REG - Chesterfield Res PLC - Final Results
30/04/2026 13:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260430:nRSd6368Ca&default-theme=true
RNS Number : 6368C Chesterfield Resources PLC 30 April 2026
Chesterfield Resources / EPIC: CHF / Market: LSE / Sector: Mining
30 April 2026
Final Results
Chesterfield Resources plc is pleased to announce its final results for the
year ended 31 December 2025.
Copies of the Annual Report will be posted to shareholders shortly and will be
available to view on the Company's website shortly at www.chesterfieldplc.com
(http://www.chesterfieldplc.com)
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to
constitute inside information. Upon the publication of this announcement via
a Regulatory Information Service, this inside information is now considered
to be in the public domain.
For further information, please visit www.chesterfieldplc.com
(http://www.chesterfieldplc.com) or contact:
Chesterfield Resources plc Kashif Afzal, Executive Chairman kashif@chesterfieldplc.com
AlbR Capital Limited (Broker) Charles Goodfellow Tel: +44 (0)20 7469 0930
All references to pages in the financial statements below refer to the Annual
Report which can be accessed via the link set out above.
COMPANY INFORMATION
Directors Kashif Afzal
Ajay Kejriwal
Paul Ensor
Company Secretary Westend Corporate LLP
Registered Office 6 Heddon Street, London, W1B 4BT
Auditors PKF Littlejohn LLP
Statutory Auditor
30 Churchill Place
Canary Wharf
London
E14 5RE
Brokers ALBR Capital Limited
80 Cheapside
London
EC2V 6EE
Solicitors Hill Dickinson
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
Watson Farley & Williams
15 Appold Street
London
EC2A 2HB
Bankers Barclays Bank plc
1 Churchill Place
Canary Wharf
London
E14 5HP
Wise
6th Floor, Tea Building
56 Shoreditch High Street
London
E1 6JJ
Registrars and Transfer Office Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Website www.chesterfieldplc.com
CHAIRMAN'S REVIEW
Dear Shareholders,
The past year has been one of continued discipline and increasing momentum, as
the Company has focused on positioning itself to secure the right opportunity
for future growth.
Building on the portfolio restructuring undertaken in the prior year, the
Board has remained actively engaged in reviewing a broad range of potential
transactions. This work has progressed meaningfully during the period, with a
number of opportunities assessed in detail. While no transaction has yet been
concluded, the pipeline has strengthened, and we believe the Company is moving
closer to executing on a suitable opportunity, though there is no certainty
than any project that is or has been evaluated will conclude.
During the year, the Company further enhanced its financial position through a
successful equity raise. In addition, the remaining holding in Sterling Metals
was realised, simplifying the Company's structure and strengthening liquidity.
As a result, Chesterfield is now well capitalised, with no immediate funding
requirements and the ability to act decisively as opportunities arise.
Cost discipline has remained a core focus, with the Board continuing to manage
expenditure carefully.
Financial Review
The profit before tax of the Group for the year ended 31 December 2025 amounts
to £419,371 (31 December 2024: loss of £836,836) reflecting the successful
one-off realisation of the Group's entire shareholding in Sterling Metals.
The Group's cash position on 31 December 2025 was £1,156,568 (2024:
£68,361).
Outlook
The Board remains committed to a selective and disciplined approach where a
strong desire not to enter into a transaction in which all the aborted costs
would fall on the Company; however, we are encouraged by the progress made and
the quality of opportunities under consideration. We look forward to
concluding a transaction in due course and to updating shareholders as
developments occur.
I would like to thank shareholders for their continued support.
Kashif Afzal
30 April 2026
GROUP STRATEGIC REPORT
The Directors of the Company and its subsidiary undertakings (which together
comprise the "Group") present their Strategic Report on the Group for the year
ended 31 December 2025.
Strategic Approach
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 evaluate
its existing and new opportunities.
Organisation Overview
The Group's business is directed by the Board and is managed on a day-to-day
basis by the one Executive director being
Kashif Afzal. The Board monitors compliance with objectives and policies of
the Group through monthly performance
reporting, budget updates and periodic operational reviews. The Board also
consists of two Non-Executive Directors, Ajay Kejriwal and Paul Ensor.
The Corporate Head Office of the Group is located in London, UK, and provides
corporate support services to the overseas
operations. Overseas operations are managed in Cyprus and Canada.
As at 31 December 2025, the Board comprised of one Executive Director and two
Non-Executive Directors as detailed below:
Kashif Afzal - Executive Director
Mr Afzal, is a British businessman based in the UAE, and a graduate of Oxford
University and the professional programme at the Camborne School of Mines. In
addition to Juniper International FZ LLC, Mr Afzal is an advisor to a number
of institutional and family office investors and a Director of Blockbase Asia
and RMH International.
Ajay Kejriwal - Non-Executive Director
Mr Kejriwal has over 30 years of experience in finance and commerce, having
worked for Morgan Stanley, Cazenove and Nomura, in London and Hong Kong. Mr
Kejriwal is a Chartered Accountant, having qualified with
PriceWaterhouseCoopers in 1994. He has considerable experience in the junior
resource sector and is a specialist in structuring transactions.
Paul Ensor - Non-Executive Director
Mr Ensor has 30 years' experience in institutional equity markets having
worked for Baring Securities, CLSA and UBS in Hong Kong and South-East Asia.
Since his return to London, Mr Ensor has advised on growth strategies for a
number of junior companies, principally in the natural resources sector. He
has notable experience in new business development and financing.
During the year the Group had the following gender composition of employees
and directors:
Gender Composition Male Female
Directors 3 0
Employees 0 0
In 2025, 0% of the board was made up of women. As the Company grows and
develops it is eager to increase its gender diversity by appointing more women
to its Board, adding new perspectives and contributions. However, at present,
the Board and Company remains fairly small.
Two thirds of the Company's board is formed of individuals from ethnic
minority backgrounds, as defined by the Listing Rules.
Review of Business
Following the complete and successful sale of the Company's interest in
Sterling Metals, our exposure to Adeline and any Canadian asset is now at an
end.
In Cyprus, the Company retains no mining licences but still
enjoys substantial data and historical records of mining activities within
Cyprus and will continue to evaluate mining opportunities in the country. The
Directors also continue to actively explore other opportunities both in
analogous and alternative sectors. On 31 December 2025, a submission to
officialy strike off Chesterfield Cyprus from the Cypriot Register was made.
Financial Performance Review
The profit before tax of the Group for the year ended 31 December 2025 amounts
to £419,371 (31 December 2024: loss of £836,836).
The Board monitors the activities and performance of the Group on a regular
basis. The Board uses financial indicators based on budget versus actual to
assess the performance of the Group. The indicators set out below will
continue to be used by the Board to assess performance over the year to 31
December 2026. The Group is committed to best practice in energy consumption,
social, community and human rights issues however given the Groups size it
does not separately disclose these matters in this report.
The main KPI for the Group is as follows. This KPI allows the Group to monitor
costs:
KPI 2025 2024
Cash and cash equivalents (£) 1,156,568 68,361
Cash has been used to fund the Group's operations and facilitate its
investment activities (refer to the Statement of Cash Flows on page 25).
The previously reported KPI 'Administrative expenses as a percentage of total
assets' has been discontinued due to revisions in the Group's scope.
Principal Risks and Uncertainties
The management of the business and the execution of the Group's strategy are
subject to a number of risks. The key business risks affecting the Group are
set out below.
Risks are formally reviewed by the Board, and appropriate processes are put in
place to monitor and mitigate them. If more than one event occurs, it is
possible that the overall effect of such events would compound the possible
adverse effects on the Group.
Dependence on key personnel
The Group and Company is dependent upon its executive management team and
various technical consultants. Whilst it has entered into contractual
agreements at market rates with the aim of securing the services of these
personnel, the retention of their services cannot be guaranteed. The
development and success of the Group depends on its ability to recruit and
retain high quality and experienced staff. The loss of the service of key
personnel or the inability to attract additional qualified personnel as the
Group grows could have an adverse effect on future business and financial
conditions. The Group will consider Board mix once a new target has been
identified.
Funding risk
The only source of funding currently available to the Group is through the
issue of additional equity capital. However, the Company may not be successful
in procuring funds on terms which are commercially favourable.
Political risk
All of the Group's operations are located in a foreign jurisdiction. As a
result, the Group is subject to political, economic and other uncertainties,
including but not limited to, changes in policies or the personnel
administering them, terrorism, appropriation of property without fair
compensation, cancellation or modification of contractual rights, foreign
exchange restrictions and currency fluctuations.
Financial Risks
The Group's operations expose it to a variety of financial risks that can
include market risk (including foreign currency, price and interest rate
risk), credit risk, and liquidity risk. The Group has a risk management
programme in place that seeks to limit the adverse effects on the financial
performance of the Group by monitoring levels of debt finance and the related
finance costs. The Group does not use derivative financial instruments to
manage interest rate costs and, as such, no hedge accounting is applied.
Investment Risks
The Group was exposed to investment risks arising from its holding in
financial instruments. These risks included market risk (such as fluctuations
in interest rates, foreign exchange rates, and equity prices), credit risk,
and liquidity risk. The Group monitors and manages these risks through its
risk management policies and procedures, which are designed to mitigate
potential adverse effects on financial performance and position. During the
year, the Company sold its entire shareholding of level 1 equity investments
and therefore this risk will no longer be pertinent in the future.
Details of the Group's financial risk management policies are set out in Note
3 to the Financial Statements.
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long
term,
· Act fairly between the members of the Company,
· Maintain a reputation for high standards of business conduct,
· Consider the interests of the Company's employees,
· Foster the Company's relationships with suppliers, customers and
others, and
· Consider the impact of the Company's operations on the community
and the environment.
The application of the s172 requirements can be demonstrated in relation to
the some of the key decisions made during 2025:
· Consider the likely consequences of any decision in the long
term;
· Continued to carry out extensive work to examine a number of
possible options for the Group to make an investment into new opportunities
with the goal of finding new business activity that will generate significant
shareholder value;
· Sold 1,269,200 shares (proportionate figure following share
consolidation in May 2025) in Sterling Metal Corporation for net cash proceeds
of CAD 1,977,933 and raised net proceeds of £491,992 via the issue of
57,266,000 new Ordinary Shares, with both transactions providing additional
liquidity to support the Company's future operations;
· Foster the Company's relationships with suppliers, customers and
others, and
· Keeping costs at an absolute minimum whilst preserving cash for
business development.
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 & bribery. In prior years, wherever possible, local
communities were 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, we follow
international best practise on environmental aspects of our work.
Our goal is to meet or exceed standards, in order to ensure we obtain and
maintain our social licence to operate from the communities with which we
interact. The interests of our employees are a primary consideration for the
Board. An inclusive share-option programme allows them to share in the future
success of the Company, personal development opportunities are supported and a
health and security support network is in place to assist with any issues that
may arise on field expeditions.
