REG - East Star Resources - Final Results
12/05/2026 07:00
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RNS Number : 8747D East Star Resources PLC 12 May 2026
12 May 2026
East Star Resources PLC
("East Star" or the "Company")
Final Results for the 12 Months Ended 31 December 2025
Transformational year culminating in a strategic investment by Endeavour
Mining, a JV with Xinhai for the development of Verkhuba and a JV with
Endeavour Mining for gold exploration
East Star Resources Plc (LSE:EST), the Kazakhstan-focused gold and base metals
explorer, is pleased to present its annual financial results for the year
ended 31 December 2025.
Highlights
VMS Copper Development & Advanced Targets
· Advanced Verkhuba Copper Deposit with drilling, confirming sulphide
mineralisation beyond the current resource envelope
· Signed agreement with market-leading EPCM contractor Hong Kong Xinhai
Mining Services to farm into Verkhuba and advance to production with a US$65
million estimated investment - East Star fully carried
· Expanded Rulikha VMS target with a new contiguous licence and
announced a significant JORC-compliant Exploration Target (23Mt @ 2.4% CuEq),
highlighting its potential to add another major copper asset which remains
100% East Star
· Progressed other targets, delineating IP anomalies consistent with
VMS-style mineralisation and confirming sulphides in drilling across Rulikha
North and Talovskoye West, supporting further 2026 exploration
Porphyry Copper Exploration
· Awarded Piket and Judzha licences, covering prospective terrain in
recognised pophyry belts in Kazakhstan
· Initial review and compilation of historical data, laying the
foundation to identify drill-ready targets this year
Gold Exploration
· Expanded exploration at Snowy with systematic mapping and rock chip
sampling, defining a 4km by 1km gold-in-soil anomaly
· Updated the Snowy target model to a low-sulphidation epithermal
system, reflective of surface geology and geochemistry, with follow-up
geophysics and drilling planned for 2026 - Snowy remains 100% East Star
· Signed a transformative US$25+ million earn-in and joint venture with
FTSE 100 Endeavour Mining PLC (LSE: EDV/TSX: EDV) ("Endeavour"), providing
staged funding, technical expertise, and strategic backing for gold
exploration in Kazakhstan
Corporate
· Completed successful capital raises of £2.4 million, comprising a
£1.8 million Strategic Investment in East Star by Endeavour- now the
Company's largest shareholder with 14.3% - and a separate £0.6 million
capital raise from a Subscription and Retail Offer
Sandy Barblett, Chairman, commented:
"Kazakhstan's rich endowment of copper and gold, combined with favourable
infrastructure and mining-friendly conditions, positions East Star to
capitalise on favourable macroeconomic trends for these metals. With multiple
high-priority VMS, porphyry, and epithermal gold projects or targets, robust
commodity market fundamentals, and the backing of globally recognised mining
partners, East Star is well positioned to deliver discoveries and
developments."
The Company has applied to the Financial Conduct Authority ("FCA") for the
re-instatement of its shares to trading.
Contacts:
East Star Resources Plc
Alex Walker, Chief Executive Officer
Tel: +44 (0)20 7390 0234 (via Vigo Consulting)
SI Capital (Corporate Broker)
Nick Emerson
Tel: +44 (0)1483 413 500
Vigo Consulting (Investor Relations)
Ben Simons / Seb Weller / Georgina Moul
Tel: +44 (0)20 7390 0234
About East Star Resources Plc
East Star Resources is advancing copper and gold projects in Kazakhstan both
independently and with the backing of major global partners. The Company's
core projects include:
· A joint venture with Hong Kong Xinhai Mining Services Limited to take the
Verkhuba Copper Deposit (20.3Mt @ 1.16% copper, 1.54% zinc and 0.27% lead)
into production (at no further cost to East Star) with East Star retaining 30%
ownership in production
· A second VMS Exploration Target with up to 23Mt @ 2.4% copper equivalent in
the same region, with numerous other targets being advanced to drill-ready
status, all of which are 100% East Star
· A $25 million+ strategic gold exploration joint venture with FTSE 100
Endeavour Mining
· Multiple Tier 1 potential copper porphyry and epithermal gold targets in a
proven belt
Visit our website:
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Subscribe to our email alert service to be notified whenever East Star
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The person who arranged for the release of this announcement was Alex Walker,
CEO of the Company.
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
publication of this announcement, this inside information (as defined in UK
MAR) is now considered to be in the public domain.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the annual report for East Star Resources PLC (the
"Company", the "Group" or "East Star") for the year ended 31 December 2025.
This was a transformational year culminating in:
· a US$25 million earn-in and joint venture agreement with a subsidiary
of Endeavour Mining PLC (LSE: EDV/TSX: EDV) ("Endeavour"), one of the world's
leading gold producers and a constituent of the FTSE 100 Index, for gold
exploration;
· a staged farm-in agreement with Hong Kong Xinhai Mining Services
Limited ("Xinhai") for the development of the Verkhuba Copper Deposit
("Verkhuba"); and
· a £1.8 million strategic investment by Endeavour, comprising a share
subscription and convertible loan note, taking Endeavour's holding to 14.3% on
conversion in February 2026.
These agreements represent a step change in the Company's trajectory,
validating our exploration capabilities, asset base and personnel, while
providing a clear pathway toward development and discovery at scale.
Operationally, we drilled high priority Volcanogenic Massive Sulphide ("VMS")
copper targets and secured additional VMS and porphyry licences.
Review of Operations
VMS Copper
Verkhuba Copper Deposit
With 20.3Mt at 1.16% copper, 1.54% zinc and 0.27% lead, and copper prices
rising considerably, Verkhuba is a cornerstone asset. During 2025, we
undertook multiple drilling programmes designed to define and extend known
mineralisation beyond the current resource envelope. Several newly identified
ore-intersections included encouraging grades such as 0.7m at 2.94% Cu and
4.0m at 0.69% Cu, as well as zinc-rich intervals. Deeper zinc‑copper and
additional shallow copper mineralisation was intersected reinforcing
Verkhuba's value in our portfolio.
In December, East Star signed a staged farm-in joint venture agreement with
Xinhai, a privately owned, global process engineering and contracting company
that specialises in providing engineering design, procurement, construction
services and contract mining services to the mining industry. Under the
agreement, Xinhai may earn up to a 70% interest in Verkhuba through a
five-stage investment programme through to production estimated at US$65
million, including funding for feasibility work and development expenditure.
East Star will be fully carried.
The Board considers that these advances continue to move Verkhuba closer to
development whilst retaining meaningful upside for shareholders through our
retained 30% interest, and 100% of neighbouring prospects.
Rulikha
At nearby Rulikha, the digitisation process of historical data demonstrated
outstanding grades, including an 81.2m ore grade interval, within East Star's
licence area and proximal to a distinct electromagnetic anomaly and three
Induced Polarisation ("IP") anomalies to the north and northeast of these
intersections. Follow-up induced IP surveys further refined our priority
targets and extended the mineralised footprint. Subsequent drilling
intersected additional zones of copper mineralisation.
In October 2025, East Star was awarded a new exploration licence encompassing
the remaining part of the IP anomaly north of the Rulikha deposit. The entire
IP anomaly at Rulikha is now under 100% ownership by East Star.
In November 2025, we announced a significant independent JORC-compliant
Exploration Target for the Rulikha deposit, underlining its potential to
become a major copper asset within the Rudny Altai VMS belt. The estimate
contains an upper limit of 23Mt at 2.4% copper equivalent for over 550,000
tonnes of contained copper, constrained by an open pit - nearly double the
copper equivalent metal of Verkhuba.
We look forward to updating shareholders on future exploration activities.
Porphyry Exploration
Porphyry systems represent a compelling strategic complement to East Star's
VMS focus. In November, East Star was awarded two new porphyry licences,
derived from work conducted as part of the BHP Xplor programme in 2024. The
Piket and Judzha projects, cover prospective terrain within recognised
metallogenic belts of Kazakhstan. These licences were secured following
detailed evaluation of regional geological datasets which identified features
characteristic of fertile porphyry corridors.
These licences lie outside the joint venture area of interest with Endeavour,
as the targeting focus is on copper-gold porphyry systems rather than gold
projects. Field teams have commenced compilation of historical data and intend
to complete detailed archival review over the winter to inform a programme of
geochemical and mapping work ahead of drilling in 2026.
Sedimentary Copper Exploration
Considering the Company's new joint ventures it has decided to focus time and
resources on VMS and porphyry copper, and orogenic gold. As such, the Company
does not intend to pursue further its greenfield sediment-hosted copper
exploration strategy in the Teniz Basin with Getech at this time. The Board is
grateful to Getech for its technical work on this strategy to date and has
formally ceased the Joint Venture.
Gold
Gold Exploration including JV with Endeavour
The Company continued to advance its gold exploration programme, with an
initial focus on the Snowy licence. During 2025, additional satellite spectral
data supported the existence of a large gold in soil anomaly at Snowy,
approximately 4km by 1km in extent, which was interpreted as a significant
epithermal gold target worthy of follow‑up work.
In October 2025, further field work comprising detailed mapping and rock chip
sampling was completed over the Snowy target. Rock chip samples returned gold
values of up to 1.44g/t at surface, with the prospective vein system traced
over at least 100m of strike and remaining open to the north. Based on the
surface geology and geochemistry observed, we have updated our deposit model
to a low‑sulphidation epithermal system, reflective of geological
characteristics seen at significant gold deposits elsewhere in the world. Work
planned for 2026 includes detailed mapping and sampling over the vein system
and a ground geophysical survey to inform future drill planning.
