REG - Cobra Resources PLC - Final Results for the Year Ended 31 December 2025
30/04/2026 10:15
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RNS Number : 5988C Cobra Resources PLC 30 April 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
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30 April 2026
Cobra Resources plc
("Cobra" or the "Company")
Final Results for the Year Ended 31 December 2025
Cobra (https://cobraplc.com/) (LSE: COBR)
(https://www.londonstockexchange.com/stock/COBR/cobra-resources-plc/company-page)
, a South Australian mineral exploration and development company, announces
its final results for the year ended 31 December 2025.
Highlights
Boland Rare Earth Project
A bottom quartile cost opportunity
· A staged programme of resource drilling within the palaeochannel
system confirmed increased continuity of rare earth mineralisation and
provided valuable geological and hydrogeological data that exceeded
expectations and confirmed favourable conditions for in situ recovery (ISR)
development.
· Metallurgical studies also confirmed the suitability of the
low-cost, low disturbance ISR extraction method.
· Successfully produced the first Mixed Rare Earth Carbonate, with a
heavy rare earth content of 14.5% - subsequent optimisation studies increased
heavy rare earth content to 42.94% and 38.9% magnet rare earths with less than
0.9% impurities - this industry standout breakthrough puts Boland on the path
towards sustainable, marketable production.
· Large-scale ISR column testing delivered exceptional results,
confirming strong recoveries of rare earths while maintaining low acid
consumption.
· Advanced environmental and hydrogeological studies required to
support ISR development:
o Field tests delivered exceptional results reaffirming that geological
conditions are conducive to ISR
o Pump tests proved that the hydrological properties of the Boland aquifer
are a world-first, supporting the commerciality of Cobra's future mining
operations.
· Studies advanced the economic credibility of the Boland Project by:
o Minimising sulphuric acid requirements by promoting natural acid
generation
o Optimising product quality by utilising unique metallurgical properties
that enable the removal of low-value rare earths from solution before
precipitation
o Successfully demonstrating hydrology and permeability metrics that support
ISR mining
· Work completed by CSIRO highlighted the unique and cost-effective
nature of Boland mineralisation where sequential leach tests demonstrated
recoveries of up to 25% with tap water.
· Secured a package of tenements from Tri-Star Group in May 2025 and
demonstrated shared characteristics with Boland - significantly increasing the
scale of the ionic rare earth system. Cobra now holds an extensive land
position covering over 3,200km(2) of prospective geology.
· Post year-end - conducted further resource drilling at the Boland and
Head rare earth prospects.
Manna Hill Copper Project
The making of a significant discovery
· Secured a 12-month option agreement to acquire the Manna Hill
Copper Project in the Nackara Arc, South Australia, adding a substantial and
underexplored 1,855 km² copper-gold opportunity to the portfolio.
· Post year-end - completed initial drill programme comprising 18
drillholes for 3,200m.
· Post year-end - reported results from the first 16 drillholes, with
standout intersections including 74m at 1.02% copper and 62m at 1.0% copper.
o Results delivered from this initial programme have provided sufficient
compelling evidence for economic scale. The Board proposes to exercise the
Manna Hill Option and will seek shareholder approval to do so at the
forthcoming AGM.
Corporate
· Completed the sale of the Wudinna Gold Assets for up to A$15
million, enabling the Company to increase its focus on advancing its rare
earth and copper portfolio with retained upside exposure from a shareholding
in the Barton Gold (BGD.AX), the purchaser.
· Post year-end - raised gross proceeds of £4.68 million through the
issue of 116,999,995 ordinary shares to accelerate drilling at Manna Hill
Copper Project while concurrently advancing the Boland Rare Earths Project
through pre-feasibility.
· Appointed global mining industry leader Andrew Michelmore AO as
Non-Executive Chairman.
Andrew Michelmore AO, Non-Executive Chairman, commented:
"2025 was a year that shaped Cobra for future value creation through a
trifecta of portfolio developments in ISR rare earths, copper, and the
divestment of non-core gold assets. On behalf of the Board, I commend Cobra's
exploration team for delivering exceptionally successful drilling programmes
during and after the period. These accomplishments not only validate the
quality of Cobra's assets but also demonstrate the capability and commitment
of its people on the ground. The Company's exploration programmes have the
potential to establish it as a significant copper and rare earths developer in
South Australia."
Enquiries:
Cobra Resources plc via Vigo Consulting
Rupert Verco (Australia) +44 (0)20 7390 0234
Dan Maling (UK)
Hannam & Partners (Joint Broker) +44 (0)20 7907 8500
Leif Powis
Andrew Chubb
SI Capital Limited (Joint Broker) +44 (0)1483 413 500
Nick Emerson
Sam Lomanto
Vigo Consulting (Financial Public Relations) +44 (0)20 7390 0234
Ben Simons cobra@vigoconsulting.com
Seb Weller
The person who arranged for the release of this announcement was Rupert Verco,
Managing Director of the Company.
About Cobra
Cobra Resources is a South Australian critical minerals developer, advancing
assets at all stages of the pre-production pathway.
In 2023, Cobra identified the Boland ionic rare earth discovery at its Wudinna
Project in the Gawler Craton - Australia's only rare earth project suitable
for in situ recovery (ISR) mining. ISR is a low-cost, low-disturbance
extraction method that eliminates the need for excavation, positioning Boland
to achieve bottom-quartile recovery costs.
In 2025, Cobra further expanded its portfolio by optioning the Manna Hill
Copper Project in the Nackara Arc, South Australia. The project contains
multiple underexplored prospects with strong potential to deliver large-scale
copper discoveries.
In 2025, Cobra sold its Wudinna Gold Assets to Barton Gold (ASX: BDG) for up
to A$15 million in cash and shares.
Regional map showing Cobra's tenements in South Australia
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CHAIRMAN'S STATEMENT
I am pleased to present my first Chairman's Statement accompanying the Annual
Report of Cobra since my appointment to the Board earlier this month.
2025 was a year that shaped Cobra for future value creation through a trifecta
of portfolio developments. The Company advanced its plan to become the Western
World's first controlled aquifer in situ recovery ("ISR") rare earth operation
at Boland, demonstrating extraordinary metallurgy and scale potential; the
Company also secured an option to acquire the highly prospective Manna Hill
Cooper Project where Cobra has confirmed a discovery and is beginning to
unlock a porphyry province; and Cobra capitalised on record gold prices to
sell its non-core gold assets for up to A$15 million(£7.461M) with retained
upside from a shareholding in the Barton Gold (BGD.AX), the purchaser.
Cobra's strategy now centres on three critical minerals for the energy
transition: dysprosium, terbium and copper, with gold and molybdenum credits.
BOLAND PROJECT & ISR
Boland continued to deliver encouraging results during the year. A staged
programme of aircore and sonic resource drilling was initiated within the
palaeochannel system. Drilling confirmed increased continuity of rare earth
mineralisation and provided valuable geological and hydrogeological data that
exceeded expectations and confirmed favourable conditions for ISR development.
Metallurgical studies also confirmed the suitability of the low-cost, low
disturbance ISR extraction method at Boland.
Following the binding agreement to acquire a package of tenements from
Tri-Star Group in May 2025, technical studies indicated the presence of a
similar rare earth system on the Narlaby Palaeochannel which shares
characteristics with Boland. Significantly increasing the scale of the ionic
rare earth system, this discovery reflects an opportunity for further
ISR-amenable rare earth mineralisation and emphasises the strength of Cobra's
strategic acquisition of assets. Cobra now holds an extensive land position
covering over 3,200km(2) of prospective geology, following the completed
acquisition of these exploration licences in January 2026.
The Company reported the production of an exceptionally high-grade maiden
Mixed Rare Earth Carbonate ("MREC") product in January 2025. Comprised of
62.4% Total Rare Earth Oxides, this breakthrough was one of the highest grades
produced from ionic REE projects globally. With a heavy rare earth content of
14.5%, the MREC was an industry standout that demonstrates the potential for
high value return. Subsequent large-scale ISR column testing delivered
exceptional results, confirming strong recoveries of rare earths while
maintaining low acid consumption.
Important progress was also made in advancing the environmental and
hydrogeological studies required to support ISR development. The Company
received Environmental Protection and Rehabilitation approval from the
Government of South Australia's Department for Energy and Mining to conduct
in-field permeability studies at Boland. These field tests delivered
exceptional results which aligned with the Company's expectations that
geological conditions are conducive to ISR. Pump tests proved that the
hydrological properties of the Boland aquifer are a world-first, supporting
the commerciality of Cobra's future mining operations.
Through the work programme delivered in 2025, and continuing in 2026, the
Company is defining a breakthrough approach to overcoming industry challenges
associated with clay hosted rare earth mining and processing. The Company's
strategy has been driven by the principle that to define a rare earth project
of true value, the mineral occurrence requires advantageous properties that:
· Can be mined at a low-cost
· Can be cost-effectively processed, where mineralogy and lithology
drive economic metallurgy
· Allow sustainable sourcing, through value-add or low impact extraction
Through studies completed in 2025, the Company has advanced the economic
credibility of the Boland project by:
· Minimising sulphuric acid requirements by promoting natural acid
generation
· Optimising product quality by utilising unique metallurgical
properties that enable the removal of low-value rare earths from solution
before precipitation
· Successfully demonstrating hydrology and permeability metrics that
support in situ recovery mining
Work completed by CSIRO in 2025 highlighted the unique and cost-effective
nature of Boland mineralisation where sequential leach tests demonstrated
recoveries of up to 25% with tap water. The Company has focused on addressing
technical risk, particularly metallurgy, hydrology and product quality. The
work completed during 2025 places the Boland Project as a bottom quartile cost
opportunity.
