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REG - ECR Minerals PLC - Financial Results for Year Ended 30 September 2025

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RNS Number : 3981V  ECR Minerals PLC  05 March 2026

 

 

5 March 2026

 

ECR MINERALS PLC

 

("ECR Minerals", "ECR" or the "Company")

 

Audited Financial Results for Year Ended 30 September 2025

 

Annual Report

 

Notice of AGM

 

ECR Minerals plc (LON: ECR), the exploration and development company focused
on gold in Australia, is pleased to announce the publication of its audited
financial statements for the twelve months ended 30 September 2025 ("FY
2025").

 

Copies of the Annual Report and Accounts for FY 2025 with the notice of annual
general meeting have been posted to shareholders and will shortly be available
on the Company's website at https://www.ecrminerals.com
(https://www.ecrminerals.com) .

 

The Company intends to hold its annual general meeting at 10.00
am on Friday 27 March 2025 at the offices of Allenby Capital Limited, 5(th)
floor, 5 St. Helen's Place, London EC3A 6AB.

 

Below is an extract from comments made by Chairman Nick Tulloch in the Annual
Report and Accounts for FY 2025:

 

"During 2025 we have very significantly advanced our assets. The Raglan
project and Blue Mountain are the near-term talking points in terms of the
production opportunities this year.  Alluvial gold is a powerful model for a
company of our size, with its low capital expenditure and faster development
profile.  We continue to be open to further opportunities at these
projects.  But the scale of our ambition is wider than that and we are
fortunate to have an extensive portfolio. Lolworth is perhaps the standout
project with a district-scale gold and silver opportunity, but we must also
not lose sight of the Victorian tenements.  What was once ECR's heartland
remains a considerable asset to the company.

 

Finally, my thanks to all of our shareholders for supporting us. I am
frequently reminded that the ride on ECR is not always smooth and there have
been challenges to get where we are today.  But I will finish where I
started.  ECR is a very different company to what it was even a few years
ago.  We all have considerable cause for optimism as we become a gold
producer and miner.  We will not forget our exploration roots and so we will
also advance our other assets and our policy of keeping a tight rein on costs
remains unchanged. I look forward to reporting back to you with further
progress during 2026."

 

Financial Summary for Year Ending 30 September 2025

For the year to 30 September 2025, the Group recorded a total comprehensive
loss attributable to shareholders of the Company of £1,299,504, an increase
compared with £1,183,181 for the year to 30 September 2024. The largest
contributor to the total comprehensive loss was the administrative expenses.

 

The Group's net assets as at 30 September 2025 were £5,161,041 in comparison
with £5,240,546 at 30 September 2024.

 

Market Abuse Regulations (EU) No. 596/2014

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.

 

Review of Announcement by Qualified Person

 

This announcement has been reviewed by Adam Jones, Chief Geologist at ECR
Minerals plc. Adam Jones is a professional geologist and is a Member of the
Australian Institute of Geoscientists (MAIG). He is a qualified person as that
term is defined by the AIM Note for Mining, Oil and Gas Companies.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

 ECR Minerals plc                                                                                                                                                                                                                                   Tel: +44 (0) 20 8080 8176
 Nick Tulloch, Chairman                                                                                                                                                                                                                             info@ecrminerals.com (mailto:info@ecrminerals.com)

 Andrew Scott, Director

 Website: www.ecrminerals.com
 (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.ecrminerals.com%2F&esheet=51817334&newsitemid=20180605005810&lan=en-US&anchor=www.ecrminerals.com&index=1&md5=820ad49dc1fc2c84a0538453c017bc1b)

 Allenby Capital Limited                                                                                                                                                                                                                            Tel: +44 (0) 3328 5656
 Nominated Adviser and Joint Broker                                                                                                                                                                                                                 info@allenbycapital.com (mailto:info@allenbycapital.com)

 Alex Brearley / Nick Naylor / Vivek Bhardwaj (Corporate Finance)

 Kelly Gardiner (Sales and Corporate Broking)

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 Joint Broker

 Jerry Keen / Robert Bell

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 Joint Broker
 Lewis Jones

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 Joint Broker
 Nick Emerson

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 Public & Investor Relations
 Alan Green

 

ABOUT ECR MINERALS PLC

 

ECR Minerals is a mineral exploration and development company operating
through three wholly owned Australian subsidiaries ECR Minerals (Australia)
Pty Ltd ("ECR Australia"), ECR Minerals (Queensland) Pty Ltd ("ECR
Queensland") and ECR Minerals (Raglan) Pty Ltd ("ECR Raglan").

 

ECR Australia owns the Bailieston and Creswick gold projects in central
Victoria, Australia as well as the Tambo gold project in eastern Victoria.

 

Raglan Resources has a mining lease at the Raglan alluvial gold project in
central Queensland, Australia and ECR Queensland has two approved exploration
permits over the nearby Blue Mountain alluvial gold project.  ECR is
currently working to bring both projects into production.  ECR Queensland
also has three approved exploration permits covering 946 km(2) over a
relatively unexplored area in Lolworth Range in northern Queensland.
Furthermore, it has also submitted a licence application at Kondaparinga which
is approximately 120km(2) in area and located within the Hodgkinson Gold
Province, 80km NW of Mareeba, North Queensland.

 

Following the sale of the Avoca, Moormbool and Timor gold projects in
Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the
subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd
(TSX-V: LVX), ECR Australia has the right to receive up to A$2 million in
payments subject to future resource estimation or production from these
projects.

 

ECR Australia also has approximately A$76 million of unutilised tax losses
incurred during previous operations.

 

 GLOSSARY

 Ag:       Silver
 Au:       Gold
 b.c.m:    Bank cubic metres (Metric)
 g:        Grams (Metric)
 kg:       Kilogrammes (Metric)
 km:       Kilometres (Metric)
 km²:      Kilometre squared (Metric)
 M:        Metres (Metric)
 pXRF:     Portable x-ray fluorescence (analyser)

 

CHAIRMAN'S REVIEW

For the year ended 30 September 2025

 

The annual report and accounts for the year to 30 September 2025 is the third
annual report that I have presented since joining the Company in September
2023.  But it is perhaps, in the board's view, ECR's first annual report in
which we can declare that the Company has truly evolved.  By this, I am
referring to our graduation from explorer to near-term producer during 2026.
We have made no secret of the fact that ECR, back in September 2023, was in a
difficult place financially.  However, we also acknowledged that the
Company's asset base had been overlooked in its potential.

 

The journey to get to where we are now has been hard but also rewarding.  We
have refinanced the Company, reinvigorated its operations and, above, taken
the first steps towards generating revenue.  As we look forward for the
remainder of 2026 and beyond, we can be optimistic about the future.

 

In some respects, we have broken the mould of small-cap resources companies by
planning to bring our own leading projects into production rather than opting
for the more traditional route of bringing in a larger partner, either through
a sale or farm out.  It is our firm view that keeping this work in-house will
in time be to greater benefit of our shareholders.

 

We have a strong balance sheet.  The placing concluded in January 2026 raised
£1.5 million, a sum substantially in excess of the typical running costs of
ECR.  We commenced production plans at the Raglan project just one month
after acquiring it.  We also expect the Raglan project to be joined this year
in initial gold production by the nearby and bigger Blue Mountain project.
On top of this, ECR carries A$76 million of unutilised tax losses meaning that
we believe it will be many years before our successes in gold mining become
taxable profits.

 

Mention should be made of commodity prices.  Gold, and more recently, silver
have been very strong in the past two years.  This has renewed investor
interest in gold explorers and producers as well as created opportunities
around potential projects. I said last year that we expected a natural
extension of this would be increased merger and acquisition activity.  Our
successful acquisition of the Raglan Project is a case in point but we will
remain cautiously opportunistic to other acquisition or joint-venture
opportunities as they present themselves.

 

Most importantly though, rising prices are quickly changing the economics of
our own projects.   We initially modelled Blue Mountain production at levels
of less than half of where gold prices are currently trading at and we applied
the same conservative approach to the Raglan project.  It is of course
stating the obvious that our future operating margins would increase in line
with commodity price rises but, just as importantly, shareholders should know
that our projects are also resilient to weaker markets.

 

Highlights of the year under review include:

·     Several advances at Blue Mountain which have, in our view, provided
confidence that commercial gold mining can be carried out there

·     A maiden drilling campaign in Tambo confirmed the association of
gold mineralisation with quartz veining adjacent to the main shear zone

·     A total of 28 reverse circulation drill holes were completed over
two gold prospects at the Lolworth project

·     A diamond drilling programme intersected gold and antimony
mineralisation at Bailieston

 

I had a productive visit to Australia in January and February of this year
which included two days at the Raglan project in Queensland and a tour of our
Victoria tenements with ECR's Chief Geologist Adam Jones and ECR Director
Chris Gibbs.  The Raglan project is covered in greater detail below but first
impressions of the site were beyond our top end of expectations due to the
very high quality alluvial mining facility in place.  We have high hopes for
this project.  Victoria, which has been at the forefront of our operations in
the past, took more of a back seat in our operations over the past 12 months,
but this is a reflection of the pace of our progress in Queensland.  We still
have considerable opportunities in Victoria, and we will keep these under
review as we begin to generate cash from gold production at Raglan and in due
course Blue Mountain.

 

During the year the board underwent some changes.  Dr Trevor Davenport, who
worked with us for three years, announced his retirement in December 2024.
Mike Whitlow, who joined ECR with me in September 2023, also departed in July
2025.  My thanks go to them both.  In their place, we were joined by Mike
Parker in August 2025 and Chris Gibbs at the end of 2025.  Mike and Chris are
both industry veterans and each of them have experience in bringing mining
projects into production.  It did not take our investor base long to connect
the dots - their arrival at ECR coincides with our move to become a producing
company.  I am also very pleased to report that ECR proposes to extend Chris'
remit by taking on an additional consultancy role with us and overseeing our
operations in Australia, further details of which can be found in the
remuneration report.

 

With a healthy balance sheet and the beginnings of gold production, we can
reflect with satisfaction on our achievements.  But the job is far from done
and investors who know us well will also know that we are not a team to bask
in short term successes.  We are fully committed to drive further shareholder
value from here.

 

As I have said in previous years, it remains important to the board that we
demonstrated our conviction to shareholders by accepting remuneration in
shares.  A salary sacrifice scheme was in operation throughout the year and
remains in place. Since its implementation in 2023, the board has sacrificed
or settled £560,000 of remuneration in return for 236,901,881 new ordinary
shares in ECR.  No member of the current board of ECR has ever sold any ECR
shares.

 

DISPOSALS OF NON-CORE ASSETS

 

In November 2024, we announced that we had accepted an offer for the 20 acres
of land that we owned at Brewing Lane in Victoria for A$225,000.  The land
formed part of our Creswick tenements but the sale does not affect the mineral
rights.  The sale duly completed in March 2025.