A transformative milestone for the Company in 2025 was the signing of a
binding US$25 million earn-in and joint venture agreement with Endeavour for
the exploration and development of gold projects in Kazakhstan. This agreement
represents a strategic partnership with a globally recognised gold producer
and provides East Star with unparalleled access to capital, technical
expertise, and exploration capabilities.
Under the terms of the agreement, Endeavour may invest over US$25 million in
staged exploration expenditure to earn up to an 80% interest in the joint
venture vehicle. An initial two-year phase provides for US$5 million of
committed expenditure to earn a 51% interest, with subsequent staged
investments increasing Endeavour's interest upon continued funding and project
advancement. East Star will retain a meaningful minority interest throughout
and, upon full earn-in, a 20% stake. East Star will receive bonus payments
linked to any future maiden JORC resource and Preliminary Feasibility Study.
This partnership materially de-risks East Star's gold exploration strategy
while simultaneously providing significant discovery upside potential for
shareholders alongside a top 10 global gold producer. By aligning with
Endeavour, East Star gains the opportunity to fast-track the advancement of
gold targets, potentially unlocking transformative value from the Company's
Kazakhstan portfolio. The Board views this joint venture as a defining moment
in East Star's evolution and a strong validation of our exploration strategy.
Corporate Activities
During 2025, East Star conducted several capital raising initiatives to
support exploration. In June, the Company raised over £0.62 million from a
subscription and oversubscribed retail offer, including the participation
again of directors.
Towards the end of the Year, Endeavour committed a £1.8 million strategic
investment in East Star, comprising a £96,600 share subscription and a
£1,711,000 unsecured convertible loan note ("CLN"). The £1,711,000 of CLN
proceeds were received in cash in January 2026, with the CLN subsequently
converting in full into ordinary shares on 10 February 2026, resulting in the
gold major owning 14.3% of the Company today.
Key Financial Indicators
· Cash and cash equivalents at year-end were £442,000 (2024:
£678,000)
· Loss before taxation for the year was £2,301,000 (2024: £1,102,000)
· The Group held net assets at year-end of £2,435,000 (2024:
£3,155,000)
· The Group held total assets at year-end of £4,428,000 (2024:
£3,271,000)
Outlook
East Star began 2026 on a strong footing with external funding from Endeavour
to commence epithermal gold exploration, an agreement with Xinhai to fund
Verkhuba through to development with no cost to East Star, a large VMS
exploration target 100% owned by East Star, and a healthy balance sheet to
support exploration outside of our joint venture strategies.
Key near-term workstreams include:
· Ground electromagnetic surveys for massive sulphides at the Rulikha
and Talovskoye targets
· Follow-up drilling of the Rulikha and Talovskoye targets
· Establishment of the JV company with Xinhai to advance Verkhuba Stage
1 with associated resource definition drilling
· Geochemical work to advance targeting porphyry and gold prospects at
Piket, Judzha and Snowy
On behalf of the Board, I would like to congratulate our excellent team. That
East Star has been able to attract partners and investors such as Endeavour
and Xinhai is a function not only of the Company's existing and potential
future projects, but of the quality of the exploration team generating and
advancing opportunities, with skill and in-country knowledge.
Kazakhstan's rich endowment of copper and gold, combined with favourable
infrastructure and mining-friendly conditions, positions East Star to
capitalise on favourable macroeconomic trends for these metals. With multiple
high-priority VMS, porphyry, and epithermal gold projects or targets, robust
commodity market fundamentals, and the backing of globally recognised mining
partners, East Star is well positioned to deliver discoveries and
developments.
Sandy Barblett
Non-Executive Chairman
11 May 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER
2025
Audited Audited
Year ended 31 December 2025
Year ended 31 December 2024
Note £'000 £'000
Continuing Operations
Revenue - -
Administrative expenses 4 (949) (1,387)
Share based payments 20 (66) (47)
Impairment 10 & 11 (1,286) (62)
Other income - 394
Loss before taxation (2,301) (1,102)
Taxation on loss or ordinary activities 7 - -
Loss for the year from continuing operations (2,301) (1,102)
Other comprehensive income 8 82 233
Total comprehensive loss for the year attributable to shareholders from (2,219) (869)
continuing operations
Basic & dilutive earnings per share - pence 9 (0.54) (0.42)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations.
The notes form an integral part of these consolidated financial statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
Audited Audited
As at 31 December
As at 31 December
2025
2024
Note £'000 £'000
NON-CURRENT ASSETS
Exploration assets 10 1,892 2,448
Earn in advance (financial asset) 11 - -
Property, plant and equipment 12 38 35
TOTAL NON-CURRENT ASSETS 1,930 2,483
CURRENT ASSETS
Cash and cash equivalents 14 442 678
Trade and other receivables 16 2,056 110
TOTAL CURRENT ASSETS 2,498 788
TOTAL ASSETS 4,428 3,271
NON-CURRENT LIABILITIES
Convertible Loan Note 17 1,711 -
TOTAL NON-CURRENT LIABILITIES 1,711 -
CURRENT LIABILITIES
Trade and other payables 18 282 116
TOTAL CURRENT LIABILITIES 282 116
TOTAL LIABILITIES 1,993 116
NET ASSETS 2,435 3,155
EQUITY
Share capital 19 4,752 3,975
Share premium 19 9,834 9,178
Share based payments reserve 20 420 354
Foreign exchange reserve 346 264
Reverse acquisition reserve 22 (4,795) (4,795)
Retained earnings (8,122) (5,821)
TOTAL EQUITY 2,435 3,155
* Non-controlling interest of £29 (2024: £29) exists with business partner
(Tau Ken Samruk) not stated above
The Company has taken advantage of section 408 of the Companies Act 2006 and
consequently a profit and loss account has not been presented for the Company.
The Company's total comprehensive loss for the financial period was £614,000
(2024: £144,000). The financial statements were approved and authorised for
issue by the board on 11 May 2026 and were signed on its behalf by:
Non-Executive Chairman - Sandy Barblett
The notes form an integral part of these consolidated financial statements
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
Audited Audited
As at 31 December
As at 31 December
2025
2024
Note £'000 £'000
NON-CURRENT ASSETS
Investment in subsidiary 13 6,269 6,269
Intercompany receivables 15 5,593 4,571
TOTAL NON-CURRENT ASSETS 11,862 10,840
CURRENT ASSETS
Cash and cash equivalents 14 440 658
Trade and other receivables 16 2,004 52
TOTAL CURRENT ASSETS 2,444 710
TOTAL ASSETS 14,306 11,550
NON-CURRENT LIABILITIES
Convertible Loan Note 17 1,711 -
TOTAL NON-CURRENT LIABILITIES 1,711 -
CURRENT LIABILITIES
Trade and other payables 18 227 67
TOTAL CURRENT LIABILITIES 227 67
TOTAL LIABILITIES 1,938 67
NET ASSETS 12,368 11,483
EQUITY
Share capital 19 4,752 3,975
Share premium 19 9,834 9,178
Share based payments reserve 20 420 354
Retained Earnings (2,638) (2,024)
TOTAL EQUITY 12,368 11,483
The financial statements were approved and authorised for issue by the board
on 11 May 2026 and were signed on its behalf by:
Non-Executive Chairman - Sandy Barblett
The notes form an integral part of these consolidated financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025
Share Capital Share Premium Share based payment reserve Foreign exchange reserve Reverse acquisition reserve Share Capital to be issued Retained Earnings Total Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2023 2,187 6,052 307 31 (4,795) 3,750 (4,719) 2,813
Loss for period - - - - - - (1,102) (1,102)
Other comprehensive income - - - 233 - - - 233
Total comprehensive income for year - - - 233 - - (1,102) (869)
Transactions with owners in own capacity
Ordinary Shares issued in the period 1,788 3,178 - - - (3,750) - 1,216
Share Issue Costs - (52) - - - - - (52)
Share based payments - - 47 - - - - 47
Transactions with owners in own capacity 1,788 3,126 47 - (3,750) - 1,211
Balance at 31 December 2024 3,975 9,178 354 264 (4,795) - (5,821) 3,155
Loss for period - - - - - - (2,301) (2,301)
Other comprehensive income - - - 82 - - - 82
Total comprehensive income for year - - - 82 - - (2,301) (2,219)
Transactions with owners in own capacity
Ordinary Shares issued in the period 777 710 - - - - - 1,487
Share Issue Costs - (54) - - - - - (54)
Share based payments - - 66 - - - - 66
Transactions with owners in own capacity 777 656 66 - - - - 1,499
Balance at 31 December 2025 4,752 9,834 420 346 (4,795) - (8,122) 2,435
COMPANY STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025
Share capital Share premium Share based payment reserve Share capital to issue Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2023 2,187 6,052 307 3,750 (1,880) 10,416
Loss for period - - - - (144) (144)
Other comprehensive income - - - - - -
Total comprehensive income for year - - - - (144) (144)
Transactions with owners in own capacity
Ordinary shares issued in the period 1,788 3,178 - (3,750) - 1,216
Share issue costs - (52) - - - (52)
Share based payments - - 47 - - 47
Transactions with owners in own capacity 1,788 3,126 47 (3,750) - 1,211
Balance at 31 December 2024 3,975 9,178 354 - (2,024) 11,483
Loss for period - - - - (614) (614)
Other comprehensive income - - - - - -
Total comprehensive income for year - - - - (614) (614)
Transactions with owners in own capacity
Ordinary shares issued in the period 777 710 - - - 1,487
Share issue costs - (54) - - - (54)
Share based payments - - 66 - - 66
Transactions with owners in own capacity 777 656 66 - - 1,499
Balance at 31 December 2025 4,752 9,834 420 - (2,638) 12,368
CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31 December 2025
31 December 2024
Note £'000 £'000
Cash flow from operating activities
Loss before taxation for the financial year (2,301) (1,102)
Adjustments for:
Share based payments 20 66 47
Settlement of fees through issue of equity - 10
Impairment charge on exploration assets * 10 1,286 62
Foreign exchange movements 187 395
Depreciation 12 9 31
Changes in working capital:
(Increase) / Decrease in trade and other receivables 16 (1,946) 9
Increase in trade and other payables 18 166 5
Net cash outflow from operating activities (2,533) (543)
Cash flows from investing activities
Investment in exploration assets 10 (821) (578)
Purchase of property, plant & equipment 12 (13) (33)
Net cash flow from investing activities (834) (611)
Cash flows from financing activities
Proceeds from issue of shares 19 1,487 1,196
