The DFS assesses an initial 15 year Life of Mine ("LOM");
with only ~2% of the deposit drilled, the Company expects significant Life of
Mine extensions as further drilling converts additional resources to reserves.
It was announced that the next steps will be the pathway to P1 funding and
first production. Several promising structures are under evaluation.
Blencowe's target is to secure P1 financing by end-1Q 2026, enabling ordering,
shipping and construction through 2026, and first production targeted for 1H
2027
On 2 December 2025 the Company announced that the Executive Chairman Cameron
Pearce and Chief Executive Officer exercised 1,666,667 and 2,333,333 share
options respectively and 6.0p resulting in proceeds of £240,000. The share
options exercised were issued on 16 December 2020.
On 8 December 2025 the Company received notices to exercise 1,416,666
resulting from the exercise of 666,666 warrants at an issue price of 4.5p and
750,000 warrants at the issue price of 6.0p each resulting in the receipt of
approximately £75,000. The Company will issue a total of 1,416,666 new
ordinary Shares.
On 17 November 2025 the Company received notices to exercise 1,000,000
warrants at an issue price of 4.5p each resulting in the receipt of
approximately £45,000. The Company will issue a total of 1,000,000 new
ordinary Shares.
On 11 December 2025 the Company announced that it has raised £3,000,000
through the placing of 42,857,140 new ordinary shares at a placing price of
7.0p, representing no discount to the closing market price on 10 December
2025. The placing allows the successful completion of the Company's Definitive
Feasibility Study, which confirmed Orom-Cross as a Tier-1 graphite project and
formally transitioned the Company into the financing and development phase.
On 16 December 2025 the Company received notices to exercise 9,066,667
resulting from the exercise of 5,750,000 warrants at an issue price of 6.0p
and 3,316,667 warrants at the issue price of 4.5p each resulting in the
receipt of approximately £494,000. The Company will issue a total of
9,066,667 new ordinary Shares.
On 5 January 2026 the Company announced that it had issued 12,000,000 DFS
Performance shares at a price of 5.0p. The DFS Performance Options have now
vested following the completion and publication of the company's Definitive
feasibility Study on 1 December 2025. Accordingly, the Company is now required
to issue 12,000,000 new ordinary shares to the directors and key management
personnel.
On 5 January 2026 the Company received notices to exercise 1,000,000 warrants
at an issue price of 6.5p each resulting in the receipt of approximately
£65,000. The Company will issue a total of 1,000,000 new ordinary Shares.
On 7 January 2026 the Company received notices to exercise 625,000 warrants at
an issue price of 6.0p each resulting in the receipt of approximately
£37,500. The Company will issue a total of 625,000 new ordinary Shares.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR URRARNBUAOAR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Blencowe Resources
See all newsREG - Blencowe Resources - Iyan Deposit Delivers Multiple Intercepts over 30M
AnnouncementREG - Blencowe Resources - Annual Financial Report
AnnouncementREG - Blencowe Resources - European Processing & Offtake with Alkeemia
AnnouncementREG - Blencowe Resources - Testwork Confirms Highest Purity
AnnouncementREG - Blencowe Resources - Block Listing Application
Announcement