 

This sale completed the realignment of our balance sheet by disposing of
capital assets no longer required by the Company.

 

QUEENSLAND

 

Lolworth Project

 

At approximately 900 km(2) in total, our Lolworth project represents our
largest tenement by land size. Given its enviable location, it is perhaps
surprising that the area has seen little modern exploration despite the
presence of gold in the nearby area.  The rocks of the Lolworth area are
considered by ECR to be similar to the host rocks in the nearby and well-known
gold rich provinces of Charters Towers and Ravenswood and we consider that the
results from this year's work have gone some way to evidence the geological
resemblance.

 

Our exploration to date identified multiple gold bearing streams within the
area giving us the confidence to undertake a maiden drilling programme at the
project during September and October 2025.

 

A total of 28 reverse circulation drill holes were completed over two gold
prospects at the Lolworth Project known as Uncle Terry and Gorge Creek West.
This is the first drilling campaign to be completed by an exploration company
within this part of the Lolworth Range. Drilling followed up on previous
years' rock chip sampling of outcrops, where sporadic Galena (AgPb sulphide)
mineralisation had been observed.

 

The Uncle Terry prospect was formally named and discovered by previous
tenement holders A.R.I Limited in 1988 where Galena was observed in a quartz
outcrop. Grab samples from the outcrop during their discovery included grades
of 34 g/t Au and 6 g/t Au. The original location of the discovery has only
been recently identified. The outcrop was initially thought to strike in a
north-south direction; however, ECR's recent mapping and drill programme
suggests that the vein strikes east-west, dipping to the south.

 

Six drill holes (LWDR001 to LWDR006 and LWDR008 to LWDR009) were initially
drilled underneath and down plunge of the original Uncle Terry discovery
outcrop.  Another six holes (LWDR007 and LWDR010 to LWDR013) were drilled
just south of the discovery site to test for mineralisation located underneath
sporadic quartz outcrops where previous rock chips with grades of up to 75 g/t
Au have been taken.  Eight holes (LWDR014 to LWDR021) were drilled underneath
a swarm of quartz shear zones located towards the south of the prospect.

 

Seven holes (LWDR022 to LWDR028) were drilled underneath a north-south
striking quartz stockwork zone at Gorge Creek West. Previous campaigns of rock
chipping and channel sampling across this outcrop have returned values
including grades of 14.7 g/t Au and 50.2 g/t Ag and 6.34 g/t Au and 5.2 g/t
Ag.

 

A total of 1,058 metres were drilled during this maiden campaign. All of the
drilling was shallow with a maximum depth of 45 metres. All samples were split
at the drill rig into 2 to 5 kg samples. Analysis of the samples was
undertaken at ALS Global's Townsville laboratory using methods AuAA-26 (50g
fire assay for gold) and ME-ICP41 for multi-element analysis (Ag, As etc).

 

Drilling underneath the Uncle Terry discovery outcrop has demonstrated that
mineralisation extends underneath dipping to the south as hypothesised, with
silver intercepts up to 4m @ 7.18 g/t Ag from 33m deep.

 

Drilling also showed localised gold mineralisation underneath quartz outcrops
immediately south of the Uncle Terry outcrop, such as 2m @ 3.57 g/t Au from
14m in hole LWDR012. This intercept is directly underneath an outcrop that had
previously graded 75 g/t Au from rock chip sampling. Drill holes also showed
evidence of multiple parallel veinlets with multiple mineralised intercepts
including 1m @ 1.44 g/t Au (LWDR011), 1m @ 0.58 g/t Au (LWDR011), 1m @ 0.74
g/t Au (LWDR024).

 

Previous mapping of the outcrop at Gorge Creek West showed that the stockwork
zone consists of a network of narrow north-south striking quartz shears.
Drilling picked up on some of these broader mineralised zones such as 4m @
0.33 g/t Au (LWDR026).

 

A particular highlight of the results is the predominant silver mineralisation
at both prospects.

 

Previous soil sampling at Uncle Terry was analysed with a pXRF analyser. It
has been hypothesised that high Lead (Pb) concentrations in soil could be
related to a silver mineralisation system. A number of high Pb anomalies were
identified across the greater Uncle Terry area. During the drilling campaign,
a number of Pb soil anomaly locations were visited, mapped and any outcrop
sampled. A number of outcrops were found to contain visible spotty galena
within quartz shear zones. Rock chip sampling results confirm the presence of
silver mineralisation and also confirm the high probability of linking high
lead anomalies within the soil to silver mineralisation in the area. The best
outcrop is located in the centre of the Uncle Terry prospect. This outcrop can
be traced along a broken line for approximately 70 metres. Best rock chip
sampling results include 44.9, 46.5, 35.2 g/t Ag. Geochemistry mapping
indicates that mineralisation is contained within NNW and NNE striking
structural trends, with the strongest mineralisation concentrated around the
intersection of such structures.

 

The results from this maiden drill programme demonstrate the presence of
silver and gold mineralisation at shallow depths within these two prospects at
the Lolworth Project. Outcrop mapping and geochemistry also indicates that
silver mineralisation is also broader than the areas drilled. Due to time
constraints and drilling logistics, these outcrops were not able to be drilled
whilst the rig was present on site on this occasion. However, off the back of
these highly encouraging results, the Board believes that these outcrops (and
other prospects) should be drilled during the next campaign at the Lolworth
Project. Proposed follow up drilling methods would include diamond drilling,
which will allow structural measurements to be taken and to determine what is
controlling this mineralisation. Deeper drillholes will also be beneficial on
both prospects.

 

This drilling campaign and associated mapping has significantly increased
ECR's understanding of mineralisation at the Lolworth Project.  In addition,
the team have established that a number of other anomalies exist adjacent to
these areas drilled which show similar geological traits. These include:

 

·     A mineralised vein traceable for over 30m lying 350m east of Gorge
Creek West. Rock chip samples of up to 14 g/t Au and 54 g/t Ag have been
obtained from here.

·     Visible gold halo in soils with no visible outcrop located only
170m west of the drilling at Gorge Creek West, indicating other blind
deposits.

·     At Flaggy Creek, sub-cropping multiple narrow quartz veins over an
area 70m x 100m. Rock chip samples of up to 6.6 g/t Au and 24.3 g/t Ag have
been obtained from here.

 

ECR also intends to follow up with the Geological Survey of Queensland ("GSQ")
and James Cook University in Queensland, both of whom have previously
collaborated with ECR in examining the critical minerals potential at Lolworth
Stream, in particular Niobium and Tantalum.

 

Kondaparinga Licence

 

In 2023, we applied for EPM28910 at Kondaparinga, an extensive area that is
proximate to other exploration projects. We have been working through the
process for the licence to be granted but, to date, the native title
requirements have been cost prohibitive in advancing further.  We continue to
work on an economic solution but, with the increase in activity elsewhere in
the group and particularly with our focus on the alluvial gold production
projects, Kondaparinga has intentionally slipped down our list of priorities.

 

Blue Mountain Project

 

If Lolworth might be our flagship project of tomorrow then Blue Mountain is
our flagship project of today.  In 2024, we commissioned Gekko Systems Pty
Limited ("Gekko") to carry out a single stage gravity recoverable gold test
and sighter leach test on samples of the ore collected at Blue Mountain.
This demonstrated a recovery rate of 91.7% gold into 0.40% of the mass and
suggested that the ore located at Blue Mountain is suitable for gravity
concentration using a batch centrifugal concentrator.

 

A historic (non-JORC compliant) report within this region for the South
Kariboe Creek and Denny's Gully parts of the project area prepared by Normin
Consultants Pty Ltd estimated a potential 1,426,800 bank cubic metre (b.c.m)
at 0.60 grammes per b.c.m. implying 27,526 oz Au.

 

In July 2024, we completed eight test trenches on the upper reaches of South
Kariboe Creek.  A total of 15.4 cubic metres of alluvial gravel was processed
through a pilot trommel wash plant, yielding 9.95 grammes of visible gold, an
overall average of 1.55 grammes per b.c.m. which was significantly higher than
previous estimates.

 

Against this backdrop of encouraging data, we took a reverse circulation
drilling rig to site in 2025.  During July and August, ECR drilled almost 400
holes across the Lower Patterson, Windmill and Upper Kariboe Creek areas at
Blue Mountain.  The objective was to identify shallow, mineable alluvial
gold deposits suitable for cost-efficient production.

 

Each hole was drilled from surface to bedrock, with samples collected every
metre and assessed for gold content, material type and the presence
of visible gold. Concentrated gravel samples were fire-assayed at On-Site
Laboratory Services in Bendigo, and gold recovered was used to
estimate grammes of gold per bank cubic metre (b.c.m).

 

Inevitably, gold particle size and distribution vary in alluvial systems, but
the drilling campaign provided a clear, reliable picture of the gold trail,
allowing ECR to identify high-priority potential production zones with growing
confidence.

 

At the Lower Patterson area, the strongest mineralised intervals (≥0.15 g
per b.c.m) were recorded in three drill sections, including total aggregated
widths of 66 metres in Section 1, 11 metres in Section 2, and 81 metres across
four zones in Section 3. These results highlight the very extensive scale of
gold-bearing gravels within the Lower Patterson area.

 

Alongside this, the previously untested, unmined creek flat at Upper Kariboe
Creek has emerged as one of the strongest alluvial targets in the project to
date and, as a consequence, represents a further potential extension of the
potential production zones in the project area.

 

ECR recorded 19 samples above the 0.15 g/b.c.m cut-off, ranging from 0.16
g/b.c.m up to 6.52 g/b.c.m as well as multiple high-grade intersections
containing coarse, nuggety gold, suggesting proximity to a primary source.
Mineralisation appears to form a continuous, mineable corridor approximately
230 metres long, with widths between 6 - 35 metres.

 

Upper Kariboe Creek is the first area where ECR confirmed larger visible gold
particles, representing a significant step forward in confidence.

 

Wash Plant Trials (Lower Patterson)

To validate drill grades under more real-world conditions, four bulk samples
were run through a trial wash plant at Lower Patterson. These tests simulated
future production and confirmed highly recoverable gold values with average
trial grade: 0.35 g/b.c.m and consistent recovery across all samples.

 

Taken together, the drilling and wash-plant outcomes reinforce Lower Patterson
as a commercially attractive start-up mining area, with potential for
near-term development.

 

Next steps at Blue Mountain are to secure a mining lease over the areas that
we have identified as prospective for alluvial gold mining.  This process is
underway and our operations at the Raglan project (described below), are
expected to provide us with a strong platform to expand into this project
area. When we acquired the Raglan Project, it was our intention from the
outset to share plant and equipment, staff and expertise across the two sites.