Proceeds from issue of convertible loan notes 17 1,711 -
Share issue costs 19 (54) (52)
Net cash flow from financing activities 3,144 1,144
Net increase in cash and cash equivalents (223) (10)
Cash and cash equivalents at beginning of the period 678 635
Foreign exchange effect on cash balance (13) 53
Cash and cash equivalents at end of the period 14 442 678
* Impairment charge is adjusted to reflect the true cash impact in the period
and hence will not reconcile directly to the value in the Statement of
Comprehensive Income
The notes form an integral part of these consolidated financial statements
COMPANY STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31 December 2025
31 December 2024
Note £'000 £'000
Cash flow from operating activities
Loss for the financial year (614) (144)
Adjustments for:
Share based payments 20 66 47
Settlement of fees through issue of equity 0 20
Changes in working capital:
(Increase) / decrease in trade and other receivables 16 (1,952) (5)
(Decrease) / increase in trade and other payables 18 160 (15)
Net cash outflow from operating activities (2,340) (97)
Cash flows from investing activities
Investment in subsidiaries 13 - (1)
Loans to subsidiaries 15 (1,022) (897)
Net cash flow from investing activities (1,022) (898)
Cash flows from financing activities
Proceeds from issue of shares 19 1,487 1,196
Proceeds from issue of convertible loan note 17 1,711 -
Share issue costs 19 (54) (52)
Net cash flow from financing activities 3,144 1,144
Net increase/(decrease) in cash and cash equivalents (218) 149
Cash and cash equivalents at beginning of the period 658 509
Cash and cash equivalents at end of the period 14 440 658
The notes form an integral part of these consolidated financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General Information
East Star Resources PLC ("the Company") was incorporated on 17 November 2020
in England and Wales and remains domiciled there with Registered Number
13025608 under the Companies Act 2006, under the name Cawmed Resources
Limited. The Company subsequently changed its name to East Star Resources
Limited on 27 January 2021 and on 3 March 2021 re-registered as a PLC.
The address of its registered office and principal place of business is
Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.
The principal activity of the Group is to explore opportunities in the natural
resources sector specifically in relation to gold and copper extraction.
The Company originally listed on the London Stock Exchange ("LSE") on 4 May
2021. The Company was suspended from trading on 19 July 2021 whilst managing a
reverse takeover transaction and was then re-admitted to trading on 10 January
2022. The Company successfully completed the acquisition of its Kazakhstan
based subsidiary - "Discovery Ventures Kazakhstan Limited" on 10 January 2022
and since then has been increasing exploration operations within the region.
The consolidated financial statements are presented for the Company and all of
its subsidiaries ("the Group").
The Group Financial Statements have been prepared and approved by the
Directors in accordance with UK-adopted International Accounting Standards
("IAS UK"), International standards and Interpretations (collectively IFRSs)
issued by the International Accounting Standards Boards (IASB) and with those
parts of the Companies Act 2006 applicable to those companies reporting under
IFRS.
2. Accounting policies
The principal accounting policies applied in preparation of these financial
statements are set out below. These policies have been consistently applied
unless otherwise stated.
2.1 Basis of preparation
The consolidated and parent company financial statements ("financial
statements") for the period ended 31 December 2025 have been prepared by East
Star Resources PLC in accordance with UK-adopted International Accounting
Standards ("IAS UK") and the requirements of the Companies Act 2006. The
Financial Statements have been prepared under the historical cost convention.
The functional currency for each entity in the Group is determined as the
currency of the primary economic environment in which it operates. The
functional currency of the Company is Pounds Sterling (£) as this is the
currency that finance was raised in.
The functional currency of its subsidiaries is the Kazakhstan Tenge. For all
subsidiaries these are the currencies that mainly influence labour, material
and other costs of providing services. However, the presentational currency
for the subsidiaries is United States Dollar ($) as this is the currency that
the subsidiaries are required to report to national mining authorities in.
The Group has chosen to present its consolidated financial statements in
Pounds Sterling (£), as the Directors believe it is a more convenient
presentational currency for users of the consolidated financial statements.
Foreign operations are included in accordance with the policies set out below.
The accounting period for the Group covers the year ending on 31 December
2025. The financial statements are presented in Pounds Sterling and rounded to
the nearest thousand (£'000).
Basis of measurement
The Financial Statements have been prepared on a historical cost basis.
Reverse acquisition accounting treatment
During the period ended 31 December 2022, the Company acquired the entire
share capital of Discovery Ventures Kazakhstan Ltd. As the Company
("accounting acquiree") was purely a cash shell at time of acquisition it did
not constitute a business and therefore the acquisition was treated as a
reverse acquisition of DVK ("accounting acquirer") and outside the scope of
IFRS 3.
Critical accounting judgements and key sources of estimation uncertainty are
disclosed in note 2.17.
2.2 Going concern
The Directors have prepared financial forecasts to estimate the likely cash
requirements of the Group over the 18 months from sign off of the annual
report. In preparing these financial forecasts, the Directors have made
certain assumptions with regard to the timing and amount of future
expenditure, the receipt of management fee income from Endeavour Mining PLC
under the Earn-In and Joint Venture Agreement, and prevailing exchange rates.
The Directors have considered the sensitivity of the financial forecasts to
changes in key assumptions, including potential cost overruns within committed
spend and movements in USD:GBP and KZT:GBP exchange rates.
The assessment takes account of two transformational transactions completed
before 31 December 2025: the binding Earn-In and Joint Venture Agreement with
Endeavour Mining PLC (signed 13 November 2025), under which Endeavour commits
to invest up to US$25 million in staged exploration expenditure across the
Group's Kazakh gold licences with East Star expressly free-carried throughout;
and the associated Endeavour strategic investment of £1,807,600. Subsequent
to the year end, Endeavour converted its £1,711,000 convertible loan note in
full into ordinary shares in February 2026, and East Star formalised a binding
joint venture agreement with Hong Kong Xinhai Mining Services Limited in March
2026, under which Xinhai will fund an estimated US$65 million to take the
Verkhuba Copper Deposit to production at no further cost to East Star. Under a
conservative base case budget covering the 18-month period to 30 June 2027,
the Group's cash balance remains positive throughout, reaching a minimum of
approximately US$2.4 million at 30 June 2027, with no additional fundraising
assumed.
The Group remains in a pre-revenue exploration stage, and its continued
viability beyond the period of the going concern forecast is dependent on the
successful execution of its development plans and on continued access to
funding. Whilst the recent strategic transactions described above are positive
and serve to mitigate this risk, they do not eliminate the underlying
uncertainty inherent in a pre-revenue exploration business. The Directors
therefore consider, consistent with the position taken in the prior year and
as is common for exploration-stage companies, that conditions exist which
represent a material uncertainty that may cast significant doubt over the
Group's and Company's ability to continue as a going concern. This material
uncertainty is also referred to in the Auditor's Report.
After due consideration of these forecasts, current cash resources, the
Group's partnership arrangements and the sensitivity of key inputs, and
notwithstanding the material uncertainty described above, the Directors are
satisfied that the going concern basis of preparation remains appropriate. The
Group will have adequate financial resources to continue in operational
existence for the foreseeable future, being a period of at least 12 months
from the date of this report, and for this reason the financial statements
have been prepared on a going concern basis. The financial statements do not
include the adjustments that would be required should the going concern basis
of preparation no longer be appropriate.
2.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 December each year. Per IFRS 10, control is achieved when the Company:
· has the power over the investee;
· is exposed, or has rights, to variable returns from its involvement
with the investee; and
· has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above. When the Company has less than a majority
of the voting rights of an investee, it considers that it has power over the
investee when the voting rights are sufficient to give it the practical
ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or
not the Company's voting rights in an investee are sufficient to give it
power, including:
· the size of the Company's holding of voting rights relative to the size
and dispersion of holdings of the other vote holders;
· potential voting rights held by the Company, other vote holders or
other parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the Company
has, or does not have, the current ability to direct the relevant
activities at the time that decisions need to be made, including voting
patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the
year are included in profit or loss from the date the Company gains control
until the date when the Company ceases to control the subsidiary. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with the Group's accounting
policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
2.4 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions. The Group holds the
majority of group funds in Lloyds bank equivalent accounts through a forex
platform (Alpha FX). Supplementary working capital funds are held in online
banking platforms in the UK (Alpha, Revolut account was closed effective June
2025) and physical banks in Kazakhstan.