The Group Strategic Report was approved by the Board on 30 April 2026.
Kashif Afzal
Executive Chairman
DIRECTORS' REPORT
The Directors present their annual report on the affairs of Chesterfield
Resources plc together with the audited Financial Statements for the year
ended 31 December 2025.
Dividends
The Directors do not recommend the payment of a dividend for the year (2024:
nil).
Directors & Directors' Interests
The Directors who served during the year ended 31 December 2025 are shown
below and had, at that time, the following beneficial interests in the shares
of the Company:
31 December 2025 31 December 2024
Ordinary Shares Options & Warrants Ordinary Shares Options & Warrants
Ajay Kejriwal 150,000 3,100,000 150,000 3,100,000
Paul Ensor 4,101,930 2,750,000 172,841 2,750,000
Kashif Afzal ((1)) 25,333,334 - 23,333,334 -
(1) Kashif Afzal's shares are held via Juniper International FZ LLC which
he holds a 100% interest in.
(2) During the year ended 31 December 2025, Paul Ensor purchased a further
2,000,000 ordinary shares, and his spouse Sook Hee Chang Ensor purchased
1,929,089 ordinary shares, bringing their combined total to 4,101,930
Further details on options can be found in Note 19 to the Financial
Statements.
Substantial Shareholders
The substantial shareholders with more than a 3% shareholding at 29 April 2026
are shown below:
Holding Percentage
Juniper International FZ LLC ((1)(2)) 25,333,334 13.50%
Barry Reynolds 27,500,000 14.66%
CERES Digital Holding Limited 25,766,000 13.73%
Altius Minerals 10,089,199 5.38%
(1) Kashif Afzal is the Director and owner of Juniper International FZ
LLC.
(2) The final completion of the sale of the shares from Polymetal
International plc to Juniper International FZ LLC remains subject to certain
regulatory considerations and it is expected that formal notification will be
issued upon completion of the remaining formalities as announced on 25
September 2023.
Corporate Responsibility
Environmental
Although Chesterfield is not a direct explorer, having divested its
exploration licences, the Company remains committed to promoting responsible
exploration practices. As a mineral exploration-focused entity rather than a
mining company, Chesterfield's past activities have had minimal environmental
impact - particularly in light of the low levels of activity during 2025.
Where exploration has been undertaken in the past, Chesterfield has sought to
ensure proper environmental stewardship, including the maintenance and
conservation of affected areas.
Streamlined Energy and Carbon Reporting ("SECR")
Current UK based annual energy usage and associated annual Greenhouse Gas
("GHG") emissions are reported pursuant to the Companies and Limited Liability
Partnerships Regulations 2018 that came into force 1 April 2019. Energy use
and associated GHG emissions are reported as defined by the operational
control approach. The minimum mandatory requirements set out in the 2018
Regulations requires reporting of UK based energy use and emissions. The Group
has a small carbon footprint in the UK as the directors' work from home. As a
result, the energy usage in the UK is below 40,000KWh (2024: below 40,000 KWh)
and therefore, Greenhouse gas emissions, energy consumption and energy
efficiency disclosures have not been provided in the Annual Report.
Should the Group's operations scale up, it will continue to monitor its energy
use and its status as a low energy user. The Group will seek to collect,
structure, and effectively disclose related performance data for the material,
climate-related risks and opportunities identified where relevant.
Climate-Related Financial Disclosures
In contrast to the Streamlined Energy and Carbon Reporting (SECR) disclosures
which requires listed companies to disclose their greenhouse gases emissions,
CO2 and energy usage, Task Force on Climate-related Financial Disclosures
("TCFD") is primarily designed to protect shareholders from the impacts of
climate change by ensuring companies adapt to the risks and opportunities that
climate change presents.
TCFD adherence requires disclosure of GHG emissions as part of the Metrics and
Targets section. This creates a degree of overlap with SECR requirements,
however TCFD's main focus on emissions is to understand how GHG emissions may
expose a company to future changes in law or legal challenges, regulation or
market dynamics which penalise higher polluting industry sectors, sub sectors
or companies.
The Group recognises that climate change represents one of the most
significant challenges facing the world today. Under the Listing Rules
compliance with the TCFD is required for all listed companies on a comply or
disclose basis.
TCFD recommendations serve as a global foundation for effective
climate-related disclosures and set out recommended disclosures structured
under four core elements of how companies operate:
· Governance - The organisation's governance around climate-related
risks and opportunities;
· Strategy - The actual and potential impacts of climate-related
risks and opportunities for an organisation's businesses, strategy, and
financial planning;
· Risk Management - The processes used by the organisation to
identify, assess, and manage climate-related risks; and
· Metrics and Targets - The metrics and targets used to assess and
manage relevant climate-related risks and opportunities.
These are supported by recommended disclosures that build on the framework
with information intended to help investors and others understand how
reporting companies assess climate-related risks and opportunities.
The table below shows the Group's current progress against the TCFD
recommendations.
TCFD Pillar Recommended Disclosure Chesterfield's Response
Governance · The board's oversight of climate-related risks and Group's operations are at a relatively small scale and so is its environmental
opportunities impact.
· Management's role in assessing and managing climate related The Board has oversight of climate-related matters (which include risks and
risks and opportunities opportunities). The Board is supported by the Audit Committee, which is
responsible for keeping under review the adequacy and effectiveness of the
Group's internal control and risk management systems, which consider
climate-related risks.
Strategy · Climate-related risks and opportunities identification The Board is committed to conserving natural resources and striving for
environmental sustainability, by ensuring that its facilities (and the
· Climate-related risks and opportunities impacts facilities of academic and contracted collaborators) are operated to optimise
energy usage; minimise waste production; and protect nature and people.
· Resilience of the organisation's strategy
While the Group is no longer directly engaged in exploration activities, its
current operations remain limited in scale. As the Company evolves, it will
continue to evaluate the need for a formal environmental transition plan as it
grows and develops.
Risk Management · Identifying and assessing climate-related risks Given the small scale of its current operations, Chesterfield has the ability
to embed climate-related risk management systems into its overall internal
· Managing climate-related risks control systems from the start of its journey, thus almost eliminating the
occurrence of transition risk.
· Integration into overall risk management
As operations scale up, the identification, assessment and effective
management of climate-related risks and opportunities will be actively
discussed during Board and management meetings.
Metrics and Targets · Climate-related metrics As the Group's operations scale up, it will continue to monitor its energy use
and its status as a low energy user. The Group will seek to collect,
· Scope 1, Scope 2, and Scope 3 emissions. structure, and effectively disclose related performance data for the material,
climate-related risks and opportunities identified where relevant.
· Climate-related targets
The Board will also look to adopt the Sustainability Accounting Standards
Board (SASB) recommended disclosures once it is operating on a larger scale.
As noted in the greenhouse gas emission disclosure above, energy usage was
below 40,000 kWh and as a result complete Scope 1, 2 and 3 GHG data was not
collected. During 2025 the Company will implement improved GHG data collection
methodology at the Company and subsidiary levels although it expects GHG
emissions and energy usage to remain relatively low.
The Group operates on a relatively small scale, with annual energy usage below
40,000 kWh. Consequently, the Group maintains a minimal carbon footprint and
already operates at a low level of carbon emissions. However, the Company will
continuously evaluate its carbon emissions and make assessments on strategy
amendments as necessary as the company grows.
Health and safety
Chesterfield operates a comprehensive health and safety programme to ensure
the wellness and security of its employees. The control and eventual
elimination of all work-related hazards requires a dedicated team effort
involving the active participation of all employees. A comprehensive health
and safety programme is the primary means for delivering best practices in
health and safety management. This programme is regularly updated to
incorporate employee suggestions, lessons learned from past incidents and new
guidelines related to new projects with the aim of identifying areas for
further improvement of health and safety management. This results in
continuous improvement of the health and safety programme. Employee
involvement is regarded as fundamental in recognising and reporting unsafe
conditions and avoiding events that may result in injuries and accidents.
Internal Controls
The Board recognises the importance of both financial and non-financial
controls and has reviewed the Group's control environment and any related
shortfalls during the period. Since the Group was established, the Directors
are satisfied that, given the current size and activities of the Group,
adequate internal controls have been implemented. Whilst they are aware that
no system can provide absolute assurance against material misstatement or
loss, in light of the current activity and proposed future development of the
Group, continuing reviews of internal controls will be undertaken to ensure
that they are adequate and effective.
Corporate Governance
The statement on corporate governance can be found in the Corporate Governance
Report on page 11 of these Financial Statements. The Corporate Governance
Report forms part of this directors' report and is incorporated into it by
cross reference. The Group is committed to diversity of age, gender,
educational and professional backgrounds however given the Groups size it does
not have a specific policy in place.
The Board is aware of its lack of diversity in its Board and senior
management. It comprises an all-male Board, with two Asian Directors.
Consequently, it fulfils the ethnicity target but not the gender diversity
targets as outlined in Policy Statement PS 22/3 of the Listing Rules and DTR
requirements. The Board will continue to address these issues going forward;
however, the Board is conscious that the Group is small, with no employees
except Directors and the recruitment of a diverse Board in the immediate
future may not be feasible owing to the necessary expertise required.
Supplier payment policy
The Group's current policy concerning the payment of trade creditors is to
follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre
Point, 103 New Oxford Street, London WC1A 1DU).
The Group's current policy concerning the payment of trade creditors is to:
· settle the terms of payment with suppliers when agreeing the
terms of each transaction;
· ensure that suppliers are made aware of the terms of payment by
inclusion of the relevant terms in contracts; and
· pay in accordance with the Group's contractual and other legal
obligations.
Going Concern
The Directors have a reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for the foreseeable
future and, therefore, continue to adopt the going concern basis in preparing
the Annual Report and Financial Statements.
The Directors are of the view that the Group will have sufficient funds or the
ability to raise additional funds during the going concern period to fund
working capital requirements, having sold its entire shareholding in Sterling
Metals Corporation and two successful raises during the year. Thus, they
continue to adopt the going concern basis of accounting preparing these
financial statements as the cash held by the Group as at 31 December 2025 was
£1,156,568.
Further details on their assumptions and their conclusion thereon are included
in the statement on going concern included in Note 2.3 to the Financial
Statements.
Directors' and Officers' Indemnity Insurance
The Group has made qualifying third-party indemnity provisions for the benefit
of its Directors and Officers. These were made during the period and remain in
force at the date of this report.
Events after the reporting period
Events after the reporting date are detailed in Note 24.
Future Developments
Mineral exploration in Cyprus remains of interest given the historic data and
knowledge accumulated over the last several years. However, the primary
effort is to find and develop new opportunities and the Directors are
actively engaged in this.
Financial instruments
Details of the Group's financial instruments are disclosed in Note 17 to these
Financial Statements.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Company's auditor
is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as
auditor. A resolution to reappoint PKF Littlejohn LLP as auditor will be
proposed at the Annual General Meeting.