 

Raglan Project

 

Acquired after the year end, the Raglan Project is located between Rockhampton
and Gladstone in central Queensland and comprises a granted mining lease
covering approximately 300 acres. Historically, the site has produced coarse
alluvial gold, and recent prospecting has confirmed the continued presence of
gold-bearing gravels. The Raglan Project was acquired with a comprehensive
package of infrastructure including a near-new 60 tonne-per-hour gravity
processing plant, gold room, water supply, fuel storage, and mobile plant
vehicles - enabling rapid- recommencement of operations.

 

The Raglan Project's equipment and production team are also expected to
provide a stepping stone to assist with operations at Blue Mountain, which is
a larger project, accelerating the pathway to production across ECR's wider
Queensland portfolio.

 

It was pleasing to find that the Raglan Project has been developed to a very
high standard.  We have had a team on site for around a month now and a great
deal has been achieved already.   We expect to be working at the Raglan
project for several years and so we have taken the time to establish a robust
operating process.  Health and safety policies have been updated, site staff
are taken through an induction process and all plant and equipment has been
serviced.  As we announced on 10 February 2026, we have already defined a
Phase 1 mine plan focused on a clearly delineated section of the historic
river system.  Our internal analysis, which the Board considers conservative,
indicates potential to recover approximately 938 ounces of gold in Phase 1,
which would have an illustrative gross in-situ value of approximately A$7
million at prevailing gold prices at the time of announcement.

 

VICTORIA

 

Creswick

 

In September 2025 we announced that ECR had entered into a non-binding heads
of terms with Exertis Pty Ltd trading as Bold Gold ("Bold Gold") for a
proposed joint venture ("JV") over the Company's Creswick Gold Project.

 

Under the proposed JV, Bold Gold will be responsible for all mandated
expenditure on the Creswick licences during the proposed JV period, up to a
limit of A$3 million, for which it would earn a maximum 80% interest in the
project. ECR's only commitment will be to assist Bold Gold in certain renewals
of the Project's licences.

 

In is proposed that upon the execution of a binding joint venture agreement,
Bold Gold will commit to a minimum exploration spend of A$250,000 during the
first 12 months of the JV.  Following this, Bold Gold will also commit to
spend an aggregate of A$1.25 million on exploration in the Project area over a
two-year period, to earn an interest of 51% in the Project. Thereafter, Bold
Gold would spend a further A$1.75 million (or A$1.5 million should part of the
Project be converted into a retention licence or otherwise renewed) on
exploration in the project area over a further two-year period, to earn an
interest of 80% in the project.

 

Bold Gold would be obliged to spend not less than an aggregate of A$1.25
million before it secures any interest in the Project.

 

A joint venture committee will also be established, comprising two
representatives from each company, to determine the project's work programme.

 

At the point at which Bold Gold earns into 80% of Creswick, ECR can elect
either to pay for its 20% share of future operational expenditure on the
Project area or convert its interest to a royalty on terms to be agreed at
that time.

 

The Board views the proposed JV as consistent with its strategy of maximising
value from its Victorian assets while prioritising its own time and resources
on exploration and nearer-term production opportunities in Queensland.

 

The pace on the proposed JV has quickened in recent weeks.  We had a
constructive meeting with the Bold Gold team in Melbourne at the start of
February and Bold Gold have conducted two site visits and are establishing
their operations team. We are in regular contact with them and we are working
towards a conclusion of these discussions.

Bailieston

 

On 3 July 2024, ECR announced that the Bailieston project's sampling uncovered
high-grade antimony, with hole BH3DD019 hitting 32% Sb over 0.3m and BH3DD027
yielding 1.2% Sb over 0.1m. As a consequence, during the year we undertook a
follow-up programme including diamond drilling to investigate these targets
further.

 

In 2025, our geology team reviewed historical pXRF data from soil sampling
campaigns conducted at the Bailieston Project between 2020 and 2022.
Statistical analysis defined eight sub-populations of increasing antimony
values. These were then spatially correlated with known mineralised vein
systems, revealing four key antimony anomalies along the Hardup, Hardup South,
Scanlons and Scoulars veins.

 

In 2025, to verify the soil sampling results, 72 rock chip samples were
collected from oxidised, veined and sheared material within historical
trenches and pits. Seven of these were in-situ channel samples taken across
exposed mineralised structures.

 

The key rock chip sample results, announced on 14 April 2025, include:

●     0.3m @ 41.3 g/t Au, 0.89% Sb

●     0.5m @ 36.1 g/t Au, 0.48% Sb

●     0.31m @ 10.6 g/t Au, 1.13% Sb

●     0.8m @ 6.51 g/t Au, 0.19% Sb

 

These samples were all taken from the Hardup Reef, part of a north-northeast
trending vein system that has seen limited modern exploration. Given the
current commodity price environment, these high-grade zones represent
compelling drill targets.

 

A four-hole diamond drilling programme followed and intersected gold and
antimony mineralisation in two of the holes.

 

Hole BH3DD044 delivered promising results, intersecting a 1.6m mineralised
zone from 133.0m, including 0.2m @ 3.86 g/t Au and 1.41% Sb from 133.5m,
yielding a gold equivalent grade (AuEq) of 7.62 g/t at 133.5m (based on the
prevailing A$3,500/oz gold and A$30,000/t antimony prices at the time, being
late May 2025), and 0.3m @ 3.09 g/t Au from 133.7m, with visual confirmation
of stibnite (antimony sulphide) throughout this interval. Additionally, a
shallower intercept in BH3DD044 returned 0.2m @ 0.92 g/t Au from 61.3m.

 

Hole BH3DD046 intersected 0.15m @ 0.84 g/t Au and 1.62% Sb from 135.2m.

 

The drilling programme achieved its objectives with precision, intersecting
the targeted mineralised structures within three metres of predicted depths,
with the structural orientation closely aligning with a previous high-grade
intercept in hole BH3DD019. This hole returned 0.3m at 32% Sb, reinforcing the
potential of the mineralised system.

 

Tambo

One of our first projects of the financial year was to complete a diamond
drilling campaign at Tambo consisting of five diamond drill holes a total
depth of 428 metres.  Previous rock chip assays from direct outcrop and
exposures around and within the old workings include results of 22.85 g/t Au,
26.25 g/t Au and 52.2 g/t Au coupled with highly anomalous gold in soils.

 

The drilling campaign's objective was to investigate the structural controls
on gold mineralisation and associated geochemical haloes, particularly beneath
and adjacent to the historical Duke of Cornwall mine workings.  Best results
from the overall programme include 0.4 metres @ 8.51 g/t Au from Drill Hole
DOCD002 and 0.15 metres at 10.6 g/t Au from Drill Hole DOC004.

 

The campaign provided valuable structural data, confirming the association of
gold mineralisation with quartz veining adjacent to the main shear zone. A
secondary control, possibly plunging concentrations of mineralisation along
strike, is starting to be evidenced by the drilling and will be studied in
more detail. The Duke of Cornwall Lode system remains largely untested, with
approximately 80% of its strike length unexplored.

 

Importantly, the drilling campaign successfully demonstrated that
mineralisation continues at depth below the old mine workings in key areas and
considerably enhanced our geological understanding of the prospect.

 

We have had a longstanding application for EL7486 in Tambo South which has
recently been awarded to us, thereby considerably increasing the scale of this
project and extending the exploration opportunities for us in this
increasingly active region.

 

OTHER ASSETS

 

Tax Losses

 

Over the past 20 years, ECR's Australian subsidiaries have accumulated over
A$76 million of tax losses.

 

Initially we considered selling these losses which, in practice, means selling
the subsidiary that holds the majority of them.  We commenced a sale process
in 2024 and were flattered by the response rate, ultimately entering into
non-binding heads of terms in relation to a proposed sale for a total cash
consideration of A$4.5 million.  After a protracted period of negotiations,
we took the decision at the end of February 2025 to terminate the agreement.

 

At the time, it was a decision that attracted some criticism from investors,
but we firmly believe it was the right call and recent events have supported
our plan to retain the tax losses within the Group. As explained earlier, the
commencement of operations at Raglan and the expected forthcoming operations
at Blue Mountain have given ECR a clear and present purpose for these tax
losses.  It will be several years before we reap the benefit of the full
value but it is abundantly clear that utilising the tax losses within our own
operations offers a far greater upside to shareholders than a sale.  With
that being the case, I am pleased to formally confirm that the sale process
for these tax losses has now ceased.

 

Avoca and Timor Exploration Licence Royalties

 

In April 2020, ECR's subsidiary, ECR Minerals (Australia) Pty Ltd, sold the
Avoca and Timor exploration licences and, under the terms of the sale, ECR
continues to be entitled to:

 

1.         A payment of A$1 for every ounce of gold or gold equivalent
of measured resource, indicated resource or inferred resource estimated within
the licences, up to a maximum of A$1,000,000; and

 

2.         A payment of A$1 for every ounce of gold or gold equivalent
produced from the licences, up to a maximum of A$1,000,000.

 

No payments under the Avoca and Timor exploration licence royalties were
received in the year.

 

Asset Review

 

As the Group did not generate revenue from operations during the year under
review, the Directors consider that profit and loss is a metric of less
utility than in many other businesses. For the year to 30 September 2025 the
Group recorded a total comprehensive loss of £1,299,504 compared with
£1,183,181 for the year to 30 September 2024. This is reflected principally
by administrative expenses.  With ECR now making that transition from
explorer to gold producer, I anticipate making a very different comment next
year.

 

The Group's net assets at 30 September 2025 were £5,161,041 in comparison
with £5,240,546 at 30 September 2024.

 

During the year, ECR committed the majority of its capital to drilling
campaigns and exploration activities.  However, ECR raised £950,000 before
expenses through the issue of 287,878,787 new shares at 0.33 pence per ECR
ordinary share in December 2024 which fully funded for our planned 2025
programme.  Following the end of the year, ECR raised £750,000 before
expenses through the issue of 375,000,000 new shares at 0.20 pence per ECR
ordinary share in October 2025 which funded our acquisition of the Raglan
project and, in January 2026, ECR raised a further £1,500,000 before expenses
through the issue of 599,999,991 new shares at 0.26 pence per ECR ordinary
share.  This latter fundraising is by far the largest that ECR has completed
in recent years and reflects the renewed confidence in the Company by
investors.  Moreover, we are funded for all exploration and operating
activities for the foreseeable future.

 

Despite our renewed financial strength, we will not lose sight of the
conservative business management that we have instilled in the Company.  As I
said earlier, we remain committed to a policy of remuneration partly in shares
which aligns our team with shareholders and preserves cash for our operations.