2.5 Equity
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.
Retained losses includes all current and prior period results as disclosed in
the income statement.
Foreign currency differences are recognised in other comprehensive income and
accumulated in the foreign exchange reserve except to the extent that the
translation difference is allocated to non-controlling interests.
(https://www.lawinsider.com/clause/reverse-acquisition-reserve) The reverse
acquisition reserve was recognised during the formation of the Group when the
legal acquiree was considered to be the accounting acquirer under the rules of
IFRS 3. As the accounting acquiree was not a business under IFRS 3, a part of
the transaction was outside the scope of IFRS 3. This resulted in the
recognition of a 'reverse acquisition reserve' on consolidation and is set out
in more detail in note 20.
Share capital to issue reserve relates to shares to be settled via the issue
of the Company's shares at the year-end which meet the definition of equity
per IAS 32 are classified as shares to be issue within equity and are held at
fair value.
2.6 Foreign currency translation
The results and financial position of all the Group entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
i) assets and liabilities for each statement of
financial position presented are translated at the closing rate at the date of
that statement;
ii) income and expenses for each income statement are
translated at spot exchange rates (unless the spot is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions); and
iii) all resulting exchange differences are recognised in
the Statement of Comprehensive Income and accumulated in the foreign exchange
reserve in equity.
When a foreign operation is disposed of in its entirety or partially such that
control is lost, the cumulative amount in the translation reserve related to
that foreign operation is reclassified to profit or loss as part of the gain
or loss on disposal. Exchange differences arising, if any, are recognised in
other comprehensive income and accumulated in a foreign exchange reserve
(attributed to non-controlling interests as appropriate).
2.7 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured subsequently at fair value (either through
Other comprehensive income or through profit or loss);
· those to be measured at amortised cost; and
· those to be measured subsequently at fair value through profit or
loss.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either
in profit or loss or in OCI. For investments in equity instruments that are
not held for trading, this will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that
is, the date on which the Group commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows
from the financial assets have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in
profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a separate line
item in the statement of profit or loss.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where
the Group's management has elected to present fair value gains and losses on
equity investments in OCI, there is no subsequent reclassification of fair
value gains and losses to profit or loss following the derecognition of the
investment. Dividends from such investments continue to be recognised in
profit or loss as other income when the Group's right to receive payments is
established. Changes in the fair value of financial assets at FVPL
are recognised in other gains/(losses) in the statement of profit or loss as
applicable. Impairment losses (and reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from other changes
in fair value.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost.
The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Group applies
the simplified approach permitted by IFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
2.8 Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method, less any
allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
2.9 Trade and other payables
These amounts represent liabilities for goods and services provided to the
consolidated entity prior to the end of the financial year and which are
unpaid. Due to their short-term nature, they are measured at amortised cost
and are not discounted. The amounts are unsecured and are usually paid within
30 days of recognition.
2.10 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any accumulated impairment losses.
When the Group acquires any plant and equipment it is stated in the accounts
at its cost of acquisition less a provision.
Depreciation is charged to write off the costs less estimated residual value
of plant and equipment on a straight basis over their estimated useful lives
being:
- Plant and equipment 5-7 years
- Furniture and fittings 5-7 years
- Computer equipment 3 years
- Motor vehicles 5 years
Estimated useful lives and residual values are reviewed each year and amended
as required.
2.11 Exploration and evaluation assets
Intangible assets represent exploration and evaluation assets (IFRS 6 assets),
being the cost of acquisition by the Group of rights, licences and know-how.
Such expenditure requires the immediate write-off of exploration and
development expenditure that the Directors do not consider to be supported by
the existence of commercial reserves.
All costs associated with mineral exploration and investments, are capitalised
on a project-by-project basis, pending determination of the feasibility of the
project. Costs incurred include appropriate technical and administrative
expenses but not general overheads and these assets are not amortised until
technical feasibility and commercial viability is established. If an
exploration project is successful, the related expenditures will be
transferred to "mining assets" and amortised over the estimated life of the
commercial ore reserves on a unit of production basis.
The recoverability of all exploration and development costs is dependent upon
the discovery of economically recoverable reserves, the ability of the Group
to obtain necessary financing to complete the development of reserves and
future profitable production or proceeds from the disposition thereof.
Exploration and evaluation assets shall no longer be classified as such when
the technical feasibility and commercial viability of extracting mineral
resources are demonstrable. When relevant, such assets shall be assessed for
impairment, and any impairment loss recognised, before reclassification to
"Mine development".
2.12 Share based payments
The Group has made awards of warrants and options on its unissued share
capital to certain parties in return for services provided to the Group. The
valuation of these warrants involved making a number of critical estimates
relating to price volatility, future dividend yields, expected life of the
options and interest rates. These assumptions have been integrated into the
Black Scholes Option Pricing model and the Monte Carlo valuation model to
derive a value for any share-based payments. These assumptions are described
in more detail in the notes.
2.13 Taxation
Tax currently payable is based on taxable profit for the period. Taxable
profit differs from profit as reported in the income statement because it
excludes items of income and expense that are taxable or deductible in other
years and it further excludes items 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 balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on temporary
differences between the carrying amounts of assets and liabilities in the
group or parent company financial statements and the corresponding tax bases
used in the computation of taxable profit and is accounted for using the
balance sheet liability method. As there is no reasonable expectation of
future revenues to which tax losses could be applied no deferred tax asset has
been recognised.
2.14 Leases
The Group recognises the guidelines set out in "IFRS 16 - Leases" and are
allocated between principal and finance cost. The finance cost is charged to
profit or loss over the lease period. Right-of-use assets are measured at cost
which comprises the following:
- The amount of the initial measurement of the lease liability;
- Any lease payments made at or before the commencement date less any
lease incentives received;
- Any initial direct costs; and
- Restoration costs.
Payments associated with short-term leases (term less than 12 months) and all
leases of low-value assets (generally less than £5k) are recognised on a
straight-line basis as an expense in profit or loss. The short term lease
exemption has been utilised by the Group in relation to property leases held
in the Kazakhstan and the UK. These leases are on a rolling month-month basis
and hence there is no long term commitment entered into and are also low-value
assets.
2.15 Contingent asset
A contingent asset is a possible asset that arises from past events, and whose
existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the entity.
Contingent assets in these financial statements relate to VAT that is only
offsetable against future revenue and hence these amounts are contingent on
this occurrence and are classified as so.
2.16 Other comprehensive income
Gains or losses on the translation of currencies into the presentational
currency are recognised as other comprehensive income in the Statement of
Profit and Loss and Other Comprehensive Income and transferred to a separate
foreign exchange reserve under equity.
2.17 Critical accounting judgements and key sources of
estimation uncertainty
The preparation of the financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expense. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed below:
Impairment of investments and loans to subsidiaries - Note 13 & 15
The Group and the Company assess at each reporting date whether there is any
objective evidence that investments in and loans to subsidiaries are
impaired. The value of the Company's investment in DVK amounts to £6.269
million (2024: £6.269 million) and intercompany loans amount to £5.593
million (2024: £4.571 million). To determine whether there is objective
evidence of impairment, a considerable amount of estimation is required in
assessing the ultimate realisation of these investments/receivables, including
valuation, creditworthiness and future cashflows. As at the year end the
Directors do not assess there to be any impairment of these amounts.
Recoverable value of exploration assets - Note 10
Costs capitalised in respect of the Group's mining assets are required to be
assessed for impairment under the provisions of IFRS 6. The carrying value of
the Group's exploration assets at 31 December 2025 was £1.892 million (2024:
£2.448 million). An impairment charge of £1.286 million was recognised in
the year (see Note 10). Such an estimate requires the Group to exercise
judgement in respect of the indicators of impairment and also in respect of
inputs used in the models which are used to support the carrying value of the
assets. Such inputs include estimates of mineral reserves, production
profiles, commodity prices, capital expenditure, inflation rates, and pre-tax
discount rates that reflect current market assessments of (a) the time value
of money; and (b) the risks specific to the asset for which the future cash
flow estimates have not been adjusted. Management have concluded that it is
appropriate to process an impairment charge in the year in relation to
exploration assets and can be further evidenced at note 10.
Rehabilitation and restoration provisions - Note 11
The Group assesses at each reporting date whether a rehabilitation and
restoration provision is required under IAS 37 in respect of its exploration
activities in Kazakhstan. This assessment requires judgement in determining
whether the three recognition criteria are met: a present obligation arising
from a past event, a probable outflow of resources, and a reliable estimate of
the amount. As at 31 December 2025, the Directors have concluded that none of
these criteria are met in respect of the Group's active exploration licences.
No decision has been taken to cease operations on any active licence and no
physical disturbance has occurred that would crystallise a present restoration
obligation. The Directors will continue to monitor this position as
exploration activities advance.