Key Boland developments post year end
Another milestone was the production of an industry leading MREC post year
end. Further flowsheet optimisation work demonstrated the ability to improve
the value of the final rare earth product by removing up to 100% of low-value
cerium prior to precipitation. Not only can cerium carbonate be sold as a
separate by-product, but the upgraded MREC product produced in March 2026
resulted in an industry leading heavy rare earth carbonate containing 42.94%
heavy Rare earths and 38.9% magnet rare earths with less than 0.9%
impurities.
Produced from ISR at a very low cost and via low disturbance mining methods,
the high purity and quality of the MREC represents significant progress in
process optimisation, successfully increasing the value and marketability of
the project's saleable product. Compared to the first MREC production
described above from early 2025, this development represented a ~170% increase
in product value, based on its rare earth proportions. The breakthrough puts
the Boland Project on the path towards sustainable, marketable production.
Having proven outstanding metallurgy, resource definition drilling was
completed at the Boland and Head rare earth prospects in April 2026, with
results expected over the coming months.
Manna Hill Copper Project
In August 2025, the Company entered into a 12-month option agreement to
acquire the Manna Hill Copper Project in the Nackara Arc, South Australia,
adding a substantial and underexplored 1,855 km² copper-gold opportunity to
the portfolio and complementing the ionic rare earths discovery at Boland. The
project focuses initially on the Blue Rose priority prospect, where the
Program for Environment Protection and Rehabilitation approved up to 50
drillholes. The Company progressed an Induced Polarisation ("IP") survey to
validate its interpretation of the scale of existing mineralisation, and to
improve the targeting of the porphyry system. Such work aimed to demonstrate
the potential of the Manna Hill asset ahead of looking to exercise the option
to acquire the project, subject to shareholder approval, this year.
Key Manna Hill developments post year end
In January 2026, the initial drilling programme at Manna Hill, comprising 18
drillholes for 3,200m, was completed. By mid-April 2026, Cobra had reported
results from the first 16 drillholes, with standout intersections including
74m at 1.02% copper and 62m at 1.0% copper. Results delivered from this
initial programme have provided sufficient compelling evidence for economic
scale. The Board proposes to exercise the Manna Hill Option and will seek
shareholder approval to do so at the forthcoming AGM.
Portfolio Development
In addition to the acquisition of rare earth tenements from Tri-Star Group and
the option to acquire Manna Hill, the Company optimises its asset portfolio
during the year.
The Wudinna Gold Assets comprised a 279,000-ounce gold JORC Mineral Resource
Estimate defined by Cobra in 2023, prior to the Boland discovery. In June
2025, the Company announced the completed sale of these assets to Barton Gold,
and has to date received A$1 million(£497,300), comprising
A$200,000(£99,460) in cash payments and A$800,000(£397,840) through the
issue of 1,025,619 Barton Gold shares. Upon final settlement, which will occur
at the completion of procedural approvals, Cobra will receive a further
5,384,615 shares and cash. Cobra will receive future payments of up to A$15
million(£7,459,500) in total deal consideration. The strategic transaction
offers Cobra the opportunity to become a significant shareholder in a
province-scale gold strategy, while minimising the capital expenditure
required to optimise the value of small-to-mid size gold deposits of this
kind. Granting the Company greater capacity to maximise value from Boland and
Manna Hill, the deal still maintains Cobra's exposure to future upside through
milestone payments and production-linked consideration.
Corporate developments post year end
Post year end, the Company established an Employee Benefit Trust ("EBT") to
implement a proposed Performance Rights framework for executive directors and
senior management. The EBT is designed to align employee and shareholder
interests.
In March 2026, the company raised gross proceeds of £4.68 million through the
issue of 116,999,995 ordinary shares to accelerate drilling at Manna Hill
Copper Project while concurrently advancing the Boland Rare Earths project
through pre-feasibility.
Conclusion
The metallurgical progress achieved during the year has significantly advanced
the Boland project towards demonstrating the technical and economic viability
of ISR extraction for rare earth elements.
Drilling programmes have confirmed the continuity of mineralisation across the
palaeochannel system, while metallurgical and hydrogeological studies continue
to demonstrate favourable conditions for ISR development. Resource definition
drilling has recently completed at Boland and Head to demonstrate the scale
and economic potential to underpin a multigenerational operation. Cobra looks
forward to reporting on the results of this over the coming months.
With the exciting copper discovery at Blue Rose announced in March 2026, the
requisite approvals have been received in respect of a planned further
programme comprising 29 RC drillholes and three
diamond drillholes at Blue Rose. Cobra also intends to expand the initial
focus beyond Blue Rose to test the greater porphyry system as well as the
Netley Hill, Anabama and Golden Sophia targets.
Together, the Company's exploration programmes have the potential to establish
Cobra as a significant copper and rare earths developer in South Australia.
I would also like to record the Board's sincere thanks to Greg Hancock, who
stepped down from the Board during the period after eight years of service.
Greg has made a significant contribution to the Company, providing valuable
insight, leadership and guidance throughout his tenure, and the Board is
grateful for his commitment and dedication to Cobra.
On behalf of the Board, I commend Cobra's exploration team for delivering
exceptionally successful drilling programmes during and after the period. The
team has evidently achieved outstanding results while maintaining tight cost
control and operational safety. These accomplishments not only validate the
quality of Cobra's assets but also demonstrate the capability and commitment
of its people on the ground. The Board extends its congratulations to all
involved for their professionalism and dedication.
Andrew Michelmore AO
Non-Executive Chairman
30 April 2026
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Notes 31 December 31 December
2025 2024
£ £
Gain on Financial Instruments at Fair Value through profit or loss 16
1,441,413 -
Other Income - 91,267
Other Expenses 2 (1,128,838) (565,298)
Exploration Expenditure (140,503) -
Loss on disposal (5,697) -
Operating Profit/(Loss) 166,375 (474,031)
Net finance income 3 13,514 7,169
179,889 (466,862)
Change in estimate of contingent consideration 14 - 43,527
Profit/(Loss) before tax 179,889 (423,336)
Taxation 6 - -
Profit/(Loss) for the year attributable to equity holders 179,889 (423,336)
Earnings per Ordinary share
Basic profit/(loss) per share attributable to owners of the Parent Company 7 £0.0002 (£0.0006)
Diluted profit/(loss) per share attributable to owners of the Parent Company £0.0002 (£0.0006)
All operations are considered to be continuing.
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
31 December 31 December
2025 2024
£ £
Profit / (Loss) for the year 179,889 (423,336)
Other Comprehensive income
Items that may subsequently be reclassified to profit or loss:
- Exchange differences on translation of foreign operations 13,305 (305,161)
Items that will not be reclassified subsequently to profit or loss:
- Fair value movement on equity instruments at FVOCI 275,413 -
Total comprehensive profit / (loss) attributable to equity holders of the 468,607 (728,497)
Parent Company
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025
Notes
2025 2024
£ £
Non-current assets
Intangible Fixed Assets 9 2,329,659 4,318,175
Property, plant and equipment 10 4,544 4,526
Other non-current assets 11 35,308 35,088
Financial asset - Equity instruments (FVTPL) 16 3,534,580 -
Total non-current assets 5,904,091 4,357,789
Current assets
Trade and other receivables 11 209,323 144,746
Cash and cash equivalents 12 1,562,502 795,708
Financial asset - Equity instruments (FVOCI) 16 673,254 -
Total current assets 2,445,079 940,454
Current liabilities
Trade and other payables 13 217,314 171,101
Contingent consideration 14 119,698 119,698
Total current liabilities 337,012 290,799
Net assets 8,012,158 5,007,444
Capital and reserves
Share capital 15 9,358,860 7,988,713
Share premium account 3,950,098 2,821,139
Share based payment reserve 89,473 52,472
Retained losses (5,512,740) (5,692,629)
Foreign currency reserve (148,946) (162,251)
Equity Revaluation Reserve 275,413 -
Total equity 8,012,158 5,007,444
The accompanying notes are an integral part of these financial statements.
These financial statements were approved and authorised for issue by the Board
of Directors on 30 April 2026.