 

During 2025 we have very significantly advanced our assets. The Raglan project
and Blue Mountain are the near-term talking points in terms of the production
opportunities this year.  Alluvial gold is a powerful model for a company of
our size, with its low capital expenditure and faster development profile.
We continue to be open to further opportunities at these projects.  But the
scale of our ambition is wider than that and we are fortunate to have an
extensive portfolio. Lolworth is perhaps the standout project with a
district-scale gold and silver opportunity, but we must also not lose sight of
the Victorian tenements.  What was once ECR's heartland remains a
considerable asset to the company.

 

Finally, my thanks to all of our shareholders for supporting us. I am
frequently reminded that the ride on ECR is not always smooth and there have
been challenges to get where we are today.  But I will finish where I
started.  ECR is a very different company to what it was even a few years
ago.  We all have considerable cause for optimism as we become a gold
producer and miner.  We will not forget our exploration roots and so we will
also advance our other assets and our policy of keeping a tight rein on costs
remains unchanged. I look forward to reporting back to you with further
progress during 2026.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                            Group

                                                                            Year ended         Year ended
                                                                            30 September 2025  30 September 2024
                                                               Note          £                  £

 Continuing operations
 Other administrative expenses                                              (869,552)          (1,071,671)
 Impairment of tangible assets                                              -                  (155,262)
 Impairment of intangible assets                                            (78,983)           -
 Gain / (Loss) on other current assets                                      -                  29,597
 Gain / (Loss) on disposal of assets                                        (185)              7,500
 Share based payment                                                        (379,192)          -
 Currency exchange differences                                              -                  365
 Total administrative expenses                                              (1,327,912)        (1,189,471)
 Operating loss                                                3            (1,327,912)        (1,189,471)

 Assets held at fair value through profit and loss                          -                  832
                                                                            (1,327,912)        (1,188,639)
 Financial income                                              7            8,312              5,458
 Other income                                                               20,096             -
 Finance income and costs                                                   28,408             5,458

 Loss for the year before taxation
                                                               (1,299,504)                     (1,183,181)
 Income tax                                                    5            -                  -
 Loss for the year from continuing operations                               (1,299,504)        (1,183,181)
 Loss for the year - all attributable to owners of the parent               (1,299,504)        (1,183,181)

 

 

 Loss per share (basic and diluted) attributable to the equity holders (pence)  4  (0.060p)  (0.070p)

 

 

The period to which this consolidate statement of comprehensive income applies
was the 12-month period from 1 October 2024 to 30 September 2025.

 

There was no other comprehensive income in the period.  All activities relate
to continuing operations.

 

                                                                    Group

                                                                    Year ended         Year ended
                                                                    30 September 2025  30 September 2024
                                                                     £                  £
 Loss for the year                                                  (1,299,504)        (1,183,181)
 Items that may be reclassified subsequently to profit or loss
 (Loss)/gain on exchange translation                                (270,811)          (95,513)
 Other comprehensive loss for the year                              (270,811)          (95,513)
 Total comprehensive loss for the year                              (1,570,315)        (1,278,694)

 

CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION

 

                                                    Group                           Company

                                                    30 September      30 September  30 September      30 September
                                              Note  2025              2024          2025              2024
                                                    £                 £             £                 £
 Assets
 Non-current assets
 Property, plant and equipment                8     22,723            154,090       962               3,284
 Investments in subsidiaries                  9     -                 -             1                 1
 Intangible assets                            10    4,853,316         4,808,440     347,984           347,984
 Other receivables                            11    -                 -             6,125,840         4,416,421
                                                    4,876,039         4,962,530     6,474,787         4,767,690
 Current assets
 Trade and other receivables                  11    104,651           91,983        37,440            1,207,838
 Cash and cash equivalents                    12    324,672           281,368       314,678           247,393
                                                    429,323           373,351       352,118           1,455,231
 Total assets                                       5,305,362         5,335,881     6,826,905         6,222,921
 Current liabilities
 Trade and other payables                     14    144,321           95,335        117,192           66,373
 Total liabilities                                  144,321           95,335        117,192           66,373
 Net assets                                         5,161,041         5,240,546     6,709,713         6,156,548
 Equity attributable to owners of the parent
 Share capital                                13    11,303,031        11,299,263    11,303,031        11,299,263
 Share premium                                13    56,803,237        55,695,387    56,803,237        55,695,387
 Exchange reserve                                   199,790           470,601       -                 -
 Share based payment reserve                        793,450           597,086       793,450           597,086
 Retained losses                                    (63,938,467)      (62,821,791)  (62,190,005)      (61,435,188)
 Total equity                                       5,161,041         5,240,546     6,709,713         6,156,548

 

 

The Company has elected to take the exemption under section 408 of the
Companies Act 2006 from presenting the parent company profit and loss account.
The loss for the parent company for the year was £937,645 (2024: £692,751
loss).

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                                                                Share capital  Share premium  Exchange reserve  Share based payment reserve  Retained losses   Total Equity
                                                                (Note 13)      (Note 13)
                                                                 £              £              £                 £                            £                £
 Balance at 30 September 2023                                   11,292,415     54,195,398     566,114           597,086                      (61,638,610)     5,012,403
 Loss for the year                                              -              -              -                 -                            (1,183,181)      (1,183,181)
 Loss on exchange translation                                   -              -              (95,513)          -                            -                (95,513)
 Total comprehensive loss                                       -              -              (95,513)          -                            (1,183,181)      (1,278,694)
 Shares issued                                                  5,304          1,171,633      -                 -                            -                1,176,937
 Share issue costs                                              -              (30,100)       -                 -                            -                (30,100)
 Shares issued for services                                     1,544          358,456        -                 -                            -                360,000
 Share based payment                                            -              -              -                 -                            -                -
 Total transactions with owners, recognised directly in equity  6,848          1,499,989      -                 -                            -                1,506,837
 Balance at 30 September 2024                                   11,299,263     55,695,387     470,601           597,086                      (62,821,791)     5,240,546
 Loss for the year                                              -              -              -                 -                            (1,299,504)      (1,299,504)
 Loss on exchange translation                                   -              -              (270,811)         -                            -                (270,811)
 Total comprehensive loss                                       -              -              (270,811)         -                            (1,299,504)      (1,570,315)
 Shares issued                                                  2,879          947,121        -                 -                            -                950,000
 Share issue costs                                              -              (52,000)       -                 -                            -                (52,000)
 Shares issued for services                                     889            212,729        -                 -                            -                213,618
 Share based payment                                            -              -              -                 379,192                      -                379,192
 Expired share options                                          -              -              -                  (182,828)                   182,828          -
 Total transactions with owners, recognised directly in equity  3,768          1,107,850      (270,811)         196,364                      (1,116,676)      (79,505)
 Balance at 30 September 2025                                   11,303,031     56,803,237     199,790           793,450                      (63,938,467)     5,161,041

 

                                  Share capital                             Share premium     Share based payment reserve     Retained losses          Total Equity
                                  (Note 13)                                 (Note 13)
                                   £                                         £                 £                               £                       £
 Balance at 30 September 2023                                      11,292,415        54,195,398               597,086                 (60,742,437)           5,342,462
 Loss for the year                                                 -                 -                        -                       (692,751)              (692,751)
 Total comprehensive loss                                          -                 -                        -                       (692,751)              (692,751)
 Shares issued                                                     5,304             1,171,633                -                       -                      1,176,937
 Share issue costs                                                 -                 (30,100)                 -                       -                      (30,100)
 Shares issued for services                                        1,544             358,456                  -                       -                      360,000
 Share based payment                                               -                 -                        -                       -                      -
 Total transactions with owners, recognised directly in equity     6,848             1,499,989                -                       -                      1,506,837
 Balance at 30 September 2024                                      11,299,263        55,695,387               597,086                 (61,435,188)           6,156,548
 Total comprehensive loss                                          -        -                                 -                       (937,645)                     (937,645)
 Shares issued                                                     2,879             947,121                  -                       -                             950,000
 Share issue costs                                                  -                (52,000)                 -                       -                             (52,000)
 Shares issued for services                                        889               212,729                  -                       -                             213,618
 Share based payment                                               -                 -                        379,192                         -                     379,192
 Expired share options                                             -                 -                        (182,828)                       182,828               -
 Total transactions with owners, recognised directly in equity     3,768             1,107,850                196,364                         (754,817)             553,165
 Balance at 30 September 2025                                      11,303,031        56,803,237               793,450                         (62,190,005)          6,709,713

 

 

The following describes the nature and purpose of each reserve within equity:

 

 Reserve                       Description and purpose

 Share capital                 Amount subscribed for share capital at the nominal value of £0.001 per
                               ordinary share
 Share premium                 Amount subscribed for share capital in excess of nominal value, net of share
                               issue costs
 Share based payments reserve  Amounts recognised for share-based payment transactions including share
                               options granted to employees and other parties
 Retained earnings / (losses)  Cumulative net gains and losses recognised in the consolidated statement of
                               comprehensive income

 

CONSOLIDATED AND COMPANY CASHFLOW STATEMENT

 

 Year ended         Year ended                    Year ended         Year ended
                               Note  30 September 2025  30 September 2024 (restated)  30 September 2025  30 September 2024
                                  £                  £                             £                  £
 Net cash used in operations                                20    (857,319)          (809,410)                     (283,541)          (517,181)
 Investing activities
 Purchase of property, plant & equipment                    8     -                  (792)                         -                  (792)
 Increase in exploration assets                             10    (123,859)          (387,843)                     -                  -
 Proceeds from sale of investment                                 -                  18,722                        -                  18,722
 Proceeds from sale of property, plant and equipment              118,774            226,564                       417                -
 Loan to subsidiary                                                                  -                             (555,335)          (411,031)
 Interest income                                            7     8,312              5,458                         7,744              4,249
 Net cash used in investing activities                            3,227              (137,891)                     (547,174)          (388,852)
 Financing activities
 Proceeds from issue of share capital (net of issue costs)        898,000            1,146,837                     898,000            1,146,837
 Net cash from financing activities                               898,000            1,146,837                     898,000            1,146,837
 Net change in cash and cash equivalents                          43,908             199,536                       67,285             240,804
 Cash and cash equivalents at beginning of the year               281,368            82,462                        247,393            6,589
 Effect of change in foreign exchange rates                       (604)              (630)                         -                  -
 Cash and cash equivalents at end of the year               12    324,672            281,368                       314,678            247,393

 

Non-cash transactions:

 

Shares issued for exploration
assets
-                           -

 

Shares issued for
services
213,618             360,000

 

As the Group has no borrowings or other financing liabilities, the Group have
not presented a net debt disclosure note

 

NOTES TO THE FINANCIAL STATEMENTS

 

1.            GENERAL INFORMATION

1.1          Group

 

The Company and the Group operated mineral exploration and development
projects. The Group's principal interests are located in Australia.