Share based payments - Note 20
The Group issues options and warrants to its employees, directors, investors
and advisors. These are valued in accordance with IFRS 2 "Share-based
payments" with expense for the year being £0.07 million (2024: £0.05
million). In calculating the related charge on issuing shares and warrants
the Group will use a variety of estimates and judgements in respect of inputs
used including share price volatility, risk free rate, and expected life.
Changes to these inputs may impact the related charge.
In the period the Group implemented a long-term incentive program for
employees which can be evidence further at note 20. These options have various
vesting dates and conditions and have been valued using the Black-Scholes
method to assign an appropriate value in the financial statements.
2.18 New standards and interpretations adopted by the Group in
the Year
The standards and interpretations that are relevant to the Group, effective in
this financial year are listed below. There has been no impact on the
financial statements from the adoption of these standards.
Standard Impact on initial application Effective date
Amendments to IAS 21 - Lack of Exchangeability An entity is impacted by the amendments when it has a transaction or an Annual periods beginning on or after 1 January 2025
operation in a foreign currency that is not exchangeable into another currency
at a measurement date for a specified purpose.
A currency is exchangeable when there is an ability to obtain the other
currency (with a normal administrative delay), and the transaction would take
place through a market or exchange mechanism that creates enforceable rights
and obligations.
There has been no impact on the financial statements from the adoption of this
standard.
2.19 Future new standards and interpretations not yet adopted by
the Group
The standards and interpretations that are relevant to the Group, effective in
future financial years are listed below. The Directors do not expect there to
be an impact on the financial statements from the adoption of these standards
when they do become effective.
Standard Impact on initial application Effective date
Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial These amendments: 1 January 2026 (early adoption permitted)
Instruments
- clarify the requirements for the timing of recognition and
derecognition of some financial assets and liabilities, with a new exception
for some financial liabilities settled through an electronic cash transfer
system;
- clarify and add further guidance for assessing whether a financial
asset meets the solely payments of principal and interest (SPPI) criterion;
- add new disclosures for certain instruments with contractual terms
that can change cash flows (such as instruments with features linked to the
achievement of ESG targets); and
- make updates to the disclosures for equity instruments designated at
Fair Value through Other Comprehensive Income (FVOCI).
Amendment to IFRS 9 and IFRS 7 - Power Purchase Agreements (PPAs) These amendments address power purchase agreements. The amendments outline the 1 January 2026 (early adoption permitted)
factors that an entity must consider when applying the 'own-use' exception
under IFRS 9 to contracts for purchasing and taking delivery of renewable
electricity. This is particularly relevant when the electricity source is
dependent on natural factors and the purchaser faces significant volume risk.
IFRS 18 - Presentation and Disclosure in Financial Statements This is the new standard on presentation and disclosure in financial 1 January 2027 (early adoption permitted)
statements, with a focus on updates to the statement of profit or loss. The
key new concepts introduced in IFRS 18 relate to:
• the structure of the statement of profit or loss;
• required disclosures in the financial statements for certain
profit or loss performance measures that are reported outside an entity's
financial statements (that is, management-defined performance measures); and
• enhanced principles on aggregation and disaggregation which apply
to the primary financial statements and notes in general
IFRS 19 - Subsidiaries without Public Accountability: Disclosures This new standard works alongside other IFRS Accounting Standards. An eligible 1 January 2027 (early adoption permitted)
subsidiary applies the requirements in other IFRS Accounting Standards except
for the disclosure requirements and instead applies the reduced disclosure
requirements in IFRS 19.
• it does not have public accountability; and
it has an ultimate or intermediate parent that produces consolidated financial
statements available for public use that comply with IFRS Accounting
Standards.
3. Segmental analysis
The Group manages its operations in two segments, being exploration activities
in Kazakhstan and corporate functions in the United Kingdom. The results of
these segments are regularly reviewed by the board as a basis for the
allocation of resources, in conjunction with individual investment appraisals,
and to assess their performance.
The Group generated no revenue during the year ended 31 December 2025 (2024:
£nil).
31 December 2025 United Kingdom Kazakhstan Total
£'000 £'000 £'000
Administrative expenses (546) (403) (949)
Share based payments (66) - (66)
Impairment charge - (1,286) (1,286)
Other income - - -
Operating loss from continued operations per reportable segment (612) (1,689) (2,301)
Reportable segment assets 2,586 1,842 4,428
Reportable segment liabilities (1,938) (55) (1,993)
Total 648 1,787 2,435
31 December 2024 United Kingdom Kazakhstan Total
£'000 £'000 £'000
Administrative expenses (491) (896) (1,387)
Share based payments (47) - (47)
Impairment charge - (62) (62)
Other income 394 - 394
Operating loss from continued operations per reportable segment (144) (958) (1,102)
Reportable segment assets 785 2,486 3,271
Reportable segment liabilities (67) (49) (116)
Total 718 2,437 3,155
Segment assets and liabilities are allocated based on geographical location.
4. Administrative expenses
Administrative expenses for the Group can further be broken down as per below:
Year ended Year ended
31 Dec 2025
31 Dec 2024
£'000 £'000
Professional fees (147) (196)
Directors' fees (173) (116)
Salaries & wages (169) (82)
Geological consulting and exploration costs (2) (15)
Insurance (23) (6)
Consultants (27) (52)
Travel (67) (33)
Foreign Exchange (254) (788)
Other administrative expenses (87) (99)
Administrative expenses (949) (1,387)
5. Employees
The average number of persons employed by the Group (including directors)
during the period ended 31 December 2025 was:
2025 2024
Management 5 5
Non-management 8 8
13 13
The highest paid director received total remuneration of £196,000 (2024:
£147,000).
6. Auditor's Remuneration
Year ended 31 December 2025 Year ended 31 December 2024
£'000
£'000
Fees payable for the audit of the Group's financial statements 48 46
48 46
7. Taxation
Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
A reconciliation of the tax charge appearing in the income statement to the
tax that would result from applying the standard rate of tax to the results
for the year is:
Loss per accounts (2,301) (1,102)
Tax credit at the weighted standard average rate of corporation tax in the UK (491) (227)
of 25% and Kazakhstan of 20%
Adjustment for items disallowable for tax 66 47
Tax losses for which no deferred tax is recognised 425 180
Tax expense recognised in accounts - -
The Group has estimated tax losses carried forward of £6,028,000 (2024:
£3,870,000) The taxed value of the unrecognised deferred tax asset is
£1,147,000 (2024: £722,000) and these losses do not expire. No deferred tax
assets in respect of tax losses have been recognised in the accounts as there
is currently insufficient evidence of the timing of suitable future taxable
profits against which they can be recovered.
There are no other factors following this change that may affect future tax
charges.
8. Other comprehensive income
Items credited to the other comprehensive income line in the statement of
comprehensive income relate to the impact of foreign exchange movements when
translating the statement of financial position from functional to
presentational currencies on consolidation. The corresponding movement is
offset against the foreign exchange reserve in the statement of financial
position:
Year ended 31 December 2025 Year ended 31 December 2024
£'000
£'000
Foreign currency movements 82 233
82 233
9. Earnings per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.
Year ended Year ended
31 December 2025 31 December 2024
Loss attributable to shareholders of East Star Resources PLC - £'000 (2,301) (1,102)
Weighted number of ordinary shares in issue 424,291,761 264,288,870
Basic & dilutive earnings per share from continuing operations - pence (0.54) (0.42)
There is no difference between the diluted loss per share and the basic loss
per share presented. Share options and warrants could potentially dilute basic
earnings per share in the future but due to the group making a loss they were
not included in the calculation of diluted earnings per share as they are
anti-dilutive for the year and prior year presented.
10. Exploration assets
Group £'000
Cost and carrying value - 1 January 2024 2,149
Additions 578
Foreign exchange (249)
Impairment on licenses (30)
At 31 December 2024 2,448
Additions 821
Foreign exchange (91)
Impairment on licenses (1,286)
At 31 December 2025 1,892
Exploration and evaluation assets relate specifically to expenditure incurred
to support the exploitation of exploration licences held by the Group's
Kazakhstan-based subsidiaries. Following the termination of the Rudny
Resources licences during the year, the Group holds a total of 8 active
licences across three mineral provinces of Kazakhstan, being the Rudny Altai
VMS belt, the Karaganda / Balkash-Ili arc and the Chu-Ili region.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances which could indicate the existence of
impairment:
· The Group's right to explore in an area has expired, or will expire
in the near future without renewal;
· No further exploration or evaluation is planned by the Company or in
conjunction with potential joint venture partners;
· The Board may consider to discontinue exploration and evaluation in
an area due to the absence of a commercial level of reserves;
· Existing joint venture agreements have been terminated;
· Sufficient data exists to indicate that the book value may not be
fully recovered from future development and production.
Following this assessment, the Directors concluded that an impairment charge
of £1,285,476 (KZT 883,645,525) was required in the current year in respect
of the following licences:
· Rudny Resources Limited - £1,242,077 (KZT 853,812,758): The
impairment represents the full write-off of capitalised exploration
expenditure following the termination on 23 September 2025 of two exploration
licences prior to commercial discovery: Licence No. 847-EL (Novo 2) and
Licence No. 914-EL (Novo 1). No further exploration activity will be
undertaken under these licences.