Signed on behalf of the Board of Directors
Rupert Verco, Managing Director, Company No. 11170056
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025
Notes
2025 2024
£ £
Non-current assets
Investment in subsidiary 8 562,260 562,260
Property, plant and equipment 10 1,428 1,428
Intangible Fixed Assets 9 - -
Total non-current assets 563,688 563,688
Current assets
Trade and other receivables 11 6,453,865 5,019,440
Cash and cash equivalents 12 1,183,365 690,633
Total current assets 7,637,230 5,710,073
Current liabilities
Trade and other payables 13 83,005 67,168
Contingent consideration 14 119,698 119,698
Total current liabilities 202,703 186,866
Net assets 7,998,215 6,086,895
Capital and reserves
Share capital 15 9,358,860 7,988,713
Share premium account 3,950,098 2,821,139
Share based payment reserve 89,473 52,472
Retained losses (5,400,216) (4,775,430)
Equity shareholders' funds 7,998,215 6,086,895
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not included its own income statement and
statement of comprehensive income in these financial statements. The Parent
Company's loss for the period amounted to £624,786 (2024: £302,847 loss).
The accompanying notes are an integral part of these financial statements.
These financial statements were approved and authorised for issue by the Board
of Directors on 30 April 2026.
Signed on behalf of the Board of Directors
Rupert Verco, Managing Director, Company No. 11170056
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Share premium Share based payment reserve Retained losses Equity revaluation Foreign currency reserve Total
reserve
£ £ £ £ £ £ £
As at 1 January 2024 5,923,794 2,785,366 21,476 (5,269,293) - 142,906 3,604,249
Loss for the year - - - (423,336) - (423,336)
Translation differences - - - - - (305,161) (305,161)
Total Comprehensive loss for the year - - - (423,336) - (305,161) (728,497)
Shares issued 2,064,919 108,468 - - - 2,173,386
Share issue cost - (72,695) - - - (72,695)
Share options charge - - 30,997 - - 30,997
Total transactions with owners 2,064,919 35,773 30,997 - - 2,131,689
At 31 December 2024 7,988,713 2,821,139 52,473 (5,692,629) - (162,251) 5,007,444
Profit/(Loss) for the year - - - 179,889 - 179,889
Fair value movements - financial assets at fair value through OCI - - - 275,413
- 275,413 -
Translation differences - - - - - 13,305 13,305
Total Comprehensive Income/(loss) for the year - - - 179,889 275,413 13,305 468,607
Shares issued nett of costs 1,370,147 1,128,959 - - - 2,499,106
Share options charge - - 37,000 - - - 37,000
Total transactions with owners 1,370,147 1,128,959 37,000 - - 2,536,106
At 31 December 2025 9,358,860 3,950,098 89,473 (5,512,740) 275,413 (148,946) 8,012,158
The following describes the nature and purpose of each reserve within equity:
Share capital: Nominal value of shares issued
Share premium: Amount subscribed for share capital in excess of nominal value,
less share issue costs
Share based payment reserve: Cumulative fair value of warrants and options
granted
Retained losses: Cumulative net gains and losses, recognised in the statement
of comprehensive income
Equity revaluation reserve: Equity instruments designated as financial assets
at fair value through other comprehensive
income
Foreign currency reserve: Gains/losses arising on translation of foreign
controlled entities into pounds sterling.
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Share Share based Retained Total
capital premium payment losses
reserve
£ £ £ £ £
As at 1 January 2024 5,923,794 2,785,366 21,476 (4,472,583) 4,258,053
Loss for the year - - - (302,847) (302,847)
Total Comprehensive loss for the year - - - (302,847) (302,847)
Shares issued 2,064,919 108,468 - - 2,173,386
Share issue costs - (72,695) - - (72,695)
Share option charge - - 30,997 - 30,997
Total transactions with owners 2,064,919 35,773 30,997 - 2,131,689
At 31 December 2024 7,988,713 2,821,139 52,473 (4,775,430) 6,086,895
Loss for the year - - - (624,786) (624,786)
Total Comprehensive loss for the year - - - (624,786) (624,786)
Shares issued nett of costs 1,370,147 1,128,959 - - 2,499,106
Share option charge - - 37,000 - 37,000
Total transactions with owners 1,370,147 1,128,959 37,000 - 2,536,106
At 31 December 2025 9,358,860 3,950,098 89,473 (5,400,216) 7,998,215
The following describes the nature and purpose of each reserve within equity:
Share capital: Nominal value of shares issued
Share premium: Amount subscribed for share capital in excess of nominal value,
less share issue costs
Share based payment reserve: Cumulative fair value of warrants and options
granted
Retained losses: Cumulative net gains and losses, recognised in the statement
of comprehensive income
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Notes 31 December 31 December
2025 2024
£ £
Cash flows from operating activities
Profit/(Loss) before tax 179,889 (423,336)
Share-based payments 37,000 30,997
Consulting fees settled in shares 65,000 11,700
Loss/(Profit) on sale of investments 5,697 -
Gain on Financial Instruments at Fair Value through profit or loss (1,441,413) -
Foreign exchange (7,653) (997)
Interest income 3 (13,606) (7,611)
Other Income - (61,423)
Fair value (gain)/loss on contingent consideration 14 - (43,527)
Decrease/(increase) in trade and other receivables 11 84,423 (108,498)
(Increase)/decrease in other non-current assets 11 - (4,052)
Increase / (decrease) in trade and other payables 13 56,729 (27,583)
Net cash used in operating activities (1,033,934) (634,330)
Cash flows from investing activities
Payments for exploration and evaluation activities 9 (746,444) (767,063)
Payments for property, plant and equipment 10 - (2,875)
Proceeds from the sale of intangible assets 99,460 -
Interest received 3 13,606 7,611
Net cash used in investing activities (633,378) (762,327)
Cash flows from financing activities
Proceeds from the issue of shares 15 2,444,620 1,626,586
Payment of share issuance costs (10,514) (72,695)
Net cash generated from financing activities 2,434,106 1,553,891
Net increase/(decrease) in cash and cash equivalents 766,794 157,234
Cash and cash equivalents at beginning of year 795,708 638,475
Cash and cash equivalents at end of year 12 1,562,502 795,708
Major non- cash transactions
During the 2024 year the group acquired the remaining 25% of the Wudinna
Project through issuing a further 52,010,000 shares at 1p each to Peninsula
Resources Pty Ltd, and additional £25,000 in fees owing to suppliers were
settled via the issue of 2,500,000 Ordinary shares at 1p each.
The accompanying notes are an integral part of these financial statements.
PARENT COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Notes 31 December 31 December
2025 2024
£ £
Cash flows from operating activities
Loss before tax (624,786) (302,847)
Share based payments 37,000 30,977
Consulting fees settled in shares 65,000 11,700
Fair value loss/(gain) on contingent consideration 14 - (43,527)
VAT reclaimable from prior period - (61,423)
(Increase) in trade and other receivables 11 (1,434,424) (596,661)
Increase / (decrease) in trade and other payables 13 15,837 (99,568)
Net cash used in operating activities (1,941,374) (1,061,329)
Cash flows from investing activities
Loan to Subsidiary 11 - (115,000)
Net cash used in investing activities - (115,000)
Cash flows from financing activities
Nett proceeds from the issue of shares 2,444,620 1,626,586
Payment of share issue costs (10,514) (72,695)
Net cash generated from financing activities 2,434,106 1,553,891
Net increase/(decrease) in cash and cash equivalents 492,732 377,562
Cash and cash equivalents at beginning of year 690,633 313,071
Cash and cash equivalents at end of year 12 1,183,365 690,633
Major non-cash transactions
During the prior year the group acquired the remaining 25% of the Wudinna
Project through issuing a further 52,010,000 shares at 1p each to Peninsula
Resources Pty Ltd, and additional £25,000 in fees owing to suppliers were
settled via the issue of 2,500,000 Ordinary shares at 1p each.
The accompanying notes are an integral part of these financial statements
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
General information
The Company is a public company limited by shares which is incorporated in
England. The registered office of the Company is 9(th) Floor, 107 Cheapside,
London, EC2V 6DN, United Kingdom. The registered number of the Company is
11170056.
The principal activity of the Group is to objective is to explore, develop and
mine precious and base metal projects.
Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
Financial Statements are set out below ('Accounting Policies' or 'Policies').
These Policies have been consistently applied to all the periods presented,
unless otherwise stated.
Accounting policies
Basis of preparation of Financial Statements
These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006. The Group and Company Financial Statements have also been prepared
under the historical cost convention, except as modified for assets and
liabilities recognised at fair value on an asset acquisition.
The Financial Statements are presented in pounds sterling, which is the
functional currency of the Parent Company. The functional currency of Lady
Alice Mines Pty Ltd is Australian Dollars.
The preparation of the Financial Statements in conformity with IFRS requires
the use of certain critical accounting estimates. It also requires the Board
to exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Financial
Statements are disclosed in Note 1.
Changes in accounting policies
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 were applicable for the period
ended 31 December 2025 but 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 the future Group or Company Financial Statements.
ii) New standards, amendments and interpretations that are
not yet effective and have not been early adopted are as follows:
· IFRS S1: General Requirements for Disclosure of Sustainability-related
Financial Information (effective date TBC*);
· IFRS S2: Climate-related Disclosures (effective date TBC*);
· IFRS 18: Presentation and Disclosure in Financial Statements
(effective date 1 January 2027);
· Amendments to IFRS 9: Financial Instruments and IRFS 7 Financial
Instruments: Disclosures (effective date 1 January 2026); and
· Annual Improvements to IFRS standards - Volume 11 (effective date 1
January 2026).