 

The Company is a public limited company incorporated and domiciled in England
and Wales. The registered office of the Company and its principal place of
business is Suite A, 82 James Carter Road, Mildenhall IP28 7DE. The Company is
quoted on the AIM Market (AIM) of the London Stock Exchange.

 

1.2          Company income statement

 

The Company has taken advantage of Section 408 of the Companies Act 2006 and
has not included its own profit and loss account in these financial
statements.  The loss for the financial period dealt with in the accounts of
the Company amounted to £937,645.

 

2.            PRINCIPAL ACCOUNTING POLICIES

2.1       Overall considerations

 

The principal accounting policies that have been used in the preparation of
these consolidated financial statements are set out below. The policies have
been consistently applied unless otherwise stated.

 

2.2       Basis of preparation

 

The Consolidated Financial Statements of the Group and Company have been
prepared in accordance with UK-adopted international accounting standards in
conformity with the requirements of the Companies Act 2006 and regulations
made under it.  The Company Financial Statements have been prepared under the
historical cost convention.  The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently for all
periods presented in these Consolidated Financial Statements.

 

The financial statements are prepared in pounds sterling and amounts are
rounded to the nearest thousand.

 

(i)        New and amended standards, and interpretations issued and
effective for the financial year beginning 1 October 2024

 

§ Amendments to IAS 21: The effects of Changes in Foreign Exchange Rate: Lack
of Exchangeability (effective 1 January 2025);

The Directors do not expect that the adoption of these standards has have a
material impact on the financial information of the Group or Company.

 

 

(ii)       New standards, amendments and interpretations in issue but
not yet effective

At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue for the period beginning 1 October 2024 but not yet effective:

 

§ Amendments to IFRS 9: Financial Instruments and IFRS 7: Financial
Instruments: Disclosures: Classification and Measurement of Financial
Instruments - effective 1 January 2026.

§ Amendments to IFRS 19: Subsidiaries without Public Accountability:
Disclosures - effective 1 January 2027.

§ Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates:
Translation to Hyperinflationary Presentation Currency - effective 1 January
2027.

 

2.3       Basis of consolidation

 

Where the Group has control over an investee, it is classified as a
subsidiary. The Group controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.

 

De-facto control exists in situations where the Group has the practical
ability to direct the relevant activities of the investee without holding the
majority of the voting rights. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the
entity.

 

The consolidated financial statements present the results of the Group as if
they formed a single entity. Intercompany transactions and balances between
group companies are eliminated in full.

 

The consolidated financial statements incorporate the financial statements of
the Company and one of its subsidiaries made up to 30 September 2025.
Subsidiary undertakings acquired during the period are recorded under the
acquisition method of accounting and their results consolidated from the date
of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date such control ceases.

 

The subsidiaries included are as follows:

 

ECR Minerals (Australia) Pty Ltd (Previously named Mercator Gold Australia Pty
Ltd)

ECR Minerals (Queensland) Pty Ltd (Previously named Lux Exploration Pty Ltd)

ECR Digital Ltd (Incorporated 18 June 2025)

 

Mercator Gold Holdings Pty Ltd was deregistered on 17 March 2025.

 

2.4       Going concern

 

The financial statements have been prepared on a going concern basis which
assumes that the Group will continue in operational existence for the
foreseeable future.

 

To date, the Group has been in an exploration and evaluation stage of its
development and is reliant on equity funding to finance its exploration work,
development plans and operations. Many of the Group's projects are at an early
stage and are not yet generating revenue. However, this position is changing
with the acquisition of the Raglan Project which commenced operations in 2026
and the forthcoming development of the Blue Mountain Project which is expected
to commence production during 2026.  In 2026, for the first time in its
history, the Group will be recording revenue and the returns from these two
projects have the potential to cover all overheads.

 

The Group is currently financed through investment by its shareholders and
during the period the Group raised £950,000, before costs, from the issue of
shares. More significantly, two further fundraises were completed after the
period end raising, in aggregate, £2,250,000, before costs, from the issue of
shares. The Group made a loss for the year of £1,570,315 before taxation and
foreign exchange adjustments but this is not expected to be reflective of
future performance noting its production plans as described above.
Nonetheless, the Group held bank balances of £324,672 at the year end and
£1,515,231 at 31 January 2026.

 

The Board has reviewed and challenged the completeness and accuracy of the
Group's financial projections for the next 12 months. This review included the
Group's current development plans and expenditures, forecast fixed overheads,
commitments and existing cash resources which will be used to fund these
expenditures.

 

In assessing whether the going concern assumption is appropriate, the
Directors take into account all available information for the foreseeable
future, in particular for the twelve months from the date of approval of the
financial statements. This information includes management prepared cash flows
forecasts, the Group's current cash balances and the Group's existing and
projected monthly running costs. The Directors have a reasonable expectation
that the Group have adequate resources to continue in operational existence
for the foreseeable future. Thus, they continue to adopt the going concern
basis of accounting in preparing the financial statements.

 

2.5       Foreign currency translation

The consolidated financial statements are presented in pounds sterling which
is the functional and presentational currency representing the primary
economic environment of the Group.

 

Foreign currency transactions are translated into the respective functional
currencies of the Company and its subsidiaries using the exchange rates
prevailing at the date of the transaction or at an average rate where it is
not practicable to translate individual transactions. Foreign exchange gains
and losses are recognised in the income statement.

 

Monetary assets and liabilities denominated in a foreign currency are
translated at the rates ruling at the Statement of Financial Position date.

 

The assets and liabilities of the Group's foreign operations are translated at
exchange rates ruling at the Statement of Financial Position date. Income and
expense items are translated at the average rates for the period. Exchange
differences are classified as equity and transferred to the Group's exchange
reserve. Such differences are recognised in the income statement in the
periods in which the operation is disposed of.

 

 

2.6       Cash and cash equivalents

Cash includes petty cash and cash held in current bank accounts. Cash
equivalents include short-term investments that are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes
in value.

 

2.7       Investment in subsidiaries

 

Subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity.

 

The investments in subsidiaries held by the Company are valued at cost less
any provision for impairment that is considered to have occurred, the
resultant loss being recognised in the income statement.

 

2.8       Financial instruments

 

Financial assets

The Group's financial assets comprise equity investments held as financial
assets at fair value through profit or loss as required by IFRS 9, and
financial assets at amortised cost, being cash and cash equivalents and
receivables balances. Financial assets are assigned to the respective
categories on initial recognition, based on the Group's business model for
managing financial assets, which determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both.

 

Financial assets at amortised cost are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active market. These
assets are initially measured at fair value plus transaction costs directly
attributable to their acquisition or issue, and are subsequently carried at
amortised cost using the effective interest rate method, less provision for
impairment under the expected credit loss model.

 

The Group's receivables fall into this category of financial instruments.
Discounting is omitted where the effect of discounting is immaterial.

 

Equity investments are held as financial assets at fair value through profit
or loss. These assets are initially recognised at fair value and subsequently
carried in the financial statements at fair value, with net changes recognised
in profit or loss.

 

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is primarily derecognised (i.e.
removed from the Group's consolidated statement of financial position) when:

 

•       The rights to receive cash flows from the asset have expired;
or

 

•       The Group has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received cash flows in
full without material delay to a third party under a 'pass-through'
arrangement; and either (a) the Group has transferred substantially all the
risks and rewards of the asset, or (b) the Group has neither transferred nor
retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.

 

Impairment of financial assets

The Group recognises an allowance for expected credit losses ("ECLs") for all
debt instruments not held at fair value through profit or loss.

 

The amount of the expected credit loss is measured as the difference between
all contractual cash flows that are due in accordance with the contract and
all the cash flows that are expected to be received (i.e. all cash
shortfalls), discounted at the original effective interest rate (EIR).

 

For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.

 

Financial liabilities

All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs.

 

The Group's financial liabilities include trade and other payables and are
held at amortised cost. 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.

 

Derecognition

A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.  When an existing financial liability is
replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognised in profit or loss and other
comprehensive income.

 

2.9       Exploration and Development costs

 

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. 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. Where a licence is relinquished or a project abandoned, the related
costs are written off in the period in which the event occurs. Where the Group
maintains an interest in a project, but the value of the project is considered
to be impaired, a provision against the relevant capitalised costs will be
raised. The recoverability of all exploration and development costs is
dependent upon continued good title to relevant assets being held, 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.

 

 

2.10    Property, Plant and Equipment

 

Tangible fixed assets are measured at historical cost, less accumulated
depreciation and any provision for impairment losses. Historical cost includes
expenditure that is directly attributable to bringing the assets to the
location and condition necessary for it to be capable of operating in the
manner intended by management.

 

Depreciation is charged on each part of an item of tangible fixed assets so as
to write off the cost of assets less the residual value over their estimated
useful lives, using the straight-line method. Depreciation is charged to the
income statement. The estimated useful lives are as follows:

 

 Office equipment         3 years
 Furniture and fittings   5 years
 Machinery and equipment  5 years
 Land                     Not depreciated

Useful economic lives and estimated residual values are reviewed annually and
adjusted as appropriate.

 

Expenses incurred in respect of the maintenance and repair of property, plant
and equipment are charged against income when incurred. Refurbishments and
improvements expenditure, where the benefit is expected to be long lasting, is
capitalised as part of the appropriate asset.

 

An item of property, plant and equipment ceases to be recognised upon disposal
or when no future economic benefits are expected from its use or disposal. Any
gain or loss arising on cessation of recognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying amount of
the asset) is included in the income statement in the year the asset ceases to
be recognised.

 

2.11    Impairment testing of intangible and tangible assets

 

At each balance sheet date, the Company assesses whether there is any
indication that the carrying value of any asset may be impaired.  If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).

 

2.12    Leases

 

Assets and liabilities arising from a lease are initially measured on a
present value basis. The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined, the lessee's
incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset. Lease payments are allocated between
principal and finance cost. All other short term leases are regarded as
operating leases and the payments made under them are charged to the income
statement on a straight-line basis over the lease term.

 

 

2.13    Equity

 

Equity comprises the following:

 

·    "Share capital" represents the nominal value of equity shares, both
ordinary and deferred.

·    "Share premium" represents the excess over nominal value of the fair
value of consideration received for equity shares, net of expenses of the
share issues.

·    "Other reserves" represent the fair values of share options and
warrants issued.

·    "Retained reserves" include all current and prior year results,
including fair value adjustments on financial assets, as disclosed in the
consolidated statement of comprehensive income.

·    "Exchange reserve" includes the amounts described in more detail in
the following note on foreign currency below.

 

2.14    Share-based payments or options

 

During the period, the Company issued shares to directors and employees and
shares were issued to certain PR consultants as part of their fees.