· Copperland Limited - £43,399 (KZT 29,832,766): The impairment
represents the write-off of capitalised exploration expenditure in respect of
Licence No. 2483-EL (Ayagoz), relinquished by Copperland Ltd prior to
commercial discovery. The Copperland subsidiary continues to hold two active
exploration licences - Snowy (2506-EL) and Piket (3720-EL) - under which
exploration activities are ongoing.
A 10% movement either way in the KZT/GBP exchange rate would change the
carrying value by approximately £189,000 (2024: £245,000).
11. Earn in advance (financial asset)
Group £'000
Cost and carrying value - 1 January 2024 -
Additions 32
Foreign exchange -
Impairment on licenses (32)
At 31 December 2024 -
Additions -
Impairment on licenses -
At 31 December 2025 -
The licences held jointly with Phoenix Mining Ltd in relation to rare earths
are referred to above as a financial asset as they do not currently satisfy
all the requirements of IFRS 6 to be capitalised as an exploration asset. In
the prior year, an amount of £32,000 was incurred with respect to potential
rehabilitation costs for the Talyryk licences which was impaired immediately.
Rehabilitation and Restoration Provisions
The Group has assessed its rehabilitation and restoration obligations in
accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent
Assets in respect of its exploration activities in Kazakhstan as at 31
December 2025. The Directors have concluded that no rehabilitation provision
is required. The Group's current exploration activities do not give rise to
present obligations for site restoration that meet the IAS 37 recognition
criteria of a present obligation, probable outflow and reliable estimate. No
rehabilitation expenditure was incurred during the year ended 31 December
2025. The Directors will continue to monitor rehabilitation obligations as
exploration activities advance and will recognise a provision at the earliest
point at which the IAS 37 recognition criteria are met.
12. Property, plant & equipment
Group Motor vehicle £'000 Plant and equipment £'000 Furniture and fittings £'000 Computer equipment £'000 Total
£'000
Cost
Opening balance - 1 January 2025 28 31 2 7 68
Additions 12 - - 1 13
Foreign exchange (1) - - - (1)
At 31 December 2025 39 31 2 8 80
Depreciation
Opening balance - 1 January 2025 (1) (26) (1) (5) (33)
Charge for the year (4) (3) - (2) (9)
At 31 December 2025 (5) (29) (1) (7) (42)
Net book value 31 December 2024 27 5 1 2 35
Net book value 31 December 2025 34 2 1 1 38
Group Motor vehicle £'000 Plant and equipment £'000 Furniture and fittings £'000 Computer equipment £'000 Total
£'000
Cost
Opening balance - 1 January 2024 - 31 2 7 40
Additions 31 - - 2 33
Foreign exchange (3) - - (2) (5)
At 31 December 2024 28 31 2 7 68
Depreciation
Opening balance - 1 January 2024 - (19) (1) (3) (23)
Charge for the year (1) (7) - (2) (10)
At 31 December 2024 (1) (26) (1) (5) (33)
Net book value 31 December 2023 - 12 1 4 17
Net book value 31 December 2024 27 5 1 2 35
13. Investment in subsidiaries
Company £'000
Cost and carrying value - 31 December 2023 6,268
Additions during the year 1
At 31 December 2024 6,269
Additions during the year -
At 31 December 2025 6,269
List of Subsidiaries
Name Business Activity Country of Incorporation Registered Address %age Holding 2025 %age Holding 2024
Discovery Ventures Kazakhstan Limited Mineral exploration Kazakhstan VP 32, building 12/1, Dinmuhamed Konaev street, Yesil district, Astana, 100% 100%
Z05H9B0, Kazakhstan
Chu Ili Resources ltd* Mineral exploration Kazakhstan bld. 12/1, VP 32, 3rd floor, IHUB coworking, D. Konayev Street, Yessil 80% 80%
district, Astana city, Z05H9B0, Kazakhstan
Rudny Resources ltd* Mineral exploration Kazakhstan bld. 12/1, VP 32, 3rd floor, IHUB coworking, D. Konayev Street, Yessil 80% 80%
district, Astana city, Z05H9B0, Kazakhstan
Copperland Limited * Mineral exploration Kazakhstan bld. 12/1, VP 32, 3rd floor, IHUB coworking, D. Konayev Street, Yessil 100% 100%
district, Astana city, Z05H9B0, Kazakhstan
MVLKAZ Holdings Limited Holding company United Kingdom Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF 100% 100%
MVLKAZ Limited ** Mineral exploration Kazakhstan VP 32, building 12/1, Dinmuhamed Konaev street, Yesil district, Astana, 100% 100%
Z05H9B0, Kazakhstan
* Subsidiaries held indirectly through Discovery Ventures Kazakhstan
** Subsidiary held indirectly through MVLKAZ Holdings Limited
Incorporation of Joint Venture Entities - Endeavour Mining JV
Subsequent to the year end, East Star procured the incorporation in the Astana
International Financial Centre of Cook JV Co, a private company limited by
shares, being the joint venture company ("JVCO") established pursuant to the
Earn-In and Joint Venture Agreement with Endeavour Exploration Limited dated
13 November 2025. Cook JV Co in turn incorporated a subsidiary, Cook
Exploration, as a limited liability partnership under Kazakhstani law, to hold
and operate the Project Licences in accordance with the terms of the
Agreement. Both entities were incorporated after 31 December 2025 and are
accordingly not included in the list of subsidiaries as at the balance sheet
date.
At the date of approval of these financial statements, East Star holds 100% of
Cook JV Co pending Endeavour's acquisition of its earn-in interest through
staged exploration investment of up to US$25 million. Prior to acquiring its
Stage 1 earn-in interest, Endeavour holds negative control rights as creditor
of Cook JV Co under the associated Loan Agreement. Cook JV Co and Cook
Exploration will be consolidated from the date of their incorporation.
However, upon Endeavour acquiring its Stage 1 earn-in interest of 51%, East
Star's interest in Cook JV Co will reduce to 49% and the entity will be
deconsolidated and reclassified as a joint arrangement, accounted for using
the equity method in accordance with IFRS 11. Given that the Stage 1 work
programme commenced in 2026 with US$2.3 million already committed by
Endeavour, it is possible that this transition occurs during the year ending
31 December 2026. The Group will disclose the impact of this transition in its
consolidated financial statements for the year ending 31 December 2026.
14. Cash and cash equivalents
Group Company
As at As at As at As at
31 December 2025
31 December 2024
31 December 2025
31 December 2024
£'000
£'000
£'000
£'000
Cash at bank 442 678 440 658
15. Inter-company receivable
Company
As at 31 December 2025 As at 31 December 2024
£'000
£'000
Inter-company loan receivable 5,593 4,571
5,593 4,571
16. Trade and other receivables
Group Company
As at As at As at As at
31 December 2025
31 December 2024
31 December 2025
31 December 2024
£'000
£'000
£'000
£'000
VAT receivable 13 23 13 23
Prepayments 25 24 17 19
Other debtors 2,018 63 1,974 10
2,056 110 2,004 52
Expected credit loss model under IFRS 9 has not been applied with respect to
receivables due to this being inappropriate for the above receivables. Other
debtors increased significantly at the year-end due to amounts receivable from
Endeavour in respect of the Convertible Loan Note, as well as exercised
warrants, both of which were settled in January 2026.
17. Convertible Loan Note
Company
As at 31 December 2025 As at 31 December 2024
£'000
£'000
Convertible Loan Note 1,711 -
1,711 -
On 1 December 2025, the Company issued an unsecured convertible loan note
("CLN") of £1,711,000 to Endeavour Mining PLC, convertible into 74,391,304
ordinary shares at a conversion price of £0.023 per share. The CLN is
interest-free save where, if not converted within 12 months, interest becomes
payable. The CLN is classified as a non-current liability at 31 December 2025.
Subsequent to the year end, on 10 February 2026, the CLN was converted in full
into 74,391,304 new ordinary shares, admitted to trading on 16 February 2026,
increasing Endeavour's total shareholding to 78,591,304 ordinary shares
representing 14.3% of the Company's enlarged issued share capital.
18. Trade and other payables
Group Company
As at As at As at As at
31 December 2025
31 December 2024
31 December 2025
31 December 2024
£'000
£'000
£'000
£'000
Trade payables 123 71 68 22
Accruals 158 44 158 44
Other payables 1 1 1 1
282 116 227 67
19. Share capital and share premium
Group and Company Ordinary Shares Share Capital Share Premium Total
# £'000 £'000 £'000
At 31 December 2023 218,650,164 2,187 6,052 8,239
Issue of ordinary shares - exercise of warrants 1,200,333 12 24 36
Issue of ordinary shares - performance shares milestones reached (1) 75,000,000 750 3,000 3,750
Issue of ordinary shares - share placement (2) 100,926,292 1,009 151 1,160
Issue of ordinary shares - fees settled in shares (2) 1,739,130 17 3 20
Share issue costs - - (52) (52)
At 31 December 2024 397,515,919 3,975 9,178 13,153
Issue of ordinary shares - Subscription and WRAP retail offer (3) 47,868,616 479 144 623
Issue of ordinary shares - Strategic investment by Endeavour Mining (4) 4,200,000 42 55 97
Issue of ordinary shares - fees settled in shares (5) 25,590,545 256 511 767
Share issue costs - - (54) (17)
At 31 December 2025 475,175,080 4,752 9,834 14,586
( )
(1) In July 2024, the Mineral Resource Estimate performance threshold of 1Moz
at 2 g/t gold equivalent as per the share purchase agreement with the vendors
of DVK was met resulting in the issue of 75m performance shares. The value of
these shares of £3.75m were transferred from Shares to be Issued.