*available for use but not yet endorsed in the UK.
None are expected to have a material effect on the Group or Company Financial
Statements.
Going concern
The Financial Statements have been prepared on a going concern basis. In
assessing whether the going concern assumption is appropriate, the Directors
have taken into account all relevant available information about the current
and future position of the Group and Company, including the current level of
resources and the required level of spending on exploration and evaluation
activities. As part of their assessment, the Directors have also taken into
account the ability to raise additional funding whilst maintaining sufficient
cash resources to meet all commitments. The Board regularly reviews market
conditions, the Group's cash balance in alignment with the Company's forward
commitments and shall where deemed necessary revise expenditure commitments,
defer director payments and terminate short term contracts as a means of cash
preservation. Post-period end, the Company raised a further £4,680,000 under
the Company's head room with £3,000,000 coming from Australian major
shareholders, directors and other subscribers.
The Group meets its working capital requirements from its cash and cash
equivalents. The Company is pre-revenue, and to date the Company has raised
finance for its activities through the issue of equity and debt.
The Group has £1,562,502 of cash and cash equivalents at 31 December 2025.
The Group's and Company's ability to meet operational objectives and general
overheads is reliant on the need to raise funds within the next 12 months to
achieve its 12-month operational objectives
The Directors are confident that further funds can be raised and it is
appropriate to prepare the financial statements on a going concern basis,
however there can be no certainty that any fundraise will complete. These
conditions indicate existence of a material uncertainty related to events or
conditions that may cast significant doubt about the Group's and Company's
ability to continue as a going concern, and, therefore, that it may be unable
to realise its assets and discharge its liabilities in the normal course of
business. These financial statements do not include the adjustments that
would be required if the Group and Company could not continue as a going
concern.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Parent Company and companies controlled by the Parent Company, the
Subsidiary Companies, drawn up to 31 December each year.
Control is recognised where the Company has the power to govern the financial
and operating policies of an investee entity so as to obtain benefits from its
activities, and is exposed to, or has rights to, variable returns from its
involvement in the subsidiary. The results of subsidiaries acquired or
disposed of during the year are included in the consolidated income statement
from the effective date of acquisition or up to the effective date of
disposal, where appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
The Group applies the acquisition method of accounting to account for business
combinations. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued
by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the
issuance of shares, in which case they are offset against the premium on those
shares within equity.
Any contingent consideration to be transferred by the Group is recognised at
fair value at the acquisition date. Subsequent changes to the fair value of
the contingent consideration that is deemed to be an asset or liability is
recognised either in profit or loss or as a change to other comprehensive
income. Contingent consideration that is classified as equity is not
re-measured, and its subsequent settlement is accounted for within equity.
Investments in subsidiaries are accounted for at cost less impairment.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, 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.
The Group's operations are located Australia with the head office located in
the United Kingdom. The main tangible assets of the Group, cash and cash
equivalents, are held in the United Kingdom and Australia. The Board ensures
that adequate amounts are transferred internally to allow all companies to
carry out their operational on a timely basis.
The Directors are of the opinion that the Group is engaged in a single
segment of business being the exploration of gold in Australia. The Group
currently has two geographical reportable segments - United Kingdom and
Australia.
Foreign currencies
For the purposes of the consolidated financial statements, the results and
financial position of each Group entity are expressed in pounds sterling,
which is the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing at the dates of the
transactions. At each reporting date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in the profit or loss for the
period.
For the purposes of preparing consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the reporting date. Income and expense items are
translated at the average exchange rates for the period. Gains and losses from
exchange differences so arising are shown through the Consolidated Statement
of Changes in Equity.
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: 33.33% per annum
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.
Impairment of tangible fixed assets
A review for indicators of impairment is carried out at each reporting date,
with the recoverable amount being estimated where such indicators exist. Where
the carrying value exceeds the recoverable amount, the asset is impaired
accordingly. Prior impairments are also reviewed for possible reversal at each
reporting date.
For the purposes of impairment testing, when it is not possible to estimate
the recoverable amount of an individual asset, an estimate is made of the
recoverable amount of the cash-generating unit to which the asset belongs. The
cash-generating unit is the smallest identifiable group of assets that
includes the asset and generates cash inflows that largely independent of the
cash inflows from other assets or groups of assets.
Exploration and evaluation assets
Exploration and evaluation assets, held as intangible fixed assets on the
statement of financial position comprises all costs which are directly
attributable to the exploration of a project area. The Group recognises
expenditure as exploration and evaluation assets when it determines that those
assets will be successful in finding specific mineral resources. Expenditure
capitalised as exploration and evaluation assets relates 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.
Treatment of options to acquire exploration assets and equity
The Group enters into different types of option arrangements, which are
accounted for based on the nature of the rights obtained and the substance of
the transaction, in accordance with IFRS 6 and relevant IFRS guidance.
Options to acquire exploration assets (including option agreements)
Where the Group acquires an option to earn an interest in an exploration
licence or mineral project, and the option conveys substantive exploration
rights that enable the Group to access the area and undertake exploration and
evaluation activities, option costs are capitalised as exploration and
evaluation assets. Subsequent exploration and evaluation expenditure incurred
under such option agreements is also capitalised, provided it is directly
attributable to exploration activities within the option area.
This treatment is considered appropriate under IFRS 6, as:
· the option cost represents consideration paid to obtain the right
to explore for mineral resources; and
· the subsequent expenditure relates directly to exploration and
evaluation activities aimed at identifying mineral resources.
IFRS 6 permits the capitalisation of expenditures incurred in obtaining the
right to explore and costs incurred in the exploration for and evaluation of
mineral resources prior to the demonstration of technical feasibility and
commercial viability. Capitalised option-related costs are assessed for
impairment in accordance with the Group's impairment policy for exploration
and evaluation assets.
Options to purchase equity interests
Where the Group acquires an option to purchase equity instruments in another
entity (for example, an option to acquire shares in a company holding
exploration assets), and the option does not itself convey direct exploration
rights or an interest in an exploration licence, the cost of the option and
further expenditures in the option period prior to exercise, are expenses as
incurredis expensed as incurred.
This is because:
· the option relates to a potential future investment in equity,
rather than the acquisition of a right to explore for mineral resources; and
· the expenditure does not meet the definition of an exploration and
evaluation asset under IFRS 6, as it is not directly attributable to
exploration or evaluation activities.
Accordingly, such costs are recognised in profit or loss and are not
capitalised as exploration and evaluation assets.
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.
Impairment of intangible assets
Intangible assets that have an indefinite useful life are not subject to
amortisation and are tested annually for impairment, or more frequently if
events or changes in circumstances indicate that they might be impaired. Other
assets are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss
is recognised in profit or loss 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 of disposal and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets
(cash-generating units). Early stage exploration projects are assessed for
impairment using the methods specified in IFRS 6.
Financial Assets
Loans and Receivables
(a) Classified as receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an instrument level.
The Group's and Company'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 through profit or loss (debt instruments);
• financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition through profit or
loss (equity instruments); and
• 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 measure 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 designated at fair value through OCI with no recycling of
cumulative gains and losses upon derecognition through profit or loss (equity
instruments)
· Upon initial recognition, the Group and the Company may make an
irrevocable election to present subsequent changes in the fair value of
certain equity instruments in other comprehensive income,provided that the
equity instruments are not held for trading. The election is made separately
for each relevant equity instrument and applies only to equity instruments
within the scope of IFRS 9.
· Financial assets in this category are initially recognised at fair
value plus transaction costs and are subsequently measured at fair value at
each reporting date. Fair value gains and losses are recognised in other
comprehensive income and are not reclassified to profit or loss upon
derecognition. Instead,cumulative gains or losses are transferred directly to
retained earnings.
· Dividends from such equity investments are recognised in profit or
loss when the Group's or the Company's right to receive payment is
established, provided the dividends represent a return on investment and not a
recovery of part of the cost of the investment. Impairment losses and
reversals of impairment are not recognised separately for equity instruments
measured at fair value through OCI.
Financial assets at fair value through profit or loss
· Financial assets are classified at fair value through profit or
loss ("FVTPL") if they do not meet the criteria for classification at
amortised cost or at fair value through OCI, or if they are held for trading.
Financial assets may also be designated at FVTPL upon initial recognition if
doing so eliminates or significantly reduces an accounting mismatch.
· Financial assets at FVTPL are initially recognised at fair value,
with transaction costs recognised immediately in profit or loss. Subsequently,
these financial assets are measured at fair value at each reporting date, with
all gains or losses arising from changes in fair value recognised in profit or
loss. This includes interest income, dividend income, and fair value
movements.
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 and
Company's financial assets at amortised cost include trade and other
receivables (not subject to provisional pricing) and cash and cash
equivalents.
Derecognition
A financial asset is primarily derecognised when:
• the rights to receive cash flows from the asset have expired; or
• the Group and Company have transferred their 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 have transferred
substantially all the risks and rewards of the asset, or (b) the Group and
Company have 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 and Company recognise an allowance for expected credit losses
("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 and
Company expect 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.
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.
Subsequent measurement
After initial recognition, 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.