 

All goods and services received in exchange for the grant of any share-based
payment are measured at their fair values. Where employees are rewarded using
share-based payments, the fair values of employees' services are determined
indirectly by reference to the fair value of the instrument granted to the
employee.

 

The fair value is appraised at the grant date and excludes the impact of
non-market vesting conditions.  Fair value is measured by 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 non-transferability, exercise
restrictions, and behavioural considerations.

 

All equity-settled share-based payments are ultimately recognised as an
expense in the income statement with a corresponding credit to "other
reserves".

 

If vesting periods or other non-market vesting conditions apply, the expense
is allocated over the vesting period, based on the best available estimate of
the number of share options expected to vest. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made to any
expense recognised in prior years if share options ultimately exercised are
different to that estimated on vesting.

 

Upon exercise of share options, the proceeds received net of attributable
transaction costs are credited to share capital and, where appropriate, share
premium.

 

A gain or loss is recognised in profit or loss when a financial liability is
settled through the issuance of the Company's own equity instruments. The
amount of the gain or loss is calculated as the difference between the
carrying value of the financial liability extinguished and the fair value of
the equity instrument issued.

 

 

2.15    Taxation

 

The tax expense for the period comprises current tax. Tax is recognised in the
income statement, except to the extent that it relates to items recognised
directly in equity. In this case the tax is also recognised directly in other
comprehensive income or directly in equity, respectively.

 

The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Group operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities.

 

Deferred tax represents the tax expected to be payable or recoverable on the
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes.
The Company has tax losses which can be used to offset future profits.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset can be
utilised. No deferred tax asset has been recognised in the current period.

 

2.16    Provisions

 

A provision is recognised in the Statement of Financial Position when the
Group or Company has a present legal or constructive obligation as a result of
a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation. If the effect is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.

 

2.17    Critical accounting judgements and key sources of estimation
uncertainty

 

In the process of applying the entity's accounting policies, management makes
estimates and assumptions that have an effect on the amounts recognised in the
financial information. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates.  The key assumptions concerning the future, and other
key sources of estimation uncertainty at the balance sheet date, that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial period, are those relating to
the valuation of share-based payments, loans to subsidiaries and exploration
and evaluation assets.

 

Capitalisation and recoverability of exploration and development costs (Note
10):

 

Capitalised exploration and evaluation costs consist of direct costs, licence
payments and fixed salary/consultant costs, capitalised in accordance with
IFRS 6 "Exploration for and Evaluation of Mineral Resources".  The Group and
Company recognises expenditure as exploration and evaluation assets where it
determines that those assets may reasonably be successful in finding specific
mineral assets.   Exploration and evaluation assets are initially measured
at cost.  Exploration and evaluation costs are assessed for indications of
impairment at each reporting date. Where the carrying amount of an asset
exceeds its recoverable amount an impairment is recognised.  Any impairment
is recognised directly in profit or loss.

 

Recoverability of investment in subsidiaries including intra group receivables
(Notes 9 and 11)

 

The recoverability of investments in subsidiaries, including intra group
receivables, is directly linked to the recoverability of the exploration
assets in those entities, which is subject to the same estimates and
judgements as explained above.

 

3.            OPERATING LOSS

                                                                                    Year ended                                                                 Year ended

                                                                                    30 September                                                               30 September 2024
                                                                                    2025
    The operating loss is stated after charging:                                    £                                                                          £
    Depreciation of property, plant and equipment                                   12,408                                                                     62,144
    Operating lease expenses                                                        29,497                                                                     45,689
    Auditors' remuneration - fees payable to the Company's auditor for the audit    47,000                                                                     50,000
    of the parent company and consolidated financial statements

    Auditors' remuneration - fees payable to the Company's auditor for corporation  4,040                                                                      3,815
    tax services of the parent company and consolidated financial statements

 

4.            EARNINGS PER SHARE

 

      Basic and Diluted                                                     Year ended 30 September 2025  Year ended 30 September 2024

      Weighted number of shares in issue during the year                    2,163,240,626                 1,698,978,865
                                                                            £                             £
      Loss from continuing operations attributable to owners of the parent  (1,299,504)                   (1,183,181)

 

 

Basic earnings per share has been calculated by dividing the loss attributable
to equity holders of the company after taxation by the weighted average number
of shares in issue during the year. There is no difference between the basic
and diluted earnings per share as the effect on the exercise of options and
warrants would be to decrease the earnings per share.

 

Details of share options that could potentially dilute earnings per share in
future periods is set out in Note 13.

 

5.            INCOME TAX

The relationship between the expected tax expense based on the corporation tax
rate of 25% for the year ended 30 September 2025 (2024: 25%) and the tax
expense actually recognised in the income statement can be reconciled as
follows:

                                                                             Year ended 30 September  Year ended

                                                                                                      30 September
                                                                             2024                     2024
                                                                             £                        £
 Group loss for the year                                                     (1,299,504)              (1,183,181)
 Loss on activities at effective rate of corporation tax of 25% (2023: 25%)  (324,876)                (295,795)
 Expenses not deductible for tax purposes                                    151,404                  87,500
 Loss on disposal of subsidiary not deductible for tax purposes              -                        -
 Income not taxable                                                          28,408                   5,458
 Depreciation in excess of capital allowances                                12,408                   62,144
 Loss carried forward on which no deferred tax asset is recognised           132,656                  140,693

 

The Company has unused tax losses of approximately £9,247,000 (2024
£8,561,000) to carry forward and set against future profits; and the Company
has capital losses of £197,000 to carry forward and set against future
capital gains of the Company. The related deferred tax asset has not been
recognised in respect of these losses as there is no certainty in regard to
the level and timing of future profits.

 

6.            STAFF NUMBERS AND COSTS

 

 Group and Company

                                                                 Year ended 30 September                           Year ended 30 September

                                                                 2025                                              2024

                                                                 Number                                            Number
 Directors                                                       5                                                 4
 Administration                                                  1                                                 3
 Total                                                           6                                                 7

 The aggregate payroll costs of these persons were as follows:
                                                                 £                                                 £
 Staff wages and salaries                                                     19,286                                          131,278
 Directors' cash-based emoluments                                           161,000                                              38,569
 Directors' share based emoluments                                          178,500                                           299,000
 Directors' share options awarded                                343,078                                           -
 Social security costs                                                                 -                                           5,300
 Pension contributions                                                          2,243                                              3,483
                                                                            704,107                                           477,630

 

The remuneration of the directors, who are the key management personnel of the
Group, in aggregate for each of the categories specified in IAS 24 'Related
Party Disclosures' was as follows:

 

                                    £                                                 £
 Directors' cash based emoluments              161,000                                              38,569
 Directors' share based emoluments             178,500                                           299,000
 Directors' share options awarded   343,078                                           -
 Pension contributions                                    -                                                  -
                                    682,578                                                      337,569

 

Directors' remuneration

Details of remuneration earned in respect of the financial year ended 30
September 2025 by each Director are set out below:

 

                        Salary                                              Options granted
                  Paid        Accrued  Share Based     Other Adjustments              Share Based           Total
     Director     £           £                                                       £                   £
 N Tulloch        54,000      -        71,250          -                              126,397             251,647
 M Whitlow        68,000      -        71,250          -                              126,397             265,647
 T Davenport      3,000       -        9,000           -                              18,057              30,057
 A Scott          22,500      7,500    27,000          -                              72,227              129,227
 M Parker         6,000       -        -               -                              -                   6,000
                  153,500     7,500    178,500         -                              343,078             682,578

 

Year ended 30 September 2024:

 

              Salary                                                    Options granted
              Paid    Accrued  Share Based Payments  Other Adjustments  Share Based    Total
 Director     £       £                                                 £            £
 W Tang       7,000   -        33,000                (8,000)            -            32,000
 N Tulloch    12,000  500      90,000                -                  -            102,500
 M Whitlow    13,000  500      90,000                -                  -            103,500
 A Jones      29,321  1,725    20,000                (5,000)            -            46,046
 A Haythorpe  -       -        -                     (477)              -            (477)
 T Davenport  -       -        33,000                (6,000)            -            27,000
 A Scott      -       -        33,000                (6,000)            -            27,000
              61,321  2,725    299,000               (25,477)           -            337,569

 

The highest paid Director received remuneration of £265,647 (2024:
£103,500), excluding share-based payments.

 

 

 

 

 

 

 

7.            FINANCE INCOME

 

                                        Year ended 30 September 2025  Year ended 30 September 2024
 Finance income                         £                             £
 Interest on cash and cash equivalents  8,312                         5,458

 

 

8.            TANGIBLE FIXED ASSETS

 

 Group                      Furniture & fittings       Office Equipment   Machinery & equipment       Land & Building      Total
 Cost                       £                          £                  £                           £                    £
 At 1 October 2024          4,440                      46,865             110,272                     116,419              277,996
 Additions                  -                          -                  -                           -                    -
 Disposal                   -                          (2,311)                                        (109,861)            (112,172)
 Impairment                 -                          -                  -                           -                    -
 FX Rate Differences        -                          (656)              (5,828)                     (6,558)              (13,042)
 At 30 September 2025       4,440                      43,898             104,444                     -                    152,782
 Depreciation
 At 1 October 2024          3,662                      40,732             79,512                      -                    123,906
 Depreciation for the year  292                        2,354              9,762                       -                    12,408
 Disposal                   -                          (1,709)            -                           -                    (1,709)
 FX Rate Differences        -                          (452)              (4,094)                     -                    (4,546)
 At 30 September 2025       3,954                      40,925             85,180                      -                    130,059
 Net book value
 At 1 October 2024          778                        6,133              30,760                      116,419              154,090
 At 30 September 2025       486                        2,973              19,264                      -                    22,723

 Company                    Furniture & fittings       Office Equipment   Machinery & equipment       Land and Building    Total

 Cost                       £                          £                  £                           £                    £
 At 1 October 2024          2,348                      35,221             6,824                       -                    44,393
 Additions                  -                          -                  -                           -                    -
 Disposal                   -                          (2,311)            -                           -                    (2,311)
 At 30 September 2025       2,348                      32,910             6,824                       -                    42,082
 Depreciation
 At 1 October 2024          1,570                      32,715             6,824                       -                    41,109
 Depreciation for the year  292                        1,428              -                           -                    1,720
 Disposal                   -                          (1,709)            -                           -                    (1,709)
 At 30 September 2025       1,862                      32,434             6,824                       -                    41,120
 Net book value
 At 1 October 2024          778                        2,506              -                           -                    3,284
 At 30 September 2025       486                        476                -                           -                    962

 

The Group and the Company's property, plant and equipment are free from any
mortgage or charge. The comparable table for 2024 is detailed below.