This report was approved by the Board on 30 April 2026 and signed on its
behalf.
Kashif Afzal
Executive Chairman
DIRECTORS RESPONSIBILITIES 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 Group
and Company 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 of the Group and Company, and of the profit or
loss of the Group and Company for that period. In preparing these Financial
Statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and accounting estimates that are reasonable and
prudent;
· state whether applicable 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 the Group and Company will continue in business
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company, and enable them to ensure that the Financial Statements and
the Directors Remuneration Report comply with the Companies Act 2006 and, as
regards the group Financial Statements, international financial reporting
standards. They are also responsible for safeguarding the assets of the Group
and Company, and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
They are also responsible to make a statement that they consider that the
Annual Report and Financial Statements, taken as a whole, are fair, balanced,
and understandable and provides the information necessary for the shareholders
to assess the Group and Company's position and performance, business model and
strategy.
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 the Financial Statements may differ from legislation in other
jurisdictions.
Directors Responsibility pursuant to DTR4
Each of the Directors whose names and functions are listed on page 3 confirm
that, to the best of their knowledge and belief:
· The Financial Statements prepared in accordance with UK-adopted
international accounting standards, give a true and fair view of the assets,
liabilities, financial position and loss of the Group and Company; and
· the Annual Report and Financial Statements, including the
Business review, includes a fair review of the development and performance of
the business and the position of the Group and Company, together with a
description of the principal risks and uncertainties that they face.
On behalf of the Board
Kashif Afzal
Executive Chairman
30 April 2026
CORPORATE GOVERNANCE REPORT
Principles of corporate governance
The Group is not required to comply with the UK Code of Corporate Governance
and has not voluntarily adopted it. However, the Directors recognise the
importance of sound corporate governance and the Board intends, to the extent
it considers appropriate in light of the Group's size, stage of development
and resources, to implement certain corporate governance recommendations.
The Directors have responsibility for the overall corporate governance of the
Group and recognise the need for the highest standards of behaviour and
accountability. The Board has a wide range of experience directly related to
the Group and its activities and its structure ensures that no one individual
or group dominates the decision-making process.
Board structure
As at 31 December 2025, the Board comprised one executive and two
non-executive Directors. Details appear on page 1.
The Board is responsible to shareholders for the proper management of the
Group. The Directors' responsibilities statement in respect of the Financial
Statements is set out on page 10. The non-executive Directors have a
particular responsibility to ensure that the strategies proposed by the
executive Directors are fully considered. To enable the Board to discharge its
duties, all directors have full and timely access to all relevant information
and there is a procedure for all Directors, in furtherance of their duties, to
take independent professional advice, if necessary, at the expense of the
Group.
The Board is responsible for overall Group strategy, approval of major capital
expenditure projects and consideration of significant financing matters. The
following Board committees, which have written terms of reference, deal with
specific aspects of the Group's affairs:
Nomination Committee
In light of the size of the Board, the Directors do not consider it necessary
to establish a Nomination Committee. However, this will be kept under regular
review.
Audit Committee
The Audit Committee comprises of Ajay Kejriwal and Paul Ensor.
The Audit Committee review the Group's annual and interim Financial Statements
before submission to the Board for approval. The Committee also reviews
regular reports from management and the external auditor on accounting and
internal control matters. Where appropriate, the Committee monitors the
progress of action taken in relation to such matters. The Committee also
recommends the appointment, and reviews the fees, of the external auditor. The
Committee keeps under review the cost effectiveness and the independence and
objectivity of the external auditor. A formal statement of independence is
received from the external auditor each year.
There were two formal Audit Committee meetings held during the year ending 31
December 2025.
Remuneration Committee
The Remuneration Committee comprises of Ajay Kejriwal and Paul Ensor.
The Remuneration Committee are responsible for reviewing the performance of
the Board and for setting the scale and structure of remuneration, determining
the payment of bonuses, considering the grant of options under any share
option scheme and, in particular, the price per share and the application of
performance standards which may apply to any such grant, paying due regard to
the interests of shareholders as a whole and the performance of the Group.
There were no formal Remuneration Committee meetings during the year ending 31
December 2025. Decisions regarding remuneration, where required, were handled
outside of the formal committee framework.
Board Meetings
The Board meets on an informal basis regularly throughout the year. The Board
is responsible for formulating, reviewing and approving the Group's strategy,
financial activities and operating performance. The formal board meetings held
during the year are detailed below, however this excludes any informal board
calls and meetings held during the same period.
Date Type Present
24 January 2025 Board Meeting Paul Ensor, Ajay Kejriwal, Kashif Afzal
24 March 2025 Board Meeting Paul Ensor, Ajay Kejriwal, Kashif Afzal
1 September 2025 Board Meeting Paul Ensor, Ajay Kejriwal, Kashif Afzal
1 December 2025 Board Meeting Paul Ensor, Ajay Kejriwal, Kashif Afzal
Internal Controls
The Directors acknowledge their responsibility for the Group's systems of
internal controls and for reviewing their effectiveness. These internal
controls are designed to safeguard the assets of the Group and to ensure the
reliability of financial information for both internal use and external
publication. Whilst they are aware that no system can provide absolute
assurance against material misstatement or loss, in light of the increased
activity and further development of the Group, continuing reviews of internal
controls will be undertaken to ensure that they are adequate and effective.
The key elements of the control system in operation are:
• the Board meets regularly with a formal schedule of matters
reserved to it for decision;
• there are established procedures for planning, approval and
monitoring of capital expenditure and information systems for monitoring the
Group's financial performance against approved budgets and forecasts;
• UK financial operations are closely monitored by members of
the Board to enable them to assess risk and address the adequacy of measures
in place for its monitoring and control. The Cyprus and Canadian subsidiaries
are closely supervised by the UK based directors.
Risk Management
The Board considers risk assessment to be important in achieving its strategic
objectives. Project milestones and timelines are regularly reviewed.
The Bribery Act 2010
The Board is committed to acting ethically, fairly and with integrity in all
its endeavours and compliance of the code is closely monitored.
Securities Trading
The Group has adopted a share dealing code for dealings in shares by Directors
and senior employees which is appropriate for a quoted company. The Directors
will take all reasonable steps to ensure compliance by the Group's applicable
employees.
Relations with Shareholders
The Board is committed to providing effective communication with the
Shareholders of the Group. Significant developments are disseminated through
stock exchange announcements and regular updates of the Group's website. The
Board views the AGM as a forum for communication between the Group and its
shareholders and encourages their participation in its agenda.
Diversity, Equality & Inclusion
The Board is committed to promoting equality, diversity and inclusion across
all aspects of the Company. The Company will ensure that all employees and
stakeholders are treated fairly and with respect, regardless of race, gender,
age, disability, religion or belief. The Company aims to provide equal
opportunities in recruitment and development, and to maintain a working
environment free from discrimination and bias.
On behalf of the Board
Kashif Afzal
Executive Chairman
30 April 2026
DIRECTORS' REMUNERATION REPORT
The Company has an established Remuneration Committee. The Committee reviews
the scale and structure of the Directors' fees, taking into account the
interests of shareholders and the performance of the Group and Directors.
The Company's auditors, PKF Littlejohn LLP are required by law to audit
certain disclosures and where disclosures have been audited, they are
indicated as such.
Statement of Chesterfield Resources Plc's policy on Directors' remuneration by
the Chairman of the Remuneration Committee
As Chairman of the Remuneration Committee I am pleased to introduce our
Directors' Remuneration Report. One of the Remuneration Committee's aims is to
provide clear, transparent remuneration reporting for our shareholders which
adheres to the best practice corporate governance principles that are required
for listed organisations.
The Directors' Remuneration Policy is set out on page 13 of this report. A key
focus of the Directors' Remuneration Policy is to align the interests of the
Directors to the long-term interests of the shareholders and aims to support a
high-performance culture with appropriate reward for superior performance,
without creating incentives that will encourage excessive risk taking or
unsustainable company performance. This is underpinned through the
implementation and operation of incentive plans.
Key Activities of the Remuneration Committee
The key activities of the Remuneration Committee are:
· to determine and agree with the Board the framework or broad
policy for the remuneration of the Company's chairman, chief executive, the
executive directors, the company secretary and such other members of the
executive management as it is designated to consider;
· in determining such policy, take into account all factors which
it deems necessary including relevant legal and regulatory requirements. The
objective of such policy shall be to ensure that members of the executive
management of the Company are provided with appropriate incentives to
encourage enhanced performance and are, in a fair and responsible manner,
rewarded for their individual contributions to the success of the Company;
· recommend and monitor the level and structure of remuneration for
senior management;
· when setting remuneration policy for directors, review and have
regard to the remuneration trends across the Company, and review the on-going
appropriateness and relevance of the remuneration policy;
· obtain reliable, up-to-date information about remuneration in
other companies. To help it fulfil its obligations the Committee shall have
full authority to appoint remuneration consultants and to commission or
purchase any reports, surveys or information which it deems necessary, within
any budgetary restraints imposed by the Board;
· be exclusively responsible for establishing the selection
criteria, selecting, appointing and setting the terms of reference for any
remuneration consultants who advise the Committee;
· approve the design of, and determine targets for, any performance
related pay schemes operated by the Company and approve the total annual
payments made under such schemes;
· review the design of all share incentive plans for approval by
the Board and shareholders. For any such plans, determine each year whether
awards will be made, and if so, the overall amount of such awards, the
individual awards to executive directors, company secretary and other
designated senior executives and the performance targets to be used;
· ensure that contractual terms on termination, and any payments
made, are fair to the individual, and the Company, that failure is not
rewarded and that the duty to mitigate loss is fully recognised; and
· oversee any major changes in employee benefits structures
throughout the Company.
Members
As at 31 December 2025, the Remuneration Committee comprises the following
independent Non-Executive Directors:
Name Position Date of appointment
Paul Ensor Chairman 19 March 2024
Ajay Kejriwal Member 19 March 2024
Remuneration Components
The Company remunerates directors in line with best market practice in the
industry in which it operates. The components of Director remuneration that
are considered by the Board for the remuneration of directors in future years
are likely to consist of:
· Base salaries
· Pension and other benefits
· Annual bonus
· Share Incentive arrangements
Given the early stage of development of the Company, the Remuneration
Committee also do not consider it necessary to have maximum amounts of each
remuneration component.
The Executive Director entered into service agreements with the Company and
the Non-Executive Directors have entered into letters of appointment with the
Company.
All such contracts impose certain restrictions as regards the use of
confidential information and intellectual property and the Executive
Director's service contracts impose restrictive covenants which apply
following the termination of the agreement.
Other matters
The Company has established a workplace pension scheme and pays the statutory
required pension amounts in relation to Directors' remuneration where
applicable. 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. The Company has also issued options to Directors as part of a
long-term incentive scheme.