Financial liabilities at fair value through profit or loss include contingent
liability. Gains or losses are recognised in the consolidated income
statement.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short-term
investments to be cash and cash equivalents.
Share capital
The Company's Ordinary shares of nominal value £0.01 each ("Ordinary Shares")
are recorded at such nominal value and proceeds received in excess of the
nominal value of Ordinary Shares issued, if any, are accounted for as share
premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Ordinary Shares are accounted for as a
deduction from share premium, otherwise they are charged to the income
statement.
Current and deferred income tax
Tax represents income tax and deferred tax. Income tax is based on profit or
loss for the year. Taxable profit or loss differs from the loss for the year
as reported in the Consolidated Statement of Comprehensive Income because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items of income or expense that are never
taxable or deductible. The liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the Statement of
Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the Historical
Financial Information and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the intention is to settle current tax assets and liabilities on
a net basis.
Share based payments
The fair value of services received in exchange for the grant of share
warrants and options is recognised as an expense in share premium or profit or
loss, in accordance with the nature of the service provided. A corresponding
increase is recognised in equity.
The total expense to be apportioned over the vesting period of the benefit is
determined by reference to the fair value (excluding the effect of non
market-based vesting conditions) at the date of grant. Fair value is measured
by the use of the Black-Scholes model. The expected life used in the model has
been adjusted, based on management's best estimate, for the effects of the
non- transferability, exercise restrictions and behavioural considerations. A
cancellation of a share award by the Group is treated consistently, resulting
in an acceleration of the remaining charge within the consolidated income
statement in the year of cancellation.
Judgements and key sources of estimation uncertainty
The preparation of the Financial Statements in conformity with IFRS requires
the directors to make judgements, estimates and assumptions that affect the
amounts reported. These estimates and judgements are continually reviewed and
are based on experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
Recoverability of exploration and evaluation assets
Exploration and evaluation costs have a carrying value at 31 December 2025 of
£2,329,659(2024: £4,259,271). Such assets have an indefinite useful life as
the Group has a right to renew exploration licences and the asset is only
amortised once extraction of the resource commences. Management tests for
impairment annually whether exploration projects have future economic value in
accordance with the accounting policy stated in Note 2. Each exploration
project is subject to an annual review to determine if the exploration results
during the period warrant further exploration expenditure and have the
potential to result in an economic discovery. This review takes into
consideration long term prices, anticipated resource volumes and supply and
demand outlook. In the event that a project does not represent an economic
exploration target and results indicate there is no additional upside, a
decision will be made to discontinue exploration; an impairment charge will
then be recognised in the statement of comprehensive income.
On the 30 June 2025 Cobra entered into a binding agreement to sell the Wudinna
Gold rights to Barton Gold Holdings Limited while retaining exposure to future
upside through equity, milestone payments, production-linked cash payments,
and retained mineral rights. The transaction converts a non-core gold asset
into funding capacity and optionality, while allowing Cobra to continue
focusing on rare earths.
The guaranteed fixed consideration payable under the transaction comprises up
to $5.5 million(£2,735,150), consisting of $500,000(£248,650) in cash and
$5.0 million(£2,486,500) in Barton Gold Holdings Limited shares. The cash
component includes a $50,000(£24,865) non‑refundable deposit and
$150,000(£74,595) post transfer of tenements both have been received, with
the balance payable through to final settlement. The equity consideration will
be issued progressively upon the grant of the relevant tenements and at final
settlement, with the number of shares calculated using Barton's
volume‑weighted average share price (VWAP) prior to each issue. The Barton
shares issued under the transaction will be subject to escrow restrictions,
with 40% escrowed for 12 months and the remaining 60% escrowed for 24 months
from their respective issue dates.
Tranche 1 (received): A$50,000(£24,865) non-refundable deposit +
A$150,000(£74,595) on Completion/transfer + A$800,000(£397,840)( in Barton
Gold shares issued on Completion.
Tranche 2 (receivable): A$300,000(£149,190) cash + A$4.2 million(£2,088,660)
iBarton Gold shares payable at Final Settlement
As a result of the exploration results received to date, budget for further
exploration works and licences being in good standing, Management do not
consider that the exploration and evaluation assets are impaired as at 31
December 2025 and 2024. .
Share-based payments valuations
Accounting estimates and assumptions are made concerning the future and, by
their nature, may not accurately reflect the related actual outcome. Share
options and warrants are measured at fair value at the date of grant. The fair
value is calculated using the Black Scholes method for both options and
warrants as the management views the Black Scholes method as providing the
most reliable measure of valuation.
Contingent Consideration
Contingent consideration, resulting from business combinations, is valued at
fair value at the acquisition date as part of the business combination. The
determination of fair value is based on key assumptions involving estimation
of the probability of meeting each performance target and the timing thereof
which are judgement based decisions made by Management. As part of the
acquisition of Lady Alice Mines Pty Ltd, contingent consideration with an
estimated fair value of £296,536 was recognised at the acquisition date. See
note 23 for further details. The Group is required to remeasure the contingent
liability at fair value at each reporting date with changes in fair value
recognised through profit or loss in accordance with IFRS 9.
Refer to note 14 for commentary on judgements made in relation to the 2025
balance.
Recoverable value of investment in subsidiary and intercompany debtors
As at 31 December 2025, the Company recognised an investment in subsidiary of
£562,260 (2024: £562,260), and loans to the subsidiary of £6,400,144 (2024:
£4,874,714). Significant judgement is applied in assessing the recoverability
of these balances.
The investment in subsidiary is assessed for impairment in accordance with IAS
36. The key judgement relates to whether indicators of impairment exist, which
depends primarily on the likelihood of successfully realising value from the
subsidiary's exploration and evaluation assets.
The loans to the subsidiary are financial assets within the scope of IFRS 9,
and management is required to assess expected credit losses. This assessment
involves determining whether the loans are credit‑impaired or whether there
has been a significant increase in credit risk. Due to the exploration‑stage
nature of the subsidiary's activities, the amount and timing of future cash
flows cannot be reliably estimated at this stage. Management therefore places
reliance on the impairment assessment of the underlying exploration assets,
the results of exploration activities to date, the planned programme of work,
and the licences being in good standing.
Based on these factors, management has concluded that there are no indicators
of impairment of the investment and that the loans are not credit‑impaired.
Accordingly, no impairment charge or expected credit loss provision has been
recognised. The directors expect both the investment and the loans to be
recovered in full.
This judgement is subject to significant uncertainty. Changes in exploration
outcomes, future funding requirements, commodity prices, or licence status
could result in a material reassessment of recoverability in future periods.
2. INCOME & EXPENSES BY NATURE
31 December 31 December
2025 2024
£ £
VAT receivable - 61,422
Option fee received - 29,845
Other Income - 91,267
390,073 113,489
Administrative expense
Corporate expense and Finance 392,357 258,837
Wages & Salaries expense 346,408 192,972
Total Expenses 1,128,838 565,298
Auditor's remuneration
31 December 31 December
2025 2024
£ £
Fees payable to the Group's auditor for the audit of the Group's annual 41,500 37,500
accounts
41,500 37,500
3. FINANCE INCOME
31 December 31 December
2025 2024
£ £
Interest income 13,606 7,611
Finance costs (92) (442)
Net finance income 13,514 7,169
4. SEGMENT INFORMATION
The Group's prime business segment is mineral exploration.
The Group operates within two geographical segments, the United Kingdom and
Australia. The UK sector consists of the parent company which provides
administrative and management services to the subsidiary undertaking based in
Australia.
The following tables present expenditure and certain asset information
regarding the Group's geographical segments for the years ended 31 December
2025 and 2024:
Operational Results 31 December 31 December
2025 2024
£ £
Profit/(Loss) after taxation
- United Kingdom 624,786 (302,847)
- Australia (804,980) (120,489)
Total 179,889 (423,336)
2025 Australia United Kingdom Total
£ £ £
Non-current assets 5,623,478 280,613 5,904,091
Current assets 970,751 1,474,329 2,445,079
Total liabilities (134,309) (202,703) (337,012)
2024 Australia United Kingdom Total
£ £ £
Non-current assets 4,042,087 315,702 4,357,789
Current assets 1,739 938,715 940,454
Total liabilities (103,932) (186,867) (290,799)
5. DIRECTORS' EMOLUMENTS
There were no employees during the period apart from the directors, who are
the key management personnel. No directors had benefits accruing under money
purchase pension schemes.
Year ended 31 December 2025 Salaries Fees Other Share Based payment charge Total
£ £ £ £ £
G Hancock* - 34,000 - 8,929 42,929
R Verco 150,000 - 80,000** 11,000 241,000
D Maling - 24,000 - 8,142 32,142
D Clarke - 50,000 - 8,929 58,929
150,000 108,000 80,000 37,000 375,000
*Mr Hancock resigned as a director of the Company post reporting date on 13
April 2026
**Relates to historical KPI bonuses in line with Managing Director contract,
approved in 2025.
· During the year £34,000 (2024: £33,650) was paid to Hancock Corporate
Investments Pty Ltd, a company in which Greg Hancock is a Director, in respect
of Directors fees and consultancy services.