 

 Group                      Furniture & fittings              Office Equipment                        Machinery & equipment                 Land & Building                             Total
 Cost                       £                                 £                                       £                                     £                                           £
 At 1 October 2023                 4,440                              45,890                               392,307                          277,820                                     720,457
 Additions                                -                                 792                                       -                                        -                        792
 Disposal                                 -                                    -                      (274,827)                                                -                        (274,827)
 Impairment                               -                                    -                                      -                     (155,262)                                   (155,262)
 FX Rate Differences                      -                                 183                               (7,208)                       (6,139)                                     (13,164)
 At 30 September 2024              4,440                              46,865                               110,272                          116,419                                     277,996
 Depreciation
 At 1 October 2023                 3,409                              32,873                               116,526                                             -                        152,808
 Depreciation for the year             253                              6,569                                55,322                                            -                        62,144
 Disposal                    -                                 -                                      (88,194)                                                 -                        (88,194)
 FX Rate Differences         -                                          1,290                         (4,142)                                                  -                        (2,852)
 At 30 September 2024              3,662                              40,732                                 79,512                                            -                        123,906
 Net book value
 At 1 October 2023                 1,031                              13,017                               275,781                          277,820                                     567,649
 At 30 September 2024                  778                              6,133                                30,760                         116,419                                     154,090

 

 Company                    Furniture & fittings              Office Equipment                Machinery & equipment                 Land and Building                           Total

 Cost                       £                                 £                               £                                     £                                           £
 At 1 October 2023                 2,348                              34,429                           6,824                                           -                        43,601
 Additions                                -                                 792                               -                                        -                        792
 At 30 September 2024              2,348                              35,221                           6,824                                           -                        44,393
 Depreciation
 At 1 October 2023                 1,317                              28,163                           6,824                                           -                        36,304
 Depreciation for the year             253                              4,552                                 -                                        -                        4,805
 At 30 September 2024              1,570                              32,715                           6,824                                           -                        41,109
 Net book value
 At 1 October 2023                 1,031                                6,266                                 -                                        -                        7,297
 At 30 September 2024                  778                              2,506                                 -                                        -                        3,284

 

9.            INVESTMENTS

 

                               Investment in subsidiaries
                               £
 Cost as at 1 October 2024     1
 Impairment                    -
 Balance at 30 September 2025  1

 

The comparable table for 2024 is detailed below:

 

                               Investment in subsidiaries
                               £
 Cost as at 1 October 2023                            1
 Impairment                                         -
 Balance at 30 September 2024                         1

 

Investment in subsidiaries

At 30 September 2025, the Company had interests in the following subsidiary
undertakings:

 

 Subsidiaries:                                                                  Principal country of incorporation  Principal activity   Description and effective country of operation  Proportion of shares held
 ECR Minerals (Australia) Pty Ltd (Previously Mercator Gold Australia Pty Ltd)  Australia                           Mineral Exploration  Australia                                       100%
 ECR Minerals (Queensland) Pty Ltd (Previously Lux Exploration Pty Ltd) *       Australia                           Mineral Exploration  Australia                                       100%

 ECR Digital Ltd                                                                Scotland                            Dormant              United Kingdom                                  100%

*Indirect subsidiaries of ECR

 Registered office addresses of the subsidiaries are as follows:

 ECR Minerals (Australia) Pty Ltd (Previously Mercator Gold Australia Pty Ltd)  Level 7, 330 Collins Street, Melbourne, Victoria, 3000, Australia
 ECR Minerals (Queensland) Pty Ltd (Previously Lux Exploration Pty Ltd)         123 Victoria Street, Eaglehawk, Victoria, 3556, Australia
 ECR Digital Ltd                                                                Arran House, Arran Road, Perth, Perthshire PH1 3DZ

 

10.          INTANGIBLE ASSETS - EXPLORATION AND DEVELOPMENT COSTS

                                    Group                                                     Company
                                    2025              2024                                    2025                                    2024
                                    £                 £                                       £                                       £
 At 1 October                        4,808,440          4,420,597                                  347,984                                 347,984
 Additions                               375,116           462,952                                             -                                       -
 Impairment                         (78,983)                           -                                       -                                       -
 FX Rate Difference                 (251,257)         (75,109)                                                 -                                       -
 At 30 September                     4,853,316          4,808,440                                  347,984                                 347,984

 

A summary of exploration and development costs of the Group is presented
below:

                                             2025              2024

                                             £                 £
 Central Victorian Gold Projects, Australia   4,036,153          4,183,111
 Queensland Gold Projects, Australia              817,163           625,329
 At 30 September                              4,853,316          4,808,440

 

 

 

 

 

 

 

ECR examines the value of its assets, specifically its exploration and
evaluation assets, as part of the audit of its accounts each year to determine
whether any of those assets should be impaired.  For the year ended 30
September 2025, the Company has applied an impairment of £78,983 relating to
costs of exploration licences no longer owned by the Group.

 

11.          TRADE AND OTHER RECEIVABLES

 

                                 Group            Company
                                 2025     2024    2025                 2024

£
£
£
£

 Non-current assets
 Amount owed by a subsidiary     -        -       6,125,840            4,416,421

 Current assets
 Amount owed by a subsidiary     -        -       -                    1,154,084
 Trade receivables               2,148    -       -                    -
 Other receivables               64,481   48,477         15,855               16,344
 Prepayments and accrued income  38,022   43,506         21,585               37,410
                                 104,651  91,983   37,440               1,207,838

 

The amount owed by a subsidiary has been reclassified to non-current assets as
the balance is not considered likely to be recovered within the 12 month
period and has accordingly been reclassified to be treated as part of the net
investment in the subsidiary. In the prior year the balance was considered
likely to be recovered within the 12 month period given the potential disposal
of the subsidiary that was under consideration at that time.

 

12.          CASH AND CASH EQUIVALENTS

                                                        Group                                         Company
                                                        2025                     2024                 2025     2024

£

£

                                                                                 £                                             £
 Cash and cash equivalents consisted of the following:
 Deposits at banks                                      324,672  281,368                              314,678  247,393
                                                        324,672  281,368                              314,678  247,393

13.          SHARE CAPITAL AND SHARE PREMIUM ACCOUNTS

 

The share capital of the Company consists of three classes of shares: ordinary
shares of 0.001p each which have equal rights to receive dividends or capital
repayments and each of which represents one vote at shareholder meetings; and
two classes of deferred shares, one of 9.9p each and the other of 0.099p each,
which have limited rights as laid out in the Company's articles.

 

In particular deferred shares carry no right to dividends or to attend or vote
at shareholder meetings and deferred share capital is only repayable after the
nominal value of the ordinary share capital has been repaid.

 

a)         Changes in issued share capital and share premium

                                                                           Deferred   Deferred 'B'  Deferred
                                        Number of shares  Ordinary shares  9.9p       0.099p        0.199p    Total shares  Share premium

                                                                           shares     shares        shares                                 Total
                                                          £                £          £             £         £             £              £
 At 1 October 2024                      1,892,760,911     18,927           7,194,816  3,828,359     257,161   11,299,263    55,695,387     66,994,650
 Issue of shares                        287,878,787       2,879            -          -             -         2,879         947,121        950,000
 less costs                             -                 -                -          -             -         -             (52,000)       (52,000)
 Shares issued in payment of creditors  5,960,568         60               -          -             -         60            14,087         14,147
 Shares issued in payment of services   82,912,688        829              -          -             -         829           198,642        199,471
 Balance at                             2,269,512,954     22,695           7,194,816  3,828,359     257,161   11,303,031    56,803,237     68,106,268

 30 September 2025

 

All the shares issued are fully paid up and none of the Company's shares are
held by any of its subsidiaries.

 

b)        Potential issue of ordinary shares

Share options

 

The number and weighted average exercise prices of share options valid at the
year-end are as follows:

 

                                           Weighted average exercise price  Number of     Weighted average exercise price  Number of

                                                                            options                                        options
                                           2025                             2025          2024                             2024
                                           £                                              £
 Exercisable at the beginning of the year  0.022                            62,076,984    0.022                            116,076,984
 Granted during the year                   0.0056                           210,000,000   -                                -
 Exercised during the year                 -                                -             -                                -
 Expired during the year                   0.013                            (14,076,984)  0.022                            (54,000,000)
 Exercisable at the end of the year        0.0087                           258,000,000   0.022                            62,076,984

 

The options outstanding at 30 September 2025 have a weighted average remaining
contractual life of 3 years and 9 months (2024: 2 years and 2 months).

 

 

The options outstanding at the end of the year have the following expiry date
and exercise prices:

 Date granted                                                                     Expiry Date      Exercise Price  No. of Options

 23 January                                                                       22 January 2027  £0.022          15,000,000
 2022
 16 April                                                                         15 April 2028    £0.011          11,000,000
 2023
 16 April                                                                         15 April 2028    £0.022          11,000,000
 2023
 16 April                                                                         15 April 2028    £0.033          11,000,000
 2023
 6 December 2024                                                                  5 December 2029  £0.005          157,500,000
 6 December 2024                                                                  5 December 2029  £0.0075         52,500,000

 

Share-based payments:

 

There were no options exercised during the year.

 

There are no warrants outstanding at the end of the year.

 

14.          TRADE AND OTHER PAYABLES

 

                                     Group                                                   Company
                                     2025                          2024                      2025                 2024

                                     £                             £                           £                    £
 Trade payables                             72,039                        28,145                    50,463                 12,855
 Social security and employee taxes               469                        5,946           -                    -
 Other creditors and accruals               71,813                        61,244                    66,729                 53,518
                                          144,321                         95,335                  117,192                  66,373

 

Trade payables and accruals principally comprise amounts outstanding for trade
purchases and continuing costs.  The Directors consider that the carrying
amount of trade and other payables approximates to their fair value.  See
also Note 18.

 

15.          CAPITAL MANAGEMENT

 

The Group's objective when managing capital is to safeguard the entity's
ability to continue as a going concern and develop its mineral exploration and
development and other activities to provide returns for shareholders and
benefits for other stakeholders.

 

The Group's capital structure comprises all the components of equity (all
share capital, share premium, retained earnings when earned and other
reserves). When considering the future capital requirements of the Group and
the potential to fund specific project development via debt, the Directors
consider the risk characteristics of the underlying assets in assessing the
optimal capital structure.

 

 

16.          RELATED PARTY TRANSACTIONS

 

                            Group         Company
                            2025   2024   2025      2024

                            £      £        £       £
 Amounts owed to Directors  7,500  2,725  7,500     1,000

 

Details of Directors' emoluments are disclosed in Note 6. The amounts owed to
Directors relate to accrued emoluments, consulting fees and expenses due.

 

During the year the Company provided additional advances of £417,301 (2024:
£415,662) under a loan to ECR Minerals (Australia) Pty Ltd and charged
expenses and management fees of £138,034 (2024: £140,385). The balance owed
to the Company is shown in Note 11.