(2) On 16 October 2024, the Company issued 100,926,292 ordinary shares at
£0.0115 as part of a share placement along with 1,739,130 ordinary shares at
the same price in settlement of £20,000 accrued director fees.
(3) In June 2025, the Company issued 47,868,616 ordinary shares at £0.013 per
share by way of an oversubscribed Subscription and WRAP Retail Offer, raising
gross proceeds of £622,292.
(4) On 1 December 2025, the Company issued 4,200,000 ordinary shares at
£0.023 per share to Endeavour Mining PLC as part of a £1,807,600 strategic
investment, raising gross proceeds of £96,600 from the share issuance,
accompanied by the issue of an unsecured convertible loan note of £1,711,000
convertible into 74,391,304 ordinary shares at £0.023 per share, upon which
Endeavour will hold 15% of the Company's enlarged issued share capital.
(5) On 30 December 2025, the Company received warrant exercise notices for
25,590,545 ordinary shares at £0.03 per share, raising gross proceeds of
£767,716, bringing the Company's total issued share capital to 475,175,080
ordinary shares.
The share premium represents the difference between the nominal value of the
shares issued and the actual amount subscribed less; the cost of issue of the
shares, the value of the bonus share issue, or any bonus warrant issue.
The Company has only one class of share, being ordinary shares at a nominal
value of £0.01 (2024: £0.01). All ordinary shares have equal voting rights
and rank pari passu for the distribution of dividends and repayment of
capital.
20. Share based payments reserve
Group Company
£'000 £'000
As at 31 December 2023 307 307
Employee options issued 32 32
LTIP options issued 15 15
As at 31 December 2024 354 354
Employee options issued (1) 32 32
LTIP options issued (2) 61 61
Broker warrants (3) (27) (27)
As at 31 December 2025 420 420
(1) On 13 December 2021, 11,250,000 employee options were granted. These
options have an exercise price of £0.05 and expire 5 years from the grant
date. Value attributed to the share-based payments reserve in the current
period represents the pro-rata portion of the expense brought to account over
the vesting period.
(2) On 1 March 2023 the remuneration committee approved the adoption of a
long-term incentive plan ("LTIP"). Value attributed to the share based
payments reserve in the current period represents the pro-rata portion of the
expense brought to account over the vesting period.
Additionally, on 11 March 2025, 8,458,688 options were granted to employees
and directors under the Company's Long-Term Incentive Plan at an exercise
price of £0.015 per share, vesting on 11 March 2026 and expiring 10 February
2035, with a total fair value of £48,349 calculated using the Black-Scholes
model. The share-based payment charge recognised in the year ended 31 December
2025 is £39,076.
(3) On 13 June 2025, 351,582 warrants were issued to SI Capital Ltd (exercise
price £0.013, expiring 13 June 2028) with a fair value of £3,293, and
446,538 warrants were issued to Cavendish Securities Plc (exercise price
£0.03, expiring 13 June 2026) with a fair value of £722. During the year,
2,146,000 warrants with an exercise price of £0.05 expired unexercised and
the associated share-based payment reserve of £30,583 was reversed to profit
or loss.
Share based payments valuation
The charges associated with the share-based payments have been applied to the
statement of profit or loss and other comprehensive income. The following
tables summarises the valuation techniques and inputs used to calculate the
values of share-based payments:
Warrants
Grant date Number Share price £ Exercise price £ Expiry date Volatility % RF Rate % Technique
13 June 2025 351,582 0.0133 0.013 13 June 2028 125 4.2 Black Scholes
13 June 2025 446,538 0.0133 0.030 13 June 2026 125 4.2 Black Scholes
Options
Grant date Number Share price £ Exercise price £ Expiry date Volatility % RF Rate % Technique
11 March 2025 8,458,688 0.009 0.015 10 February 2035 85 4.2 Black Scholes
Warrants
As at 31 December 2025
Weighted average exercise price Number of warrants
Brought forward at 1 January 2024 4.00p 45,213,505
Lapsed in period 5.00p (1,200,000)
Exercised in period 3.00p (1,200,333)
Granted in period 3.00p 1,578,130
Granted in period 1.15p 286,956
Outstanding at 31 December 2024 3.33p 44,678,258
Exercisable at 31 December 2024 3.33p 44,678,258
Brought forward at 1 January 2025 3.33p 44,678,258
Lapsed in period 5.00p (2,146,000)
Lapsed in period 3.00p (11,187,252)
Exercised in period 3.00p (25,590,545)
Granted in period 1.30p 351,582
Granted in period 3.00p 446,538
Outstanding at 31 December 2025 4.50p 6,552,581
Exercisable at 31 December 2025 4.50p 6,552,581
The weighted average time to expiry of the warrants as at 31 December 2025 is
1.10 years (2024: 0.92 years).
Options
As at 31 December 2025
Weighted average exercise price Number of options
Brought forward at 1 January 2024 5p 14,934,500
Granted in period -
Vested in period 4.3p 2,125,584
Outstanding at 31 December 2024 4.8p 14,934,500
Exercisable at 31 December 2024 4.7p 5,875,584
Brought forward at 1 January 2025 4.8p 14,934,500
Granted in period 1.5p 8,639,847
Vested in period 1.5p 1,198,661
Outstanding at 31 December 2025 3.7p 23,574,347
Exercisable at 31 December 2025 3.7p 7,074,245
The weighted average time to expiry of the options as at 31 December 2025 is
5.02 years (2024: 3.68 years).
The option vesting conditions of the LTIP options are as below:
- 50% of the Shares under Option (rounded down to the nearest whole
number) shall Vest on the first anniversary of the Date of Grant;
- 25% of the Shares under Option (rounded down to the nearest whole
number) shall Vest on the second anniversary of the Date of Grant;
- 25% the remaining number of the Shares under Option shall Vest on
the third anniversary of the Date of Grant.
21. Other Reserves
Share capital to issue reserve
Shares to be issued as part of the DVK acquisition based on performance
milestones. The reserve at 31 December 2024 represented contingent
consideration for the DVK acquisition which fully vested and was settled by
the issue of shares during 2024. The reserve has been £nil throughout the
year ended 31 December 2025.
Foreign exchange reserve
Foreign exchange differences arising on translating subsidiary financial
statements into the Group's presentation currency.
Share based payment reserve
Cumulative charge recognised under IFRS 2 in respect of share-based payment
awards.
Reverse acquisition reserve
Represents the difference between the pre-acquisition value of the equity of
the Parent Company and the investment in DVK, net of expenses, arising on the
reverse acquisition of DVK by the Company in January 2022.
Retained earnings
Retained earnings represents cumulative profits and losses net of dividends
and other adjustments.
22. Reverse acquisition
On 10 January 2022, the Company acquired the entire share capital of Discovery
Ventures Kazakhstan Limited ("DVK"), whose principal activity is to undertake
exploration activities relating to gold and copper mineral resources in
Kazakhstan, through the issue of 45,000,000 consideration shares.
Although DVK became a wholly owned subsidiary of the Company, the transaction
constitutes a reverse acquisition as in substance it resulted in a fundamental
change in the business of the Company. The transaction has been accounted for
as a reverse acquisition and, as the Company's activities prior to the
acquisition were purely the maintenance of the Main Market LSE listing, the
directors did not consider this to meet the definition of a business in
accordance with IFRS 3. Accordingly, rather than recognising goodwill, the
difference between the equity value given up by the DVK shareholders and the
share of the fair value of net assets gained is charged to the statement of
comprehensive income as a share-based payment on reverse acquisition,
representing in substance the cost of acquiring a Main Market LSE listing.
The fair value of the net assets of East Star at acquisition was as follows:
£'000
Cash and cash equivalents 1,835
Convertible loan notes 609
Other receivables 151
Trade and other payables (848)
Net assets 1,747
The difference between the deemed cost (£3,477,000) and the fair value of the
net assets assumed above of £1,747,000 resulted in £1,730,000 being expensed
within "reverse acquisition expenses" in accordance with IFRS 2.
The reverse acquisition reserve which arose from the reverse takeover is made
up as follows:
£'000
Pre-acquisition equity(1) (473)
DVK share capital at acquisition(2) 216
Investment in DVK(3) (6,268)
Reverse acquisition expense(4) 1,730
(4,795)
1. Recognition of pre-acquisition equity of East Star as at 10
January 2022.
2. DVK had equity at the date of acquisition of £216,000. As these
financial statements present the capital structure of the legal parent entity,
the equity of DVK is eliminated.
3. The value of the shares issued by the Company in exchange for the
entire share capital of DVK as at the share price used in the placing that
occurred simultaneously (£0.05). The above entry is required to eliminate
the balance sheet impact of this transaction.
I. Initial consideration: 45 million shares at £0.05 (£2,250,000)
II. Contingent consideration: 75 million shares at £0.05 (£3,750,000)
III. Convertible loan notes settled on behalf of DVK through issue of
5.35m shares at £0.05 (£267,500)
4. The reverse acquisition expense represents the difference between
the value of the equity issued by the Company, and the deemed consideration
given by DVK to acquire the Company.