· During the year £24,000 (2024: £24,000) was paid to Dan Maling, in
respect of Directors fees.
· During the year £50,000 (2024: £50,000) was paid to The Springton
Trust & Queens Road Mines, in which David Clarke is a Trustee, in respect
of Directors fees and consultancy services.
Rupert Verco was the highest paid Director for the year who received
remuneration of £230,000.
Year ended 31 December 2024 Salaries Fees Other Share Based payment charge Total
£ £ £ £ £
G Hancock - 33,650 - 8,143 41,793
R Verco 148,675 - - 6,000 154,675
D Maling - 24,000 - 8,714 32,714
D Clarke - 50,000 - 8,143 58,143
148,675 107,650 - 31,000 287,325
· During the year £33,650 (2023: £31,166) was paid to Hancock Corporate
Investments Pty Ltd, a company in which Greg Hancock is a Director, in respect
of Directors fees and consultancy services.
· During the year £24,000 (2023: £24,000) was paid to Dan Maling, in
respect of Directors fees.
· During the year £50,000 (2023: £24,000) was paid to The Springton
Trust & Queens Road Mines, in which David Clarke is a Trustee, in respect
of Directors fees and consultancy services.
Rupert Verco was the highest paid Director for the year who received
remuneration of £148,675.
6. INCOME TAXES
a) Analysis of tax in the period
31 December 31 December
2025 2024
£ £
Current tax - -
Deferred taxation - -
- -
b) Factors affecting tax charge or credit for the period
The tax assessed on the loss on ordinary activities for the period differs
from the standard rate of corporation tax in the UK of 25% (2024: 19%) and
Australia of 25% (2024: 25%). The differences are explained below:
31 December 31 December
2025 2024
£ £
Profit/(Loss) on ordinary activities before tax 179,889 (423,336)
Loss multiplied by weighted average applicable rate of tax 44,972 (93,134)
Tax effects of:
Tax on non-assessable Income (360,353) -
Expenses not deductible for tax 50,827 2,756
Losses carried forward not recognised as deferred tax assets 264,554 90,378
- -
The applicable tax rate of 25% (2024: 22%) used is a combination of the
standard rate of corporation tax rate for entities in the United Kingdom of
19% (2024: 19%), and 25% (2024: 25%) in Australia.
No deferred tax asset has been recognised due to uncertainty over future
profits. Tax losses in the United Kingdom of approximately £2,148,182 (2024:
£1,722,000) have been carried forward.
7. EARNINGS PER SHARE
Basic and diluted profit/(loss) per share is calculated by dividing the
profit/(loss) attributed to ordinary shareholders of £179,889 (2024:
£423,336 loss) by the weighted average number of shares of 872,871,696 (2024:
641,629,072) in issue during the year.
Number of shares 31 December 2025 31 December 2024
Weighted average number of ordinary shares for the purpose of basic earnings 872,871,696 641,629,072
per share
Number of dilutive shares under option 176,024,834 177,851,716
Weighted average number of ordinary shares for the purpose of diluted earnings 1,048,896,530 819,480,788
per share
8. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
2025 Investments Total
Company £ £
At 1 January 2025 562,260 562,260
At 31 December 2025 562,260 562,260
2024 Investments Total
Company £ £
At 1 January 2024 562,260 562,260
At 31 December 2024 562,260 562,260
Investments in Group undertakings are stated at cost less impairment. In 2019
the Company acquired 100% of the issued share capital of Lady Alice Mines Pty
Ltd and in turn, 100% of the units in the Lady Alice Trust which is wholly
owned by Lady Alice Mines Pty Ltd.
At 31 December 2025 the Company held the following interests in subsidiary
undertakings, which are included in the consolidated financial statements and
are unlisted.
Name of company Registered office address Proportion held Business
Lady Alice Mines Pty Ltd Level 2, 40 Kings Park Road, West Perth, WA, Australia 100% Mining
Lady Alice Mines Unit Trust(1) Level 2, 40 Kings Park Road, West Perth, WA, Australia 100% Mining
LAM Wudinna Pty Ltd Level 2, 40 Kings Park Road, West Perth, WA, Australia 100% Mining
Wudinna No 2 Pty Ltd BASE 64, 64 North Terrace 100% Mining
Kent Town, SA, 5067 Australia
Manna Hill Mining Pty Ltd BASE 64, 64 North Terrace 100% Mining
Kent Town, SA, 5067 Australia
( )
(1)Lady Alice Mines Pty Ltd is the Trustee company of the Lady Alice Mines
Unit Trust.
9. INTANGIBLE FIXED ASSETS
Intangible assets comprise exploration and evaluation project costs
capitalised as at 31 December 2025.
Total
Group £
At 1 January 2025 4,318,175
Additions 718,471
Disposal (2,732,322)
Foreign exchange movement 25,335
At 31 December 2025
2,329,659
Total
Company £
At 1 January 2025 -
Additions -
Reclassification -
At 31 December 2025 -
The disposal during the year relates to the sale of the Wudinna Gold Project
to Barton Gold Holdings Limited pursuant to a Sale and Acquisition Agreement
entered into during the year.
The disposed balance represents the carrying value of capitalised exploration
and evaluation expenditure attributable to gold exploration activities within
the Wudinna project area. Following completion of the transaction, the Group
has retained its interest in the rare earth element (REE) potential of the
broader Wudinna project area, and accordingly the related REE exploration and
evaluation costs continue to be capitalised within intangible assets.
Consideration
Under the terms of the Sale and Acquisition Agreement, the total consideration
is contingent and payable in tranches, with aggregate future payments of up to
A$5.5 million(£2,735,150), comprising:
· Cash consideration of up to A$0.5 million(£248,650), payable in two
tranches; and
· Equity consideration of up to A$5.0 million(£2,486,500), satisfied by
the issue of ordinary shares in Barton Gold Holdings Limited, payable in two
tranches.
The consideration structure includes future payments and equity instruments
and therefore includes elements that are contingent on future events.
Recognition and measurement of any receivable or financial asset arising from
the transaction has been assessed separately in accordance with the Group's
accounting policies.
Management Judgement - Allocation of Costs on Disposal
The disposal required management to exercise significant judgement in
determining the portion of the total Wudinna exploration and evaluation asset
to be derecognised.
Historically, exploration activities at Wudinna encompassed both gold and REE
exploration programmes, with expenditure capitalised at a project level. As
the sale related solely to the gold mineral rights, management was required to
allocate the carrying value of the intangible asset between gold and REE
components.
The allocation was determined based on a detailed review of historical
exploration budgets and expenditure records, which separately identified
expenditure incurred on gold exploration activities versus REE exploration
activities. These budgets were considered to provide the most reliable basis
for attributing costs to the respective commodities, reflecting the nature and
intent of the underlying exploration programmes at the time the expenditure
was incurred.
Based on this analysis, management determined that £2,732,322 of the carrying
value of the Wudinna exploration and evaluation asset was attributable to gold
exploration and was therefore derecognised on disposal. The remaining balance
continues to be recognised as an intangible asset relating to REE exploration.
Management believes that the allocation methodology adopted represents a
reasonable and supportable estimate of the relative carrying values of the
gold and REE components and is consistent with the underlying economic
substance of the transaction.
Following their assessment, the Directors concluded that no impairment charge
was necessary for the year ended 31 December 2025 and 2024.
10. PROPERTY, PLANT AND EQUIPMENT
Office Equipment Total
2025 - Group
Cost £ £
At 31 December 2024 7,506 7,506
Additions during the year 18 18
At 31 December 2025 7,524 7,524
Depreciation
At 31 December 2024 (2,980) (2,980)
Charge for the year - -
At 31 December 2025 (2,980) (2,980)
Net book value
At 31 December 2025 4,544 4,544
Office Equipment Total
2025 - Company
Cost £ £
At 31 December 2024 4,408 4,408
Additions during the year - -
At 31 December 2025 4,408 4,408
Depreciation
At 31 December 2024 (2,980) (2,980)
Charge for the year - -
At 31 December 2025 (2,980) (2,980)
Net book value
At 31 December 2025 1,428 1,428
11. TRADE AND OTHER RECEIVABLES
Group Group Company
31 Dec 2025 31 Dec 2024 31 Dec 2025 Company
31 Dec 2024
Current £ £ £ £
Prepayments - 27,886 27,886
Intercompany debtors - - 6,400,144 4,874,714
Other debtors 60,323 116,860 53,721 116,840
Consideration receivable* 149,000 - - -
209,323 144,746 6,453,865 5,019,440
* Relates to cash component of tranche 2 of the Barton Gold transaction
The intercompany debt is interest free and repayable on demand.
The fair value of trade and other receivables approximates to their book
value. Other classes of financial assets included within trade and other
receivables do not contain impaired assets.
The carrying amounts of the Group and Company's trade and other receivables
are denominated in the following currencies:
Group Group Company 31 Dec 2025 Company 31 Dec 2024
31 Dec 2025 31 Dec 2024
£ £ £ £
UK pounds 53,721 144,726 6,453,865 5,019,440
Australian dollars 155,602 - - -
209,323 144,726 6,453,865 5,019,440
Group Group Company
31 Dec 2025 31 Dec 2024 31 Dec 2025 Company
31 Dec 2024
Non-Current £ £ £ £
Other non-current assets 35,308 35,088 - -
35,308 35,088 - -
Other non-current assets are environmental bonds on the Group's exploration
licences and are all denominated in Australian Dollars.