Recruitment Policy
Base salary levels will take into account market data for the relevant role,
internal relativities, their individual experience and their current base
salary.
For external and internal appointments, the Board may agree that the Company
will meet certain relocation and/or incidental expenses as appropriate.
Payment for loss of Office
The Committee will honour the Executive Directors' contractual entitlements.
Service contracts do not contain liquidated damages clauses. If a contract is
to be terminated, the Committee will determine such mitigation as it considers
fair and reasonable in each case. There is no agreement between the Company
and its Executive Directors or employees, providing for compensation for loss
of office or employment that occurs because of a takeover bid.
The Committee reserves the right to make additional payments where such
payments are made in good faith in discharge of an existing legal obligation
(or by way of damages for breach of such an obligation); or by way of
settlement or compromise of any claim arising in connection with the
termination of an Executive Directors' office or employment.
Service Agreements and letters of appointment
The Executive Director's service agreement is not for a fixed term and may be
terminated by the Company or the Executive Director by giving 6 months'
notice.
Date of service agreement Notice period by Company (months) Notice period by Director (months)
Name
Kashif Afzal 19 March 2024 6 months 6 months
The terms of all Directors' appointments are subject to their re-election by
the Company's shareholders at any Annual General Meeting at which all the
Directors stand for re-election.
The Non-Executive Directors of the Company do not have service contracts but
are appointed by letters of appointment. Each Non-Executive Director's term of
office runs for an initial period of three years unless terminated earlier
upon written notice or upon their resignation.
The details of each Non-Executive Director's current term are set out below:
Date of service agreement Current term (years) Notice period by Company (months) Notice period by Director (months)
Name
Ajay Kejriwal 19 March 2024 2 years 6 months 6 months
Paul Ensor 19 March 2024 2 years 6 months 6 months
Executive Directors' remuneration - Audited
The table below sets out the remuneration received by the Executive Directors
for the year ended 31 December 2025 and 31 December 2024:
31 December 2025 31 December 2024
Short-term benefits Total Short-term benefits Accruals Total
Accruals
Executive Director £ £ £ £ £ £
Kashif Afzal ((1)) 120,000 - 120,000 18,800 75,318 94,118
Total 120,000 - 120,000 18,800 75,318 94,118
Kashif Afzal had accrued fees of £75,318 at year end 31 December 2024, these
fees have since been paid during the year 31 December 2025. Kashif Afzal
currently has no accrued fees outstanding.
Non-Executive Directors' remuneration - Audited
The table below sets out the remuneration received by each Non-Executive
Director during the years ended 31 December 2025 and 31 December 2024:
31 December 2025 31 December 2024
Short-term benefits Total Short-term benefits Accruals
Accruals Total
Non-executive Directors £ £ £ £ £ £
Paul Ensor ((1)) 24,000 - 24,000 32,500 13,571 46,071
Ajay Kejriwal ((1)) 1,500 34,500 36,000 32,500 22,606 55,106
David Cliff ((2)) - - - 1,310 - 1,310
25,500 34,500 60,000 66,310 36,177 102,487
Ajay Kejriwal's remuneration of £36,000 for the year ended 31 December 2025
includes an accrual of £34,500 (2024: £22,606). The accrued remuneration
from 2024 was not paid during the year ending 31 December 2025 and, as a
result, his total accrued salary as at 31 December 2025 is £57,106.
(1) On 20 March 2024, Paul Ensor and Ajay Kejriwal transitioned from
Executive Directors to Non-executive Directors.
(2) David Cliff resigned 16 March 2024
Relative importance of spend on pay
The table below illustrates the year-on-year change in total remuneration
compared to distributions to shareholders and loss before tax for the
financial periods ended 31 December 2025 and 2024:
Distributions to shareholders Total directors and employee pay Operational cash inflow/(outflow)
£ £ £
Year ended 31 December 2025 nil 186,056 419,371
Year ended 31 December 2024 nil 202,627 (836,836)
Total employee pay includes wages and salaries, social security costs and
pension cost for employees in continuing operations. Further details on
Employee remuneration are provided in note 7.
Operational cash outflow has been shown in the table above as cash flow
monitoring and forecasting is an important consideration for the Remuneration
Committee and Board of Directors when determining cash-based remuneration for
directors and employees.
Historical Share Price Performance Comparison
The table below compares the share price performance (based on a notional
investment of £100) of Chesterfield Resources plc against the FTSE SmallCap
for the period August 2017 to December 2025 calculated on a month end spot
basis. The FTSE SmallCap has been chosen to provide a wider market comparator
constituting companies of an appropriate size:
FTSE Small Cap Chesterfield Resources plc
£ £
31 December 2025 133.15 12.29
31 December 2024 131.50 2.14
31 December 2023 129.45 15.32
31 December 2022 143.20 33.48
31 December 2021 126.60 162.72
31 December 2020 109.53 254.45
31 December 2019 104.87 56.36
31 December 2018 90.97 84.09
11 August 2017 100.00 100.00
Chesterfield Resources plc was listed in August 2017 and therefore no
historical share price data exists prior to this period, there was also no
data between 2 November 2017 and 3 July 2018 pending completion of a
transaction.
Consideration of shareholder views
The Board considers shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Company's annual policy on
remuneration.
Approved on behalf of the Board of Directors.
Paul Ensor
Director & Remuneration Committee Chairman
30 April 2026
INDEPENDENT AUDITOR'S REPORT
Opinion
We have audited the financial statements of Chesterfield Resources Plc (the
'parent company') and its subsidiaries (the 'group') for the year ended 31
December 2025 which comprise: the Group Statement of Comprehensive Income, the
Group and Company Statements of Financial Position, the Group and Company
Statements of Changes in Equity, the Group and Company Statements of Cash
Flows and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international accounting
standards and as regards the parent company financial statements, as applied
in accordance with the provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state
of the group's and of the parent company's affairs as at 31 December 2025 and
of the group's profit for the year then ended;
· the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's and parent company's ability to continue to adopt
the going concern basis of accounting included:
- Assessing the accuracy of previously forecasted cash flows
compared to actual results;
- A review of future budgets/cash flow forecasts and challenging
key assumptions;
- Discussing with management their strategy for the business over
the going concern period;
- Verifying the arithmetic accuracy and casting of figures within
the forecast;
- Obtaining post year-end management accounts and bank statements
to gain an understanding of post year-end performance and the Group's latest
financial position;
- Evaluating and identifying subsequent events impacting the going
concern position; and
- Ensured disclosures in relation to going concern in the
financial statements are appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's or parent company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures. The
overall materiality applied to the group financial statements was £16,800
(2024: £19,800), based on 4% of profit before tax (2024: 2.5% of loss before
tax) and for the parent company £16,600 (2024: £13,200). Upon commencing our
audit we believed profit before tax to be the main driver of the business in
the current year because of the large capital gain made on the sale of the
Sterling Metals shares (£858k) and resulting ability of the group to be able
to meet it ongoing financial obligations. We re-visited our materiality upon
the completion of our audit and believe that the level of materiality used
remained appropriate.
The group performance materiality at 80% (2024: 80%) of overall materiality
was determined to be £13,400 (2024: £15,800) based on our assessment of risk
and the group's control environment. We believe that the performance
materiality, established following the change in percentage, ensures that
significant classes of transactions, account balances, and disclosures are
adequately covered.
The allocated performance materiality applied to the parent company financial
statements was £12,700 (2024: £24,500). The performance materiality applied
to the subsidiary undertakings in Cyprus and Canada was £7,480 (2024:
£9,400) and £6,700 (2024: £9,400), respectively.
We agreed with the audit committee that we would report to the committee all
audit differences identified during the course of our audit in excess of £840
(2024: £900) for the group and £840 (2024: £650) for the parent company
together with any other audit misstatements below that threshold that we
believe warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed the
risk of material misstatement in the financial statements. In particular, we
looked at the risks arising on the discontinuation of the Cyprus entity, being
the misstatement of disclosures and the understatement of creditors. We also
addressed the risk of management override of internal controls, including
among other matters, by considering whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
Whilst Chesterfield Resources plc is a company listed on the Standard market
of the London Stock Exchange, the group's operations historically comprised
principally exploration projects located in Cyprus and Canada. Operations in
these jurisdictions were in the process of being wound down during the
financial year but material costs were incurred in both subsidiaries. We
therefore assessed the significant components of the group to be the
subsidiaries in Cyprus and Canada and the parent company.
We conducted a full scope audit of the parent company, and a specific scope
audit of the Cyprus and Canada balances. There were no component auditors used
during the FY25 audit.
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.
Key Audit Matter How our scope addressed this matter
Discontinued Operation disclosure - Cyprus
The subsidiary in Cyprus is discontinued by 31 December 2025. There is Our work in this area included:
therefore a risk that the financial statements do not reflect this change in
line with the requirements of IFRS 5, including a separate line in the
statement of profit and loss, the balance sheet and the cashflow statement.
· Inspecting board minutes and discussion with management to
confirm that the entity qualifies as a discontinued operation under IFRS 5.
· Reviewing the presentation and disclosure within the financial
statements to ensure that they reflect the discontinued nature of the entity.
· Requesting supplier statements from legal advisors to ensure that
all fees have been accounted for.
· Reviewing board minutes, local correspondence and post year end
payments and transactions to identify any significant creditors.
Based on the work performed, we are satisfied that the Cyprus entity meets the
requirements to be accounted for as a discontinued operation under IFRS 5 and
that the financial statements correctly disclose in this respect.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion 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 the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors
are responsible for assessing the group's and the parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and parent company and
the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management,
industry research, and application of cumulative audit knowledge and
experience of the resource exploration and evaluation sector.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from the Companies
Act 2006, the Financial Conduct Authority rules, Task Force on Climate-related
Financial Disclosure reporting requirements and local laws and regulations in
Cyprus and Canada including terms within the exploration licenses.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to: discussing laws and regulations with management,
reviewing minutes of meetings of those charged with governance and reviewing
regulatory news, and contacting legal advisors in Cyprus.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that disclosure of creditors on disposal of Cyprus presented the
highest risk of management bias. Please refer to the key audit matters section
of our report above. We addressed this by performing post year end testing,
reviewing the tax calculation, and contacting the Cyprian lawyers.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business or where business rationale is unclear
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://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 22 November 2018 to audit the
financial statements for the period ending 31 December 2018 and subsequent
financial periods. Our total uninterrupted period of engagement is 8 years,
covering the periods ending 31 December 2018 to 31 December 2025.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
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.