23. Financial Instruments and Risk Management
Capital management
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders. The overall strategy of the Company and the Group is to minimise
costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity
holders of the parent, comprising issued share capital, share premium, reverse
acquisition reserves, foreign exchange reserves and retained earnings as
disclosed in the Consolidated Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the
most significant of which are interest, credit, foreign exchange and liquidity
risks.
The management of these risks is vested to the Board of Directors. The
sensitivity has been prepared assuming the liability outstanding was
outstanding for the whole period. In all cases presented, a negative number in
profit and loss represents an increase in expense/decrease in income.
General objectives and policies
As alluded to in the Directors report the overall objective of the Board is to
set policies that seek to reduce risk as far as practical without unduly
affecting the Group's competitiveness and flexibility. Further details
regarding these policies are detailed below.
Principal financial instruments
The principal financial instruments used by the Group from which the financial
risk arises are as follows:
Policy on financial risk management
The Group's principal financial instruments comprise cash and cash
equivalents, other receivables, trade and other payables. The Group's
accounting policies and methods adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of each class of financial asset, financial liability and equity instrument
are set out in note 2 - "Accounting Policies".
The Group does not use financial instruments for speculative purposes. The
carrying value of all financial assets and liabilities approximates to their
fair value.
Derivatives, financial instruments and risk management
The Group does not use derivative instruments or other financial instruments
to manage its exposure to fluctuations in foreign currency exchange rates,
interest rates and commodity prices.
Foreign currency risk
The Group operates in a global market with income and costs arising in a
number of currencies and is exposed to foreign currency risk arising from
commercial transactions, translation of assets and liabilities and net
investment in foreign subsidiaries. Exposure to commercial transactions arise
from sales or purchases by operating companies in currencies other than the
Group's functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through its
foreign currency denominated cash balances, trade receivables and payables:
31 December 2025 31 December 2024
£ GBP £'000 £'000
Cash and cash equivalents 2 19
Trade and other receivables 50 58
Trade and other payables (56) (49)
(4) 28
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group . The Group
has adopted a policy of only dealing with creditworthy counterparties. The
Group's exposure and the credit ratings of its counterparties are monitored by
the Board of Directors to ensure that the aggregate value of transactions is
spread amongst approved counterparties.
The Group applies IFRS 9 to measure expected credit losses for receivables,
these are regularly monitored and assessed. Receivables are subject to an
expected credit loss provision when it is probable that amounts outstanding
are not recoverable as set out in the accounting policy.
The Group's principal financial assets are cash and cash equivalents. Cash
equivalents include amounts held on deposit with financial institutions.
The credit risk on liquid funds held in current accounts and available on
demand is limited because the Group's counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.
The Group has zero trade receivables and therefore there is no risk relating
to a 3(rd) party being unable to service its obligations.
The Group's maximum exposure to credit risk is limited to the carrying amount
of financial assets recorded in the financial statements.
Interest rate risk
The Group currently has no borrowings. The Group's principal financial assets
are cash and cash equivalents. Cash equivalents include amounts held on
deposit with financial institutions. The effect of variable interest rates is
not significant.
Liquidity risk
During the period ended 31 December 2025, the Group was primarily financed by
cash raised through equity funding. Funds raised surplus to immediate
requirements are held as cash deposits in Sterling except for minor working
capital requirements held in subsidiary bank accounts.
In managing liquidity risk, the main objective of the Group is to ensure that
it has the ability to pay all its liabilities as they fall due. The Group
monitors its levels of working capital to ensure that it can meet its
liabilities as they fall due.
The table below shows the undiscounted cash flows on the Group's financial
liabilities as at 31 December 2025 on the basis of their earliest possible
contractual maturity.
Total Within 2 months Within 2-6 months
£'000 £'000 £'000
At 31 December 2025
Trade payables 282 124 158
24. Financial assets and liabilities
Financial assets/liabilities at amortised cost
Group - Year ended 31 December 2025 2024
£'000 £'000
Trade and other receivables (1) 2,031 86
Cash and cash equivalents 442 678
Trade and other payables (2) (125) (72)
2,348 692
Financial assets/liabilities at amortised cost
Company - Year ended 31 December 2025 2024
£'000 £'000
Trade and other receivables (1) 1,974 33
Cash and cash equivalents 440 658
Trade and other payables (2) (68) (23)
2,346 668
(1) Trade and other receivables excludes prepayments
(2) Trade and other payables excludes accruals
25. Statement of Net Debt
Group Company
Year ended 31 December 2025 Year ended 31 December 2024 Year ended 31 December 2025 Year ended 31 December 2024
£'000 £'000 £'000 £'000
Total bank loans and overdraft - - - -
Less: cash and cash equivalents (442) (678) (440) (658)
Net debt / (cash) (442) (678) (440) (658)
Total equity attributable to shareholders of the parent 2,435 3,155 12,368 11,483
Gearing n/a n/a n/a n/a
26. Related Party Transactions
Orana Corporate LLP - Service Agreement
During the year, £54,000 of fees were accrued to Orana Corporate LLP (2024:
£45,000), of which £5,520 was owing at year end (2024: £5,430) for the
provision of corporate accounting services. Anthony Eastman is a director of
East Star Resources PLC and Orana.
Other than these there were no other related party transactions.
Directors remuneration
See Directors report for details on Directors remuneration in the period.
27. Ultimate Controlling Party
As at 31 December 2025, there was no ultimate controlling party of the Group.
28. Capital Commitments
The Group is committed to the following minimum expenditure across various
licenses within 12 months from 31 December 2025:
License area License Owner Annual minimal expenditures on exploration
£'000
Apmintas 774-EL Chu-Ili Resources Limited 102
RA 1 1799-EL Discovery Ventures Kazakhstan Limited 39
RA 3 1795-EL Discovery Ventures Kazakhstan Limited 29
Snowy 2506-EL Copperland Limited 29
RA 4 2546-EL Discovery Ventures Kazakhstan Limited 8
RA 5 3631-EL Discovery Ventures Kazakhstan Limited 8
Piket 3720-EL Copperland Limited 34
Judzha 3724-EL Discovery Ventures Kazakhstan Limited 15
Total 264
29. Contingent assets
VAT recoverable
The subsidiaries of East Star Resources had accrued an amount of £12,887
(2024: £38,000) relating to VAT incurred on expenditure on the various mining
licenses to 31 December 2025. As the Group is currently not generating revenue
these amounts cannot be offset but are retained if revenue is generated in a
period of 5 years from incurring the expense.
Per "IAS 37 - Provisions, Contingent Liabilities and Contingent Assets" this
amount should not be recognised as an asset due to the uncertainty of economic
benefits flowing to the Group but is disclosed as a contingent asset as the
inflow of economic benefits is probable.
30. Contingent liabilities
There were no contingent liabilities over the Group as at 31 December 2025.
31. Events subsequent to year end
Convertible Loan Note Conversion
On 10 February 2026, the £1.711 million unsecured convertible loan note
("CLN") held by Endeavour Mining PLC (LSE: EDV/TSX: EDV) and recognised as a
non-current liability at 31 December 2025 (see Note 17), was converted into
equity.
The conversion resulted in the allotment of 74,391,304 new ordinary shares in
the Company at a conversion price of £0.023 per share. The new shares were
admitted to trading on the Main Market of the London Stock Exchange and to
listing on the equity shares (transition) category of the FCA's Official List
on 16 February 2026.
Following this conversion, Endeavour Mining's ownership in the Company
increased to 78,591,304 ordinary shares, representing 14.3% of the Company's
issued share capital. Endeavour Mining, a FTSE 100 constituent and one of the
world's leading gold producers, has made a total investment into the Company
of over £1.8 million. Following these transactions, the Company's total
issued share capital comprises 549,566,384 ordinary shares with voting rights,
with no shares held in Treasury.
Incorporation of Joint Venture Entities - Endeavour Mining JV
Subsequent to the year end, East Star incorporated Cook JV Co in the Astana
International Financial Centre, being the joint venture company established
pursuant to the Earn-In and Joint Venture Agreement with Endeavour Exploration
Limited dated 13 November 2025. Cook JV Co in turn incorporated Cook
Exploration, a limited liability partnership under Kazakhstani law, to hold
and operate the Project Licences. Both entities were incorporated after 31
December 2025 and are not included in the subsidiary list at the balance sheet
date.
East Star holds 100% of Cook JV Co pending Endeavour's earn-in. Upon Endeavour
acquiring its Stage 1 interest of 51%, Cook JV Co will be deconsolidated and
reclassified as a joint arrangement under IFRS 11. Given that US$2.3 million
has already been committed under Stage 1, this transition may occur during the
year ending 31 December 2026 and will be disclosed accordingly.
Xinhai Mining Joint Venture Agreement
On 19 March 2026, East Star formalised a joint venture agreement with Hong
Kong Xinhai Mining Services Limited ("Xinhai") for the development of the
Verkhuba Copper Deposit (RA 3, Licence 1795-EL). Under the agreement, Xinhai
will fund 100% of all costs from resource definition drilling through to
commissioning - an estimated US$65 million - in exchange for up to a 70%
interest in a newly incorporated joint venture company. East Star is fully
carried and retains a 30% interest in the producing mine. Resource definition
drilling is targeted to commence by June 2026.
The JVA gives binding legal effect to the Heads of Agreement signed on 11
December 2025, referenced in Notes 10 and 13, and is treated as a
non-adjusting post-balance sheet event under IAS 10.
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