The fair value of trade and other receivables approximates to their book
value. Other classes of financial assets included within trade and other
receivables do not contain impaired assets.
12. CASH AND CASH EQUIVALENTS
Group Group Company 31 Dec 2025 Company 31 Dec 2024
31 Dec 2025 31 Dec 2024
£ £ £ £
Cash at bank and in hand 1,562,502 795,708 1,183,365 690,633
1,562,502 795,708 1,183,365 690,633
The fair value of cash at bank is the same as its carrying value.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
Group Group Company 31 Dec 2025 Company 31 Dec 2024
31 Dec 2025 31 Dec 2024
£ £ £ £
UK pounds 1,183,365 690,633 1,183,365 690,633
Australian dollars 379,137 105,075 - -
1,562,502 795,708 1,183,365 690,633
13. TRADE AND OTHER PAYABLES
Group Group Company 31 Dec 2025 Company 31 Dec 2024
31 Dec 2025 31 Dec 2024
Current £ £ £ £
Trade creditors 110,954 61,622 34,958 490
Accruals 41,500 102,601 41,500 43,500
Other payables 64,860 6,878 6,547 23,178
217,314 171,101 83,005 67,168
The fair value of trade and other payables approximates to their book value.
The carrying amounts of the Group and Company's trade and other payables are
denominated in the following currencies:
Group Group Company 31 Dec 2025 Company 31 Dec 2024
31 Dec 2025 31 Dec 2024
£ £ £ £
UK pounds 158,453 164,222 77,004 67,168
Australian dollars 58,861 6,879 - -
217,314 171,101 77,004 67,168
14. CONTINGENT CONSIDERATION
2025 Total
Group and Company £
Amounts payable under business combination as at 1 January 2025 119,698
Remeasurement due to disposal -
At 31 December 2025 119,698
Categorised as:
Current liabilities 119,698
Non-current liabilities -
Refer to note 23 for further detail.
2024 Total
Group and Company £
Amounts payable under business combination as at 1 January 2024 163,225
Remeasurement of contingent consideration (43,527)
At 31 December 2024 119,698
Categorised as:
Current liabilities 119,698
Non-current liabilities -
During the year 2025, there has been no movement in the Contingent
Consideration. In the Board's judgement, the carrying value of the contingent
consideration remains appropriate based on information available as at the
reporting date. Although a transaction was in progress at 31 December 2025, it
was not sufficiently advanced at that date to remove the uncertainty regarding
ultimate completion or to substantively change the probability‑weighted
assumptions applied in the fair value measurement.
Accordingly, the Board concluded that maintaining the existing fair value does
not materially overstate the Group's financial position and continues to
reflect a conservative assessment of the expected outcome, consistent with
IFRS 13 fair value measurement principles and the conditions existing at the
balance sheet date. On this basis, the Board determined that recognising an
adjustment at year end would not provide a more faithful representation and
would introduce additional volatility that is not supported by
reporting‑date facts or circumstances.
The Contingent Consideration as at 31 December 2025 of £119,698 (2024 :
£119,698), reflects the fair value amount still outstanding. Fair value
measurement was based on a quoted price in an active market (Level 1).
15. SHARE CAPITAL
Dec 2025 Dec 2024
Number Share Capital Share Premium Number Share Capital Share Premium
of shares £ £ of shares £ £
Issued, called up and fully paid
Ordinary shares of £0.01
As at the start of the year 799,871,460 7,998,714 2,821,139 592,379,550 5,923,794 2,785,366
Issued in the year 72,340,265 723,403 108,510 152,981,910 1,529,819 108,468
Exercise of warrants 58,022,173 580,222 1,022,485 - - -
Wudinna Project - - - 52,010,000 520,100 -
Issued for Fees 5,652,174 56,522 8,478 2,500,000 25,000 -
Share Issue costs (10,514) - - (72,695)
Total 935,886,072 9,358,860 3,950,098 799,871,460 7,998,713 2,821,139
2025
On 24 March 2025, 72,340,265 Ordinary shares were issued pursuant to a private
placement at 1.15 pence each.
On 24 March 2025, 5,652,174 Ordinary shares were issued in settlement of
consultancy fees at 1.15 pence each.
During 2025 a total of 58,022,173 Ordinary shares were issued pursuant to the
exercise of warrants at prices of 2.0 pence, 2.3 pence and 3.0 pence.
2024
On January 2024, 22,000,000 Ordinary shares were issued pursuant to a private
placement at 1.0 pence each.
On 16 January 2024, 52,010,000 Ordinary shares were issued at 1.0 pence each
as consideration for the remaining 25% interest in the Wudinna REE Project.
On 2 May 2024, 57,500,000 Ordinary shares were issued pursuant to a private
placement at 1.0 pence each.
On 2 May 2024 2,500,000 Ordinary shares were issued at 1.0 pence each to third
party suppliers for settlement of fees in lieu of cash
On 2 December 2024 73,311,910 Ordinary shares were issued pursuant to a
private placement at 1.15 pence each.
Each Ordinary share is entitled to one vote in any circumstances. Each
Ordinary share is entitled pari passu to dividend payments or any other
distribution and to participate in a distribution arising from a winding up of
the Company.
As at 31 December 2025 the Company had 159,585,260 warrants outstanding and
exercisable (2024: 163,399,289).
16. FINANCIAL ASSETS - Equity instruments
Investments in equity instruments are initially recognised at fair value. For
certain equity investments, the Group has made an irrevocable election at
initial recognition to present subsequent changes in fair value in other
comprehensive income (FVOCI).
Amounts recognised in OCI are not subsequently reclassified to profit or loss.
· Tranche 1 = FVOCI election taken at initial recognition
· Tranche 2 = measured at FVTPL until issued
Barton Gold equity consideration
During the year, the Group completed the disposal of its Wudinna Gold rights
to Barton Gold Holdings Limited ("Barton"). Part of the consideration received
comprises equity instruments in Barton. The equity consideration is structured
in separate tranches, each with different accounting treatments under IFRS 9.
Classification and measurement
Tranche 1- Equity instruments designated at fair value through other
comprehensive income (FVOCI)
On completion of the Grant of New Tenements, the Group received Barton Gold
ordinary shares with a fair value of A$800,000, determined using Barton's
30‑day volume weighted average price ("VWAP") at the date of issue.
At initial recognition, the Group made an irrevocable election to designate
these shares as equity instruments measured at fair value through other
comprehensive income (FVOCI), in accordance with IFRS 9.
Subsequent changes in fair value of these equity instruments are recognised in
other comprehensive income and accumulated in the equity revaluation reserve.
Amounts recognised in OCI are not subsequently reclassified to profit or loss.
Any dividends received are recognised in profit or loss when the right to
receive payment is established.
The Barton shares issued to the Group are subject to escrow restrictions, with
40% escrowed for 12 months and the remaining 60% escrowed for 24 months from
the date of issue. These restrictions are entity‑specific and do not affect
the determination of fair value under IFRS 13.
At 31 December 2025, the fair value of the FVOCI equity investment was
£673,254, resulting in a fair value gain of £275,413 recognised in other
comprehensive income during the year (2024: £nil).
Tranche 2 - Financial assets measured at fair value through profit or loss
(FVTPL)
In addition to the shares received on Grant of New Tenements, the Group is
contractually entitled to receive further Barton Gold ordinary shares at Final
Settlement. As at 31 December 2025, these shares had not yet been issued.
The Group has classified this component of the equity consideration as a
financial asset measured at fair value through profit or loss (FVTPL), as it
does not meet the criteria for classification as an equity instrument at
initial recognition.
The fair value of this financial asset is determined by reference to Barton
Gold's quoted share price at the reporting date, multiplied by the fixed
number of shares contractually receivable.
Subsequent changes in fair value are recognised in profit or loss.
At 31 December 2025, the fair value of the FVTPL financial asset was
£3,534,580 (2024: £nil). A fair value gain of £1,441,413 was recognised in
profit or loss during the year (2024: £nil).
17. SHARE BASED PAYMENTS
2025
Warrants
Warrants Number Weighted average exercise price
Warrants at 31 December 2024 163,399,289 £0.020
Granted during year 62,291,478 £0.022
Exercised during year (58,022,173) £0.028
Lapsed during year (8,083,334) £0.030
159,585,260 £0.021
Warrants at 31 December 2025
Exercisable at year end 159,585,260 £0.021
At 31 December 2025 the weighted average remaining contractual life of the
warrants outstanding was 1.00 years.
2024
Warrants
Warrants Number Weighted average exercise price
Warrants at 31 December 2023 126,743,334 £0.020
Granted during year 36,655,955 £0.020
Exercised during year - -
Lapsed during year - -
163,399,289 £0.020
Warrants at 31 December 2024
Exercisable at year end 163,399,289 £0.020
At 31 December 2024 the weighted average remaining contractual life of the
warrants outstanding was 1.56 years.