Alistair Roberts (Senior Statutory Auditor)
30 Churchill Place
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 5RE
30 April 2026
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
Group
Continuing operations Note 31 December 2025 31 December 2024
£ £
Administrative expenses 6 (434,152) (527,960)
Operating Loss (434,152) (527,960)
Finance Income 2,383 -
Loss on asset held for sale - (103,985)
Net gain /(loss) on disposal of quoted investments 12 858,608 (53,017)
Profit/ (Loss) before taxation from continued operations 426,839 (684,962)
Discontinued operations
Loss for the year from discontinued operations (attributable to equity holders 20 (7,468) (151,874)
of the Parent)
Profit/(Loss) for the Period attributable to owners of the parent 419,371 (836,836)
Basic Earnings Per Share attributable to owners of the parent (expressed in 10
pence per share)
Continuing operations 0.278 (0.526)
Discontinuing operations (0.005) (0.117)
Diluted Earnings Per Share attributable to owners of the parent (expressed in 10
pence per share)
Continuing operations 0.122 -
Discontinuing operations (0.002) -
31 December 2025 31 December 2024
£ £
Profit/(Loss) for the period 419,371 (836,836)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Currency translation differences (1,636) 8,659
Other comprehensive income for the period, net of tax 417,735 (828,177)
Total Comprehensive Income attributable to owners of the parent 417,735 (828,177)
STATEMENTS OF FINANCIAL POSITION
As at 31 December 2025
Group Company
Note 31 December 2025 31 December 2024 31 December 2025 31 December 2024
£ £ £ £
Non-Current Assets
Fair value through profit and loss Investments 12 - 211,365 - 211,365
- 211,365 - 211,365
Current Assets
Trade and other receivables 14 22,482 16,363 22,091 15,461
Cash and cash equivalents 15 1,156,429 68,361 1,151,566 53,839
Assets relating to discontinued operations 20 139 - - -
1,179,050 84,724 1,173,657 69,300
Total Assets 1,179,050 296,089 1,173,657 280,665
Current Liabilities
Trade and other payables 16 (136,498) (181,252) (136,498) (157,156)
Liabilities relating to discontinued operation 20 (10,488) - - -
(146,986) (181,252) (136,498) (157,156)
Total Liabilities (146,986) (181,252) (136,498) (157,156)
Net Assets 1,032,064 114,837 1,037,159 123,509
Equity attributable to owners of the Parent
Share capital 18 285,594 228,328 285,594 228,328
Share premium 18 9,361,880 8,919,654 9,361,880 8,919,654
Other reserves 18 189,094 240,870 202,985 253,125
Retained losses (8,804,504) (9,274,015) (8,813,299) (9,277,598)
Total Equity 1,032,064 114,837 1,037,160 123,509
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the Parent Company Statement of
Comprehensive Income. The profit for the Parent Company for the year was
£414,159 (2024: loss of £700,745).
The Financial Statements were approved and authorised for issue by the Board
on 30 April 2026 and were signed on its behalf by:
Kashif Afzal
Executive Director
GROUP STATEMENT OF CHANGES IN EQUITY
As at 31 December 2025
Attributable to owners of the Parent
Note Share capital Share premium Other reserves Retained losses Total
£ £ £ £ £
Balance as at 1 January 2024 228,328 8,919,654 100,915 (8,439,594) 809,303
Loss for the year - - - (836,836) (836,836)
Other comprehensive income for the year
Items that may be subsequently reclassified to profit or loss
Currency translation differences 18 - - 8,659 - 8,659
Total comprehensive income for the year - - 8,659 (836,836) (828,177)
Options issued during year 19 - - 133,711 - 133,711
Options expired during year 19 - - (2,415) 2,415 -
Total transactions with owners, recognised directly in equity - - 131,296 2,415 133,711
Balance as at 31 December 2024 228,328 8,919,654 240,870 (9,274,015) 114,837
Balance as at 1 January 2025 228,328 8,919,654 240,870 (9,274,015) 114,837
Profit for the year - - - 419,371 419,371
Other comprehensive income for the year
Items that may be subsequently reclassified to profit or loss
Currency translation differences 18 - - (1,636) - (1,636)
Total comprehensive income for the year - - (1,636) 419,371 417,735
Issue of ordinary shares 18 57,266 447,926 - - 505,192
Cost of capital - (5,700) - - (5,700)
Options expired during year 19 - - (50,140) 50,140 -
Total transactions with owners, recognised directly in equity 57,266 442,226 (50,140) 50,140 499,492
Balance as at 31 December 2025 285,594 9,361,880 189,094 (8,804,504) 1,032,064
Share capital represents the nominal value of ordinary and deferred shares
issued.
Share premium represents the amounts subscribed for share capital in excess of
the nominal value of the shares issued, net of cost of issue.
Other reserves represent the share option reserve and the foreign currency
translation reserve. The share option reserve represents the fair value of the
share options outstanding, and the foreign currency translation reserve
represents the accumulated foreign currency translation differences upon
converting the Group's results into the presentational currency.
Retained losses comprise the Group's accumulative losses recognised in the
statement of comprehensive income.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Attributable to equity shareholders
Note Share capital Share premium Other reserves Retained losses Total equity
£ £ £ £ £
Balance as at 1 January 2024 228,328 8,919,654 121,829 (8,579,268) 690,543
Loss for the year - - - (700,745) (700,745)
Total comprehensive income for the year - - - (700,745) (700,745)
Options issued during year 19 - - 133,711 - 133,711
Options expired during year 19 - - (2,415) 2,415 -
Total transactions with owners, recognised directly in equity - - 131,296 2,415 133,711
Balance as at 31 December 2024 228,328 8,919,654 253,125 (9,277,598) 123,509
Balance as at 1 January 2025 228,328 8,919,654 253,125 (9,277,598) 123,509
Profit for the year - - - 414,159 414,159
Total comprehensive income for the year - - - 414,159 414,159
Issue of ordinary shares 18 57,266 447,926 - - 505,192
Cost of capital - (5,700) - - (5,700)
Options expired during year 19 - - (50,140) 50,140 -
Total transactions with owners, recognised directly in equity 57,266 442,226 (50,140) 50,140 499,492
Balance as at 31 December 2025 285,594 9,361,880 202,985 (8,813,299) 1,037,160
STATEMENTS OF CASH FLOWS
For the year ended 31 December 2025
Group Company
Note Year ended Year ended Year ended 31 December 2025 Year ended 31 December 2024
31 December 2025 31 December 2024 £ £
£ £
Cash flows from operating activities
Profit/(Loss) before income tax from continuing operations 426,839 (684,962) 414,159 (700,745)
Loss before income tax from discontinued operations (7,468) (151,874) - -
Adjustments for:
VAT receivable impairment 8 350 110,568 - -
Reversal of previously impaired loans 13 - - - (261,012)
Intercompany loan impairment 13 - - 289,573 291,810
Loss on asset held for sale - 103,985 - -
Net (gain) / loss on disposal of on quoted investments 12 (858,608) 53,519 (858,608) 53,519
Impairment of Exploration & Evaluation assets 11 - 7,704 - -
Share options expense - 133,711 - 133,711
Foreign exchange losses (17,560) 19,675 (191,119) 96,668
Interest receivable (6) - (69,552) (65,847)
Decrease/(Increase) in trade and receivables (6,433) 1,357 159 76,063
(Decrease)/Increase in trade and payables (6,790) 79,973 (9,555) 79,719
Net cash used in operating activities (469,676) (326,344) (424,943) (296,114)
Cash flows from investing activities
Sale of quoted investments 1,065,891 12,081 1,065,891 12,081
Sale of Exploration asset - 111,653 - 111,653
Loans granted to subsidiary undertakings 13 - - (35,213) (25,215)
Exploration and evaluation activities 11 - (7,704) - -
Net cash used in investing activities 1,065,891 116,030 1,030,678 98,519
Cash flows from financing activities -
Net proceeds from share issue 491,992 - 491,992
Net cash generated from financing activities 491,992 - 491,992 -
Net increase/(decrease) in cash and cash equivalents 1,088,207 (210,314) 1,097,727 (197,595)
Cash and cash equivalents at beginning of period 68,361 278,675 53,839 251,434
Cash and cash equivalents at end of period 15 1,156,568 68,361 1,151,566 53,839
- 144,109 - 144,109
Non-cash investing and financing activities
Receipt of shares in relation to the disposal of subsidiary
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. General information
The principal activity of Chesterfield Resources plc (the 'Company') and its
subsidiaries (together the 'Group') is the exploration and development of
precious and base metals. The Company is a public limited Company whose shares
were admitted to the Standard listing segment of the Main market of the London
Stock Exchange on 29 August 2017. The Company is incorporated and domiciled in
England.
The address of its registered office is 6 Heddon Street, London, W1B 4BT.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
Financial Information are set out below ('Accounting Policies' or 'Policies').
These Policies have been consistently applied to all the periods presented,
unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in accordance
with UK-adopted international accounting standards, IFRS Interpretations
Committee (IFRS IC) interpretations as adopted by the United Kingdom
applicable to companies under IFRS, and the Companies Act 2006. The Group and
Company Financial Statements have also been prepared under the historical cost
convention, except as modified for financial assets carried at fair value
through profit and loss.
The Financial Statements are presented in Pound Sterling rounded to the
nearest pound.
The preparation of Financial Statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Accounting Policies. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Group and Company Financial
Statements are disclosed in Note 4.
a) Changes in accounting policies and disclosures
i) New and amended standards adopted by the Group
and Company
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations. The amendments and revisions applicable for the period ended
31 December 2025 did not result in any material changes to the financial
statements of the Group or Company.
Of the other IFRS and IFRIC amendments, none are expected to have a material
effect on future Group or Company Financial Statements.
ii) New standards, amendments and interpretations in
issue but not yet effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 9 and IFRS 7 (Amendments) Classification and Measurement of Financial Instruments - Amendments to IFRS 9 1 January 2026
Financial Instruments and IFRS 7 Financial Instruments: Disclosures
Amendments (Various) Annual Improvements to IFRS Accounting Standards - Amendments to: 1 January 2026
· IFRS 1 First-time Adoption of International Financial Reporting
Standards;
· IFRS 7 Financial Instruments: Disclosures and its accompanying
Guidance on implementing IFRS 7;
· IFRS 9 Financial Instruments;
· IFRS 10 Consolidated Financial Statements;
· IAS 7 Statement of Cash flows
None are expected to have a material effect on the Group or Company Financial
Statements.
2.2. Basis of consolidation
The Group Financial Statements consolidate the Financial Statements of the
Company and its subsidiaries made up to 31 December 2025. Subsidiaries are
entities over which the Group has 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
the investee.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has 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.
Investments in subsidiaries are accounted for at cost less impairment within
the Company Financial Statements. Where necessary, adjustments are made to the
Financial Statements of subsidiaries to bring the accounting policies used in
line with those used by other members of the Group. All significant
intercompany transactions and balances between Group enterprises are
eliminated on consolidation.
2.3. Going concern
The Group's business activities together with the factors likely to affect its
future development, performance and position are set out in the Chairman's
Report on page 2. In addition, Note 3 to the Group Financial Statements
includes the Group's objectives, policies and processes for managing its
capital; its financial risk management objectives; details of its financial
instruments and its exposure to market, credit and liquidity risk.