 

The Company and the Group have no ultimate controlling party.

 

17.          COMMITMENTS AND CONTINGENCIES

 

Capital expenditure commitment

As at 30 September 2025, the Group has a commitment expenditure of $311,100
for its three tenements in Victoria but all commitments for its tenements in
Queensland are currently satisfied.

 

Contingencies

The Group entered into no agreements during the year ended 30 September 2025
which would result in disclosure of contingent assets or liabilities.

 

Leases

The Company has no operating leases.

 

18.          FINANCIAL INSTRUMENTS

 

 Group                                                2025                 2024

                                                      £                    £
 Financial assets (amortised cost)
 Trade and other receivables (excluding prepayments)         66,629               48,477
 Cash and cash equivalents                                324,672               281,368
                                                          391,301               329,845
 Financial liabilities (amortised cost)
 Trade and other payables                                 144,321                 95,335
                                                          144,321                 95,335

                                                      2025                 2024
 Company                                              £                    £
 Financial assets (amortised cost)
 Trade and other receivables (excluding prepayments)  15,855                1,170,428
 Cash and cash equivalents                                314,678               247,393
 Long-term borrowings, intra-group                     6,125,840            4,416,421
                                                       6,456,373            5,834,242
 Financial liabilities (amortised cost)
 Trade and other payables                             117,192              66,373
                                                      117,192              66,373

 

Risk management objectives and policies

The Group's principal financial assets comprise cash and cash equivalents,
trade and other receivables and investments. The Group's liabilities comprise
trade payables, other payables including taxes and social security, and
accrued expenses.

 

The Board determines as required the degree to which it is appropriate to use
financial instruments, commodity contracts or other hedging contracts to
mitigate financial risks.

 

Credit risk

The Group's cash and cash equivalents are held with major financial
institutions.  The Group monitors credit risk by reviewing the credit quality
of the financial institutions that hold the cash and cash equivalents and
restricted cash. The fair value of cash and cash equivalents at 30 September
2025 and 30 September 2024 did not differ materially from their carrying
value.

 

Management believes that the Group's exposure to credit risk is manageable.

 

The Company manages its current VAT receivables by submitting VAT returns on a
quarterly basis.  This allows the Company to receive the VAT in a timely
matter while any amounts that may come under scrutiny.  Management has no
formal credit policy in place for customers and the exposure to credit risk is
approved and monitored on an ongoing basis individually for all significant
customers.  The maximum exposure to credit risk is represented by the
carrying amount of each financial asset in the statement of financial
position.  The Group does not require collateral in respect of financial
assets.

 

Market risk

The Group's financial instruments potentially affected by market risk include
bank deposits, and trade payables. An analysis is required by IFRS 7, intended
to illustrate the sensitivity of the Group's financial instruments (as at
period end) to changes in market variables, being exchange rates and interest
rates. The Group's exposure to market risk is not considered to be material.

 

Interest rate risk

The Group has no material exposure to interest rate risk. Since the interest
accruing on bank deposits was relatively immaterial there is no material
sensitivity to changes in interest rates.

 

Foreign currency risk

The Group is exposed to foreign currency risk in so far as some dealings with
overseas subsidiary undertakings are in foreign currencies. Bank accounts are
held in Great British Pounds ("GBP), Australian Dollars ("AUD").  The Company
has payables that originate in GBP and AUD.  As such the Company is affected
by changes in the GBP exchange rate compared to the AUD.

 

 As at 30 September 2025        GBP        AUD
 Cash and cash equivalents      314,678    20,469
 Accounts receivable            37,440     139,172
 Accounts payable               (117,192)  (56,080)
 Net foreign exchange exposure  234,926    103,561
 Translation to GBP             1          0.4883
 GBP equivalent                 234,926    50,569

 As at 30 September 2024        GBP        AUD
 Cash and cash equivalents      247,393    65,664
 Accounts receivable            1,207,838  84,886
 Accounts payable               (66,373)   (55,970)
 Net foreign exchange exposure  1,388,858  94,580
 Translation to GBP             1          0.5174
 GBP equivalent                 1,388,858  48,936

 

Fair value of financial instruments

The fair values of the Company's financial instruments at 30 September 2025
and 30 September 2024 did not differ materially from their carrying values.

 

The Group measures fair values using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements:

 

•          Level 1: quoted prices (unadjusted) in active markets
for identical assets or liabilities;

•          Level 2: valuation techniques based on observable inputs
either directly (i.e. as prices) or indirectly (i.e. derived from prices);

•          Level 3: valuation techniques that include inputs for
the asset or liability that are not based on observable market data
(unobservable inputs).

Liquidity risk

The Group finances its operations primarily through the issue of equity share
capital and debt in order to ensure sufficient cash resources are maintained
to meet short-term liabilities and future project development requirements.
Management monitors availability of funds in relation to forecast expenditures
in order to ensure timely fundraising. Funds are raised in discrete tranches
to finance activities for limited periods.

 

Funds surplus to immediate requirements may be placed in liquid, low risk
investments.

 

The Group's ability to raise finance is subject to market perceptions of the
success of its projects undertaken during the year and subsequently. Due to
the uncertain state of financial markets, there can be no certainty that
future funding will continue to be available. The table below sets out the
maturity profile of financial liabilities as at 30 September 2025.

 

                                  2025     2024

                                  £        £
 Due in less than 1 month         144,321  95,335
 Due between 1 and 3 months       -        -
 Due between 3 months and 1 year  -        -
 Due after 1 year                 -        -
                                  144,321  95,335

 

19.          SEGEMENTAL REPORTING

 

The Group is engaged in mineral exploration and development and is considered
to have one business segment. The Chief Operating Decision Maker is considered
to be the Board of Directors, who segment exploration activities by
geographical region in order to evaluate performance individually. The
segmental breakdown of exploration assets is shown in Note 10.

 

Management information in respect of profit or loss expenditures is not
segmented but is considered at Group level.

 

20.          CASH USED IN OPERATIONS

 

                                                            Group                                            Company

                                                            Year ended         Year ended                    Year ended         Year ended
                                                            30 September 2025  30 September 2024 (restated)  30 September 2025  30 September 2024
                                                            £                  £                             £                  £
 Note
 Operating activities
 Loss for the year before tax                               (1,299,504)        (1,183,181)                   (937,645)          (692,751)
 Adjustments:
 Depreciation expense property, plant and equipment         12,408             62,144                        1,720              4,805
 Share based payments                                       379,192            -                             379,192            -
 Shares issued for services                                 213,618            360,000                       213,618            360,000
 Loss/(gain) on disposal of fixed assets                    185                (7,500)                       185                (7,500)
 Loss/(gain) on financial assets at fair value              -                  (832)                         -                  (832)
 Impairment of tangible assets                              -                  155,262                       -                  -
 Impairment of intangible assets                            78,983             -                             -                  -
 Impairment of subsidiary                                   -                  -                             -                  -
 Disposal of inventory                                      -                  -                             -                  -
 Unrealised gain/loss on foreign operation translation      (270,207)          (94,883)                      -                  -
 Interest income                                            (8,312)            (5,458)                       (7,744)            (4,249)
 Profit and loss on disposal                                -                  (29,597)                      -                  -
 Decrease/(Increase) in accounts receivable                 (12,668)           (6,600)                       16,314             (141,984)
 (Decrease)/Increase in accounts payable                    48,986             (58,765)                      50,819             (34,670)
 Net cash used in operations                                (857,319)          (809,410)                     (283,541)          (517,181)

 

21.          EVENTS AFTER THE REPORTING DATE

 

On 1 October 2025, the Company announced that it had issued 325,000,000 new
ordinary shares of 0.001 pence each in the Company pursuant to a subscription
which raised £650,000 before expenses.  On 6 October 2025, the Company
announced that it had issued a further 50,000,000 new ordinary shares of 0.001
pence each in the Company on the same terms pursuant to an associated retail
offer.

 

On 27 November 2025, the Company announced that Chris Gibbs had been appointed
as a Non-Executive Director.

 

On 17 October 2025 and 2 January 2026, the Company issued an aggregate of
46,375,071 new ordinary shares to certain Directors, consultants and advisers
both as part of their remuneration or fee arrangements.

 

On 18 December 2025, the Company announced that it had signed legal
documentation to acquire the Raglan project in Queensland and, on 30 December
2025, the Company announced that completion of the acquisition had taken place
and payment of the A$1.01 million purchase price had been made.  The
acquisition was effected through the purchase of the company which owned the
project.  This company is now a wholly owned subsidiary of the Company and
has been renamed ECR Minerals (Raglan) Pty Limited.  On 10 February 2026, the
Company announced that it had defined a Phase 1 mine plan focused on a clearly
delineated section of the historic river system.  Its internal analysis
indicates potential to recover approximately 938 ounces of gold in Phase 1,
which would have an illustrative gross in-situ value of approximately A$7
million at prevailing gold prices at that point in time.

 

On 8 January 2026, the Company announced that it had issued 599,999,991 new
ordinary shares of 0.001 pence each in the Company pursuant to a placing which
raised £1,500,000 before expenses.

 

22.          PRIOR PERIOD ADJUSTMENT

 

During the current year, the Group undertook a review of the presentation of
certain line items within the financial statements to enhance the relevance
and clarity of financial information presented to users. As a result of this
review, certain comparative figures for the year ended 30 September 2024 have
been reclassified to conform with the current year's presentation.

 

These reclassifications relate to the following:

 

Reclassification of Exchange translation reserve:

 

The Group has separated (i) unrealised foreign exchange gains and losses
arising from the retranslation of foreign operations, and (ii) foreign
currency retranslation effects on cash and cash equivalents, in accordance
with the requirements of IAS 1 Presentation of Financial Statements and IAS 7
Statement of Cash Flows as follows:

 

Before‑and‑After Presentation (Extract of Consolidated Cash Flow Statement
- Prior Year 2024)

 

 Line Item                                                      Before Reclassification                        Reclassification                                  After Reclassification
 Cash used in operations (Note 20)                              £(714,527) (including £94,883 FX movements)    Add back £94,883 of unrealised FX retranslation   £(809,410)
 Effect of foreign exchange rates on cash and cash equivalents  £(95,513) (includes all FX amounts)            Remove £94,883 unrealised FX of non-cash items    £(630)

 

Explanation of movements:

 

·      Unrealised FX differences of £94,883 have been removed from the
"Effect of foreign exchange rates on cash" line and included in "Cash
generated from operations".

·      Realised FX effects on cash of £630 have been classified as
"Effect of foreign exchange rates on cash".

·      Total net movement in cash remains unchanged.

 

These reclassifications had no impact on the Company's total assets, total
liabilities, equity nor profit or loss for the year.

 

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.   END  FR DGGDXRXGDGLS



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