2025
Options
Options Number Weighted average exercise price
Options at 31 December 2024 18,000,000 £0.033
Issued during the period - -
Lapsed during the year - -
Options at 31 December 2025 18,000,000 £0.033
Exercisable at year end 18,000,000 £0.033
At 31 December 2025 the weighted average remaining contractual life of the
options outstanding was 0.62 years.
The fair value of options is valued using the Black-Scholes pricing model. An
expense of £37,000 (2024: £30,997) has been recognised in the year in
respect of share options granted.
2024
Options
Options Number Weighted average exercise price
Options at 31 December 2023 18,000,000 £0.033
Issued during the period - -
Lapsed during the year - -
Options at 31 December 2024 18,000,000 £0.033
Exercisable at year end - -
At 31 December 2024 the weighted average remaining contractual life of the
options outstanding was 0.79 years.
The following table lists the inputs to the model:
Options Options Warrants Warrants
Date of grant 14 July 2020 14 January 2022 16 February 2022 26 October 2022
Expected volatility 94.59% 107.33% 104.98% 96.35%
Expected life 5 5 3 3
Risk-free interest rate 0.10% 0.25% 1.29% 3.36%
Expected dividend yield 0.00% 0.00% 0.00% 0.00%
Fair value per option/warrant
£0.008 £0.009 £0.013 £0.009
18. FINANCIAL INSTRUMENTS
Group Group Company Company
31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024
£ £ £ £
Financial assets at amortised cost
Trade and other receivables excluding prepayments 20 20 4,874,714 4,874,714
Financial asset (non-current)- Equity instruments (FVTPL )* 3,534,580 - - -
Financial asset (current) - Equity instruments (FVOCI)* 673,254 - - -
Cash and cash equivalents 1,562,502 795,708 690,633 690,633
5,770,356 795,728 5,565,347 5,565,347
Financial liabilities
Trade and other payables (at amortised cost) (217,314) (68,697) (83,005) (490)
Deferred consideration (at FVPL) (119,698) (119,698) (119,698) (119,698)
(337,012) (188,395) (202,703) (120,188)
*Refer to note 16 for additional details.
19. RELATED PARTY TRANSACTIONS
Group
Transactions between the Company and its subsidiary, which are related
parties, have been eliminated on consolidation and are disclosed in this part
of the note.
Key management compensation
Save as disclosed below there were no related party transactions during the
year other than remuneration to Directors disclosed in note 5.
During the year, the Group paid £230,000 to Rupert Verco, Chief Executive
Officer/Managing Director of the Company.
Company
Management charges payable by the subsidiary were £97,930 (2024: £62,741),
and are included in the balance of the receivables due from Lady Alice Mines
Pty Ltd.
As at 31 December 2025 included in the other receivables is £6,156,004 (2024:
£4,730,004) due from Lady Alice Mines Pty Ltd, a subsidiary company. A loan
of £242,640 is interest free and is repayable on demand.
20. FINANCIAL RISK MANAGEMENT
20.1 Financial risk factors
The Group's activities expose it to a variety of financial risks: market 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.
Risk management is carried out by executive management.
a) Market risk
The Group is exposed to market risk, primarily relating to foreign exchange
and commodity prices. The Group does not hedge against market risks as the
exposure is not deemed sufficient to enter into forward contracts. The Company
has not sensitised the figures for fluctuations in foreign exchange or
commodity prices as the Directors are of the opinion that these fluctuations
would not have a significant impact on the Financial Statements at the present
time. The Directors will continue to assess the effect of movements in market
risks on the Group's financial operations and initiate suitable risk
management measures where necessary.
b) Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. To manage this risk, the Group periodically assesses the
financial reliability of customers and counterparties.
The amount of exposure to any individual counter party is subject to a limit,
which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk. The Company will only keep its
holdings of cash with institutions which have a minimum credit rating of 'A'.
c) Liquidity risk
The Company's continued future operations depend on the ability to raise
sufficient working capital through the issue of equity share capital or debt.
The Directors are reasonably confident that adequate funding will be
forthcoming with which to finance operations. Controls over expenditure are
carefully managed.
The following table summarizes the Group's significant remaining contractual
maturities for financial liabilities at 31 December 2025 and 2024.
Contractual maturity analysis as at 31 December 2025 and 2024
2025 2024
Less than 12 Less than 12
Months 1 - 5 Months 1 - 5
£ Year Total £ Year Total
£ £ £ £
Accounts payable 110,954 - 110,954 61,132 - 61,132
Accrued liabilities 41,500 - 41,500 102,601 - 102,601
Other payables 64,860 - 64,860 7,368 - 7,368
217,314 - 217,314 171,101 - 171,101
20.2 Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, in order to enable the Group to
continue to explore, develop and mine precious and base metal projects. In
order to maintain or adjust the capital structure, the Group may adjust the
issue of shares or sell assets to reduce debts.
The Group defines capital based on the total equity and reserves of the Group.
The Group monitors its level of cash resources available against future
planned operational activities and may issue new shares in order to raise
further funds from time to time.
21. CAPITAL COMMITMENTS & CONTINGENT LIABILITIES
As at 31 December 2025 the Group had £583,783 (2024: £135,000) of minimum
licence expenditure commitments required in order to maintain its exploration
licences in good standing, but is not committed capital expenditure at year
end.
There were no changes to contingent liabilities as at 31 December 2025.
22. POST YEAR END EVENTS
On 14 January 2026, the Company announced the establishment of an employee
benefit trust to support a proposed performance rights framework, including a
proposal to issue 35,000,000 performance rights over five years (subject to
final documentation). The financial effect cannot be reliably estimated as it
depends on final terms and vesting outcomes.
On 24 March 2026, the Company announced a proposed placing and subscription at
4.0 pence per share to raise up to £4.5 million, together with warrants (one
warrant for every two fundraise shares) exercisable at 6.0 pence per share up
to the second anniversary of Admission, and the appointment of Hannam &
Partners as joint broker.
On 25 March 2026, the Company announced completion of the fundraise,
comprising a placing of 41,924,995 new ordinary shares (gross proceeds £1.68
million) and a subscription of 75,075,000 new ordinary shares (gross proceeds
approximately £3.0 million), all at 4.0 pence per share; the Company
described the fundraise as £4.5 million (net). Admission of the new shares
was anticipated on 1 April 2026.
On the 13 April 2026, announced the appointment of Andrew Michelmore AO to the
board of directors of the Company ("Board") as Non-Executive Chairman. Mr
Michelmore replaces Greg Hancock who has stepped down from the Board after
providing valuable insight and guidance to the Company over the last 8 years.
23. BUSINESS COMBINATION
Lady Alice Mines Pty Ltd
On 7 March 2019, the Company acquired 100% of the share capital of Lady Alice
Mines Pty Ltd ('LAM') and its wholly owned subsidiary The Lady Alice Trust
(the 'Trust'), for total consideration of £432,260 which is to be satisfied
via a mix of cash and share consideration which is shown below. In addition,
the Company agreed to settle existing liabilities due to unitholders of the
Trust of up to A$250,000. The share based payment consideration was settled on
16 January 2020 upon the successful re-admission to the London's Stock
Exchange Main Market. 10,815,297 shares were issued at a close price of 1.25p.
The Trust has an entitlement to earn a 75% equity interest in tenements near
Wudinna in South Australia for gold exploration (the 'Wudinna Agreement'), and
is also the sole owner of the right, title and interest in the Prince Alfred
Licence, a formerly producing copper mine.
The principal terms of the Wudinna Agreement are as follows:
· Stage 1: the Trust will fund A$2.1 million within three years to earn
a 50% equity position
· Stage 2: at the completion of Stage 1, a joint venture vehicle can be
formed, or alternatively the Trust can spend a further A$1.65 million over an
additional two years to earn a 65% equity interest
· Stage 3: at the completion of Stage 2, a joint venture vehicle can be
formed, or alternatively the Trust can spend a further A$1.25 million within
one year to earn a 75% equity interest
The contingent consideration is due to the unitholders on satisfying the
following project milestones:
· First Option - 14% of the total issued share capital on completion of
Stage 1
· Second Option - 21% of the total issued share capital on completion of
Stage 2
· Third Option - 30,000,000 ordinary shares on announcement of a
JORC-compliant Indicated Mineral Resource for the Wudinna Project of not less
than 750,000 ounces of gold
The Directors have calculated the consideration payable on a probability basis
of satisfying the project milestones in accordance with IFRS 3 Business
Combinations. The Directors have also estimated the number of shares to be
issued at each milestone and the share price. This has been fixed at the
number of consideration shares issued at the time of the RTO and the share
price at that time. Management believe that the fair value of contingent
consideration was £119,698 (2024: £119,698) as at reporting date.
24. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
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AnnouncementREG - Cobra Resources PLC - Final Results for the Year Ended 31 December 2025
AnnouncementREG - Cobra Resources PLC - Total Voting Rights
AnnouncementREG - Cobra Resources PLC - Exercise of Warrants
AnnouncementREG - Cobra Resources PLC - Further High-Grade Copper Results Support Scale
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