The Directors have a reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for the foreseeable
future and, therefore, continue to adopt the going concern basis in preparing
the Annual Report and Financial Statements.
2.4. Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker (CODM). The CODM, who
is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors that makes
strategic decisions.
Segment results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
2.5. Foreign currencies
(a) 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 functional currency of the UK
parent entity is Pound Sterling. The functional currency of the Cyprian
subsidiary is Euros and Canadian subsidiary is Canadian Dollars. The Financial
Statements are presented in Pounds Sterling which is the Group's presentation
currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
period-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of Comprehensive Income.
(c) Group companies
The results and financial position of all the Group entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each period end date presented are
translated at the period-end closing rate;
· income and expenses for each Income Statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the
transactions); and
· all resulting exchange differences are recognised in other
comprehensive income.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised in the
Statement of Comprehensive Income as part of the gain or loss on sale.
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 measurement of exploration and
evaluation assets and which are classified as intangible assets relate to the
acquisition of rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, 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.
Exploration and evaluation assets are recorded and held at cost
Exploration and evaluation assets are not subject to amortisation but are
assessed annually for impairment. The assessment is carried out by allocating
exploration and evaluation assets to cash generating units ("CGU's"), which
are based on specific projects or geographical areas. The CGU's are then
assessed for impairment using a variety of methods including those specified
in IFRS 6. Following their assessment, the Directors concluded that no
impairment charge was necessary for the year ended 31 December 2025 (2024:
£7,704) as no expenditure was capitalised during the period.
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, the associated expenditures are written off to the
Statement of Comprehensive Income.
Exploration and evaluation assets recorded at fair-value on acquisition
Exploration assets which are acquired are recognised at fair value. When an
acquisition of an entity whose only significant assets are its exploration
asset and/or rights to explore, the Directors consider that the fair value of
the exploration assets is equal to the consideration. Any excess of the
consideration over the capitalised exploration asset is attributed to the fair
value of the exploration asset.
2.7. Investment in subsidiaries
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision (Note 13).
2.8. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated depreciation
and any accumulated impairment losses. Depreciation is provided on all
property, plant and equipment to write off the cost less estimated residual
value of each asset over its expected useful economic life on a straight-line
basis at the following annual rates:
Office Equipment - 10% straight line
Vehicles - 20% straight line
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to the
Statement of Comprehensive Income during the financial period in which they
are incurred.
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other (losses)/gains' in the
Statement of Comprehensive Income.
2.9. Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not
ready to use, are not subject to amortisation and are tested annually for
impairment. Property, plant and equipment is reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating
units). Non-financial assets that suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.
2.10. Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, and subsequently
measured at amortised cost, fair value through OCI, or fair value through
profit or loss.
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
or fair value through OCI, 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.
The Group's business model for managing financial assets refers to how it
manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in
four categories:
· Financial assets at amortised cost (debt instruments)
· Financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments)
· Financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition (equity
instruments)
· Financial assets at fair value through profit or loss
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group and Company. The Group and
Company measures financial assets at amortised cost if both of the following
conditions are met:
· The financial asset is held within a business model with the
objective to hold financial assets in order to collect contractual cash flows;
and
· The contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the
effective interest rate (EIR) method and are subject to impairment. Interest
received is recognised as part of finance income in the statement of profit or
loss and other comprehensive income. Gains and losses are recognised in profit
or loss when the asset is derecognised, modified or impaired. The Group's
financial assets at amortised cost include trade receivables (not subject to
provisional pricing) and other receivables.
Fair Value through Profit or Loss (FVTPL)
Financial assets that do not meet the criteria for being measured at amortised
cost or FVTOCI are measured at FVTPL. The Group holds equity instruments that
are classified as FVTPL as these were acquired principally for the purpose of
selling.
Financial assets at FTVPL are measured at fair value at the end of each
reporting period, with any fair value gains or losses recognised in profit or
loss. Fair value is determined by using market observable inputs and data as
far as possible. Inputs used in determining fair value measurements are
categorised into different levels based on how observable the inputs used in
the valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is primarily derecognised when:
· The rights to receive cash flows from the asset have expired; or
· The Group and Company has transferred its rights to receive cash
flows from the asset or has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a 'pass-through'
arrangement; and either (a) the Group and Company has transferred
substantially all the risks and rewards of the asset, or (b) the Group and
Company has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
Impairment of financial assets
The Group recognises an allowance for ECLs for all debt instruments not held
at fair value through profit or loss. ECLs are based on the difference between
the contractual cash flows due in accordance with the contract and all the
cash flows that the Group expects to receive, discounted at an approximation
of the original EIR. 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 trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
2.11. Financial liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. IFRS 9.4.2.1(a) Financial
liabilities are classified as held for trading if they are incurred for the
purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Group that are not
designated as hedging instruments in hedge relationships as defined by IFRS 9.
Separated embedded derivatives are also classified as held for trading unless
they are designated as effective hedging instruments. Gains or losses on
liabilities held for trading are recognised in the statement of profit or loss
and other comprehensive income.
Loans and borrowings and trade and other payables
After initial recognition, interest-bearing loans and borrowings and trade and
other payables are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in the statement of profit or loss and
other comprehensive income when the liabilities are derecognised, as well as
through the EIR 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 EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
This category generally applies to trade and other payables.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as financial liabilities
at fair value through profit and loss or other liabilities, as appropriate.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost.
2.12. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.13. Share capital and share premium
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 the proceeds provided there is sufficient premium
available.
2.14. Share based payments
The Group operates a number of equity-settled, share-based schemes, under
which the Group receives services from employees or third-party suppliers as
consideration for equity instruments (options and warrants) of the Group. The
fair value of the third-party suppliers' services received in exchange for the
grant of the options is recognised as an expense in the Statement of
Comprehensive Income or charged to equity depending on the nature of the
service provided. The value of the employee services received is expensed in
the Statement of Comprehensive Income and its value is determined by reference
to the fair value of the options granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions (for example,
the requirement for employees to save).
The fair value of the share options and warrants are determined using the
Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total expense or charge is recognised
over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each reporting period,
the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the Statement of Comprehensive
Income or equity as appropriate, with a corresponding adjustment to a separate
reserve in equity.
When the options are exercised, the Group issues new shares. The proceeds
received, net of any directly attributable transaction costs, are credited to
share capital (nominal value) and share premium when the options are
exercised.
2.15. Taxation
No current tax is yet payable in view of the losses to date.
Deferred tax is recognised for using the liability method in respect of
temporary differences arising from differences between the carrying amount of
assets and liabilities in the Group Financial Statements and the corresponding
tax bases used in the computation of taxable profit. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of
goodwill; deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets (including those arising from
investments in subsidiaries), are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in the future and there is
sufficient taxable profit available against which the temporary difference can
be used.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted by the statement of financial position date and are
expected to apply to the period when the deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.16. Discontinued Operations
Discontinued operations define the parts of a Group Company that are sold,
shut down, or no longer operational during the financial year of the Group.
The financial performance of discontinued operations is presented separately
to the Group in the consolidated statement of income statement and statement
of financial position.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk
(foreign currency risk, price risk and interest rate risk), credit risk and
liquidity risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance. None of these risks are hedged.
Risk management is carried out by the London based management team under
policies approved by the Board of Directors.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to enable the Group to continue its
exploration and evaluation activities, 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 issue of shares or sell assets to
reduce debts.
At 31 December 2025 the Group had borrowings of nil (2024: £nil) and defines
capital based on the total equity of the Group. The Group monitors its level
of cash resources available against future planned exploration and evaluation
activities and may issue new shares in order to raise further funds from time
to time.
Given the Group's level of debt versus its cash at bank and cash equivalents,
the gearing ratio is immaterial.
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the Financial Statements and the reported amount of expenses
during the period. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are regularly evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Items subject to such estimates and assumptions, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial years, include but are not limited to:
Share based payment transactions
The Group has made awards of options and warrants over its unissued share
capital to certain Directors as part of their remuneration package. The
valuation of these options and warrants involves making a number of critical
estimates relating to price volatility, future dividend yields, expected life
of the options and forfeiture rates. These assumptions have been described in
more detail in Note 19.
5. Segment Information
Management has determined the operating segments based on reports reviewed by
the Board of Directors that are used to make strategic decisions. During the
period the Group had interests in three geographical segments; the United
Kingdom, Canada and Cyprus. Activities in the UK are mainly administrative in
nature whilst the activities in Canada and Cyprus relate to exploration and
evaluation work. As at 31 December 2025, management made the decision to
strike off CRC Chesterfield Resources (Cyprus) Limited from the Cypriot
Register of Companies. As such, the Cyprian geographical segment has been
reclassed as a discontinued operation.
2025 Canada Cyprus UK Total
£ £ £ £
Continuing operations
Administrative expenses (22,530) - (411,622) (434,152)
Finance Income - - 2,383 2,383
Net gain/(loss) on disposal of quoted investments - - 858,608 858,608
Discontinued operations
Administrative expenses - (16,729) - (16,729)
Exploration costs expensed - (1,092) - (1,092)
Other gains - 10,353 - 10,353
Profit/(Loss) before tax per reportable segment (22,530) (7,468) 449,369 419,371
Reportable segment assets 5,254 139 1,173,657 1,179,050
Reportable segment liabilities - (10,488) (136,498) (146,986)
2024 Canada Cyprus UK Total
£ £ £ £
Continuing operations
Administrative expenses (20,960) - (507,000) (527,960)
Impairment on asset held for sale - - (103,985) (103,985)
Net gain/(loss) on disposal of quoted investments - - (53,017) (53,017)
Discontinued operations
Administrative expenses - (33,602) - (33,602)
Impairment of intangible assets - (7,704) - (7,704)
Other Losses - (110,568) - (110,568)
Loss before tax per reportable segment (20,960) (151,874) (664,002) (836,836)
Reportable segment assets 11,460 3,962 280,667 296,089
Reportable segment liabilities (1,776) (22,294) (157,182) (181,252)
6. Expenses by nature
Group
31 December 31 December 2024
2025 £
£
Continuing operations
Directors' fees 186,055 202,628
Employee salaries & related expenses 5,273 10,187
Stock exchange related costs 38,723 37,397
Placing related costs 33,600 -
Office related expenses including printing, postage and telephone 12,171 8,639
Accountancy fees 6,072 8,347
Auditor remuneration 45,200 42,500
Travel & subsistence 364 849
Professional & consultancy fees 100,877 70,422
Insurance 11,925 14,373
Other expenses 541 -
Share Option expense - 133,711
Other Gains (6,649) (1,093)
Total administrative expenses - continuing 434,152 527,960
Discontinued operations
Office related expenses including printing, postage and telephone - 879
Directors' fees - -
Auditor remuneration 6,974 5,461
Accountancy fees 1,299 1,452
Professional & consultancy fees 6,931 4,665
Other Expenses 1,525 21,145
Total administrative expenses - discontinued (note 20) 16,729 33,602
Total administrative expenses 450,881 561,562
As at 31 December 2025, £6,055 (2024: £6,023) of the Director fees related
to the Subsidiary.
Services provided by the Company's auditor and its associates
During the period, the Group (including overseas subsidiaries) obtained the
following services from the Company's auditors and its associates:
Group
31 December 31 December
2025 2024
£ £
Fees payable to the Company's auditor and its associates for the audit of the 38,000 45,200
Company and Group Financial Statements
Fees payable to the auditor of CRC Chesterfield Resources (Cyprus) Limited 6,974 5,460
7. Directors' remuneration
31 December 2025 31 December 2024
Short-term benefits Accruals Total Short-term benefits Total
Accruals
£ £ £ £ £ £
Executive Director
Kashif Afzal ((1)) 120,000 - 120,000 18,800 75,318 94,118
Non-executive Directors
Ajay Kejriwal ((1)) 1,500 34,500 36,000 32,500 22,606 55,106
Paul Ensor ((1)) 24,000 - 24,000 32,500 13,571 46,071
David Cliff ((2)) - - - 1,310 - 1,310
145,500 34,500 180,000 85,110 111,495 196,605
(1) On 20 March 2024, Kashif Afzal transitioned from a Non-executive to
Executive Chairman. Paul Ensor and Ajay Kejriwal transitioned from Executive
Directors to Non-executive Directors.
(2) David Cliff resigned 16 March 2024
No share options were awarded to Directors during the year (2024: £133,711).
The Ajay Kejriwal accrual remains payable as at 31 December 2025, totalling
£57,106. This includes £22,606 for 2024 and £34,500 for 2025.
8. Other gains/(losses)
Group
Current 31 December 31 December
2025 2024
£ £
Discontinued operations
Write off HKP guarantees 2,567 -
Write off legal provisions 8,136 -
VAT receivable impairment (350) (110,568)
Total 10,353 (110,568)
9. Income tax
No charge to taxation arises due to the losses incurred.
The tax on the Group's loss before tax differs from the theoretical amount
that would arise using the weighted average tax rate applicable to the losses
of the consolidated entities as follows:
Group
31 December 2025 31 December 2024
£ £
Profit/(Loss) before tax 419,371 (836,836)
Tax at the applicable rate of 27.09% (2024: 22.78%) 113,616 (190,640)
Effects of:
Expenditure not deductible for tax purposes - 31,042
Income not taxable (87,826) -
Losses carried forward on which no deferred tax asset is recognised (25,790) 159,598
Tax - -
The weighted average applicable tax rate of 27.09% (2024: 22.78%) used is a
combination of the 25% standard rate of corporation tax in the UK, 15% Cypriot
corporation tax and 30% Canadian tax rate.
The Group has a potential deferred income tax asset of approximately £621,000
(2024: £1,227,000) due to tax losses available to carry forward against
future taxable profits. The Company has tax losses of approximately
£2,372,000 (2024: £2,583,000) available to carry forward against future
taxable profits. No deferred tax asset has been recognised on accumulated tax
losses because of uncertainty over the timing of future taxable profits
against which the losses may be offset.
10. Earnings per share
Continuing Operations
The calculation of the total basic earnings per share of 0.278 pence (2024:
(0.526 pence)) is based on the profit from continued operations attributable
to equity holders of the Company of £426,839 (2024: loss of £684,962) and on
the weighted average number of ordinary shares of 153,494,366 (2024:
130,328,311) in issue during the period.
The calculation of diluted earnings per share of 0.122 pence is based on the
profit from continued operations attributable to equity holders of the company
of £426,839 and on the weighted average number of ordinary shares of
153,494,366, and the weighted average number of share options 195,544,311 in
issue during the period.
In accordance with IAS 33, basic and diluted earnings per share are identical
for the Group in 2024 as the effect of the exercise of share options would be
to decrease the earnings per share.
Discontinued Operations
The calculation of the total basic earnings per share of 0.005 pence (2024:
(0.117)) is based on the loss from discontinued operations attributable to
equity holders of the Company of £7,468 (2024: £151,874)and on the weighted
average number of ordinary shares of 153,494,366 (2024: 130,328,311) in issue
during the period.
The calculation of diluted earnings per share of 0.002 pence is based on the
loss from discontinued operations attributable to equity holders of the
company of £7,468 and on the weighted average number of ordinary shares of
153,494,366, and the weighted average number of share options 195,544,311 in
issue during the period.
Details of share options that could potentially dilute earnings per share in
future periods are set out in Note 19.
11. Intangible Assets
Intangible assets comprise exploration and evaluation costs. Exploration and
evaluation assets are all internally generated except for those acquired at
fair value.
Group
Exploration & Evaluation Assets - Cost and Net Book Value 2025 2024
£ £
Opening balance - -
Additions - 7,704
Impairment of Chesterfield Resources (Cyprus) Ltd asset - (7,704)
Foreign exchange - -
As at end of period - -
The Directors therefore undertook an assessment of the following areas and
circumstances that could indicate the existence of impairment:
• The Group's right to explore in an area has expired, or will expire
in the near future without renewal;
• No further exploration or evaluation is planned or budgeted for;
• A decision has been taken by the Board to discontinue exploration
and evaluation in an area due to the absence of a commercial level of
reserves; or
• Sufficient data exists to indicate that the book value will not be
fully recovered from future development and production.
Following their assessment and as a decision has been taken by the Board to
discontinue exploration and evaluation in Cyprus.
The Directors concluded that an impairment charge of £7,704 was necessary
for the year ended 31 December 2024.
12. Investments
Group & Company
£
As at 1 January 2024 133,425
Acquisition of Sterling Metals Corp. shares 144,108
Disposal of Sterling Metals Corp. shares (12,649)
Net loss on disposal of Sterling Metals Corp. shares (14,930)
Unrealised loss on Sterling Metals Corp. shares (38,589)
As at 31 December 2024 211,365
As at 1 January 2025 211,365
Disposal of Sterling Metals Corp. shares (1,069,973)
Net gain on disposal of Sterling Metals Corp. shares 858,608
As at 31 December 2025 -
Quoted investments are measured at fair value with fair value gains and losses
recognised through profit and loss. All investments were held at level 1 as
they were held in entities that meet the definition of a quoted company.
As of 31 December 2025, the Company had sold all of their quoted investments
Investments.
2024
On 19 April 2024, the Company sold 308,000 common shares in Sterling Metals
Corporation. The shares had a fair value on disposal (CAD$ 0.07) totalling
CAD$21,601 (£12,649) and a book value of CAD$46,200 (£27,579).
On 26 November 2024, the Company was issued 8,500,000 common shares in
Sterling Metals Corporation in relation to the disposal of subsidiary. The
shares have been valued at fair value upon issue (CAD$ 0.03) totalling
CAD$680,000 (£144,108).
On 31 December 2024, an unrealised loss of £38,589 was recognised following a
revaluation of the shares in line with the current share price (CAD$ 0.03) to
total CAD$380,760 (£211,365).
2025
In January 2025, the Company sold a total of 807,000 common shares in Sterling
Metals Corporation. The shares had an average fair value on disposal of CAD$
0.05 meaning the Company received total gross proceeds of CAD$40,350
(£22,619).
In February 2025, the Company sold a total of 1,000 common shares in Sterling
Metals Corporation. The shares had an average fair value on disposal CAD$ 0.05
meaning the Company received total gross proceeds of CAD$50 (£28), resulting
in a balance of 11,884,000 common shares held by the Company in Sterling
Metals Corporation.
In February 2025, Sterling Metals Corporation completed a 10-for-1 share
consolidation meaning the Company then held 1,188,400 common shares in the
Sterling Metals Corporation following the disposals in January and February
2025.
In May 2025, the Company sold a total of 200,000 common shares in Sterling
Metals Corporation. The shares had an average fair value on disposal of CAD$
0.41, meaning the Company received total gross proceeds of CAD$81,700
(£44,123).
In June 2025, the Company sold a total of 145,000 common shares in Sterling
Metals Corporation. The shares had an average fair value on disposal of CAD$
0.48, meaning the Company received total gross proceeds of CAD$66,755
(£36,006).
In October 2025, the Company sold a total of 843,400 common shares in Sterling
Metals Corporation. The shares had an average fair value on disposal of CAD$
2.18, meaning the Company received total gross proceeds of CAD$1,806,245
(£966,061).
Following these transactions, the Company had sold all of their quoted
Investments.
13. Investments in Subsidiary Undertakings
Company
2025 2024
£ £
Shares in Group Undertakings
At beginning of period - 291,810
Impairment of Investment in Chesterfield (Canada) Inc. - (291,810)
At end of period - -
Loans to Group undertakings
At beginning of period - -
Loans granted 35,213 25,215
Foreign Exchange 184,812 (96,312)
Interest receivable 69,546 65,847
Impairment of Loan to Chesterfield Resources (Cyprus) Ltd (272,802) -
Impairment of Loan to Chesterfield (Canada) Inc. (16,771) -
Reversal of previously impaired loans - 261,012
Proceeds from Sale of Exploration asset - (255,762)
At end of period - -
Total - -
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision.
Subsidiaries
Name of subsidiary Registered office address Country of incorporation and place of business Proportion of ordinary shares held by parent (%) Proportion of ordinary shares held by the Group (%) Nature of business
CRC Chesterfield Resources (Cyprus) Limited ((1)) Illoupoleos 1, Germasogela, 4046 Limassol, Cyprus Cyprus 100% 100% Exploration
Chesterfield (Canada) Inc PO Box 5038. St John's, Canada Canada 100% 100% Exploration
(1) As at 31 December 2025, management made the decision to strike off the
subsidiary CRC Chesterfield Resources (Cyprus) Limited the Cypriot Register of
Companies. A submission requesting the official strike off of the company was
made to the local registrar on 31 December 2025.
14. Trade and other receivables
Group Company
Current 31 December 31 December 31 December 31 December
2025 2024 2025 2024
£ £ £ £
Prepayments 8,909 9,068 8,909 9,068
Other receivables 6,164 4,305 6,164 3,473
VAT receivable 7,409 2,990 7,018 2,920
Total 22,482 16,363 22,091 15,461
Trade and other receivables are all due within one year. The fair value of all
receivables is the same as their carrying values stated above.
15. Cash and cash equivalents
Group Company
31 December 31 December 31 December 31 December
2025 2024 2025 2024
£ £ £ £
Cash at bank and in hand 1,156,568 68,361 1,151,566 53,839
Cash at bank comprises balances held by the Company in current bank accounts.
The carrying value of these approximates to their fair value.
16. Trade and other payables
Group Company
31 December 31 December 31 December 31 December
2025 2024 2025 2024
£ £ £ £
Trade payables 21,034 18,976 17,890 3,164
Accruals ((1)) 125,818 162,276 118,505 153,992
Other payables 134 - 103 -
146,986 181,252 136,498 157,156
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and continuing costs. The Directors consider that the carrying value
amount of trade and other payables approximates to their fair value.
((1)) Accruals include amounts owed to directors for payroll of £57,106
(2024: £111,495). For a breakdown, refer to Note 7.
17. Financial Instruments by Category
Group 31 December 2025 31 December 2024
Loans & receivables FVTPL Total Loans & receivables FVTPL Total
Assets per Statement of Financial Performance (Amortised cost) £ £ £ £ £ £
Trade and other receivables (excluding prepayments and VAT) 6,164 - 6,164 4,305 211,365 215,670
Cash and cash equivalents 1,156,568 - 1,156,568 68,361 - 68,361
1,162,732 - 1,162,732 72,666 211,365 284,031
31 December 2025 31 December 2024
At amortised cost Total At amortised Total
cost
Liabilities per Statement of Financial Performance (Amortised cost) £ £ £ £
Trade and other payables (excluding non-financial liabilities) 146,986 146,986 181,252 181,252
146,986 146,986 181,252 181,252
Company 31 December 2025 31 December 2024
Loans & receivables FVTPL Total Loans & receivables FVTPL Total
Assets per Statement of Financial Performance (Amortised cost) £ £ £ £ £ £
Trade and other receivables (excluding prepayments and VAT) 6,164 - 6,164 3,475 211,365 214,840
Cash and cash equivalents 1,151,566 - 1,151,566 53,839 - 53,839
1,157,730 - 1,157,730 57,314 211,365 268,679
31 December 2025 31 December 2024
At amortised cost Total At amortised Total
cost
Liabilities per Statement of Financial Performance (Amortised cost) £ £ £ £
Trade and other payables (excluding non-financial liabilities) 136,498 136,498 157,156 157,156
136,498 136,498 157,156 157,156
Fair value of financial assets and liabilities
Financial assets and liabilities are carried in the Statement of Financial
Position at either their fair value (financial investments) or at a reasonable
approximation of the fair value (trade and other receivables, trade and other
payables and cash at bank).
The fair values are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.
18. Share Capital and Other Reserves
Share Capital - Group and Company
Number of shares authorised, issued and fully paid Share Capital Share premium Total
£ £ £
As at 1 January 2024 130,328,311 228,328 8,919,654 9,147,982
As at 31 December 2024 130,328,311 228,328 8,919,654 9,147,982
As at 1 January 2025 130,328,311 228,328 8,919,654 9,147,982
Proceeds for share issue ((1)) 26,000,000 26,000 104,000 130,000
Proceeds for share issue ((2)) 31,266,000 31,266 343,926 375,192
Cost of capital - - (5,700) (5,700)
As at 31 December 2025 187,594,311 285,594 9,361,880 9,647,474
Each ordinary share has a par value of 0.1p and carries the right to one vote,
to receive dividends and to participate on a return of capital.
1) On 23 May 2025, 26,000,000 new ordinary shares were issued at a price
of 0.5 pence per share, for a total of £130,000
2) On 8 October 2025, 31,266,000 ordinary shares were issued at a price
of 1.2 pence per share, for a total of £375,192
Other Reserves - Group
Share Option Reserve Translation Reserve Total
£ £ £
As at 1 January 2024 121,829 (20,914) 100,915
Currency translation differences - 8,659 8,659
Options issued during year 133,711 - 133,711
Options expired during year (2,415) - (2,415)
As at 31 December 2024 253,125 (12,255) 240,870
As at 1 January 2025 253,125 (12,255) 240,870
Currency translation differences - (1,636) (1,636)
Options expired during year (50,140) - (50,140)
As at 31 December 2025 202,985 (13,891) 189,094
Other Reserves - Company
Share Option Reserve Total
£ £
As at 1 January 2024 121,829 121,829
Options issued during year 133,711 133,711
Options expired during year (2,415) (2,415)
As at 31 December 2024 253,125 253,125
As at 1 January 2025 253,125 253,125
Options expired during year (50,140) (50,140)
As at 31 December 2025 202,985 202,985
19. Share based payments
Share options
Share options and warrants outstanding and exercisable at the end of the
period have the following expiry dates and exercise prices:
Options & Warrants
Grant Date Expiry Date Exercise price in £ per share 31 December 2025 31 December 2024
17 December 2019 1 January 2025 0.05 - 350,000
27 July 2020 27 July 2025 0.0525 - 1,175,000
27 July 2020 16 July 2025 0.10 - 619,333
11 December 2020 11 December 2025 0.09 - 55,556
5 January 2021 5 January 2026 0.14 1,000,000 1,000,000
5 February 2021 5 February 2026 0.125 250,000 250,000
2 July 2021 2 July 2026 0.12 1,750,000 2,000,000
30 September 2021 30 September 2026 0.11 950,000 1,200,000
19 March 2024 19 March 2029 0.02 4,000,000 4,000,000
7,950,000 10,649,889
The Company and Group have no legal or constructive obligation to settle or
repurchase the options or warrants in cash.
In October 2025, the company announced its intention to issue warrants to
certain shareholders. The issuance of these warrants is conditional upon
obtaining shareholder approval at the 2026 Annual General Meeting. It has
therefore been disclosed as a contingent liability as at 31 December 2025
(Note 23).
The fair value of the share options and warrants was determined using the
Black Scholes valuation model. The parameters used are detailed
below:
2021 Options 2021 Options 2021 Options 2021 Options
Granted on: 05/01/2021 05/02/2021 02/07/2021 30/09/2021
Life (years) 5 years 5 years 5 years 5 years
Exercise price (pence per share) 14p 12.5p 12p 11p
Risk free rate 0.08% 0.08% 1.10% 1.10%
Expected volatility 35.43% 35.43% 13.79% 12.29%
Expected dividend yield - - - -
Marketability discount 20% 20% 20% 20%
Total fair value (£000) 36 8 24 1.5
2024 Options
Granted on: 19/03/2024
Life (years) 5 years
Exercise price (pence per share) 2p
Risk free rate 4.46%
Expected volatility 16.68%
Expected dividend yield -
Marketability discount 0%
Total fair value (£000) 133
The expected volatility of the 2024 and 2021, options has been calculated
based on volatility for the six months of trading before admission. The
risk-free rate of return is based on zero yield government bonds for a term
consistent with the option life. A reconciliation of options and warrants
granted over the year to 31 December 2025 is shown below:
2025 2024
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
Outstanding at beginning of period 10,649,889 0.07 22,778,889 0.15
Granted - - 4,000,000 0.02
Expired/cancelled (2,699,889) - (16,129,000) -
Outstanding as at period end 7,950,000 0.07 10,649,889 0.07
Exercisable at period end 7,950,000 0.07 10,649,889 0.07
2025 2024
Range of exercise prices (£) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years)
0 - 0.05 0.02 4,000,000 3.22 3.22 0.02 4,350,000 3.88 3.88
0.06 - 0.15 0.12 3,950,000 0.41 0.41 0.11 6,299,889 1.18 1.18
0.16 - 0.30 - - - - - - - -
During the period there was no charge (2024: £133,711) in respect of share
options issued to the profit and loss. There was credit of £50,140 (2024:
£2,415) in respect of expired options.
20. Discontinued Operations
As at 31 December 2025, management made the decision to strike off CRC
Chesterfield Resources (Cyprus) Limited from the Cypriot Register of
Companies. A submission requesting the official strike off of the company was
made to the local registrar on 31 December 2025. As such, expenditure incurred
in CRC Chesterfield Resources (Cyprus) has been reclassed as discontinued
operations.
Financial Performance
CRC Chesterfield Resources (Cyprus) Limited
31 December 2025
£
Cash and cash equivalents 139
Total assets 139
Trade and other payables (10,488)
Total liabilities (10,488)
Net liabilities disposed (10,349)
The loss for the period in CRC Chesterfield Resources (Cyprus) Limited was
£7,468 (2024: £151,874).
The loss for discontinued operations of CRC Chesterfield Resources (Cyprus)
Limited is as follows:
31 December 2025 31 December 2024
£ £
Administrative expenses (16,729) (33,602)
Impairment of intangible assets (note 11) - (7,704)
Exploration costs expensed (1,092) -
Other gains/(losses) (note 8) 10,353 (110,568)
Loss before tax per reportable segment (7,468) (151,874)
21. Related party transactions
Loans to/(from) Group undertakings
Amounts receivable as a result of loans granted to/(from) subsidiary
undertakings are as follows:
Company
31 December 31 December
2025 2024
£ £
CRC Chesterfield Resources (Cyprus) Limited - -
Chesterfield (Canada) Inc. (261,012) (261,012)
At 31 December (261,012) (261,012)
These amounts are unsecured, incur interest, and repayable in Euros and
Canadian Dollars when sufficient cash resources are available in the
subsidiaries.
On 31 December 2025, the loan with CRC Chesterfield Resources (Cyprus) Limited
increased by £272,802 owing to loans granted, interest and foreign exchange,
but was subsequently impaired by £272,802 (31 December 2024: by £nil)
bringing the overall balance to £nil (31 December 2024: £nil).
On 31 December 2025, the loan with Chesterfield (Canada) Inc increased by
£16,772 owing to loans granted, interest and foreign exchange, but was
subsequently impaired by £16,772 (31 December 2024: £nil) bringing the
overall balance to £261,012 (31 December 2024: £261,012).
All intra Group transactions are eliminated on consolidation.
Other related party transactions
2024
During the year ended 31 December 2024 there was no related party
transactions.
2025
On 28 May 2025, Paul Ensor purchased 2,000,000 ordinary shares at a price of
0.5 pence on 28 May 2025. On the same date, Kashif Afzal also purchased
2,000,000 ordinary shares at a price of 0.5 pence. Kashif Afzal's shares are
held via Juniper International FZ LLC, of which Kashif owns 100% of.
There were no members of key personnel management other than Directors, whose
remuneration is disclosed in note 7.
22. Commitments
License commitments
As at 31 December 2025, the Company did not renew any licenses and therefore
has no licence commitments.
23. Contingent Liabilities
In October 2025, the Company announced its intention to issue warrants to
certain shareholders. The issuance of these warrants is conditional upon
obtaining shareholder approval at the 2026 Annual General Meeting.
24. Events after the balance sheet date
There were no significant events after the balance sheet date.
25. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
**ENDS**
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 SDEFFSEMSELL
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Chesterfield Resources
See all newsREG - Chesterfield Res PLC - Notice of AGM
AnnouncementREG - Chesterfield Res PLC - Final Results
AnnouncementREG - Chesterfield Res PLC - Holding(s) in Company
AnnouncementREG - Chesterfield Res PLC - Holding(s) in Company
AnnouncementREG - Chesterfield Res PLC - Holding(s) in Company
Announcement