REG - Empire Metals Ltd - Final Results
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RNS Number : 5839X Empire Metals Limited 23 March 2026
Empire Metals Limited / LON: EEE, OTCQX: EPMLF / Sector: Natural Resources
23 March 2026
Empire Metals Limited
("Empire" or "the Company")
Final Results for the year ended 31 December 2025
Empire Metals Limited, the AIM-quoted and OTCQX-traded exploration and
development company, announces its final results for the year ended 31
December 2025.
The annual report and accounts for the year ended 31 December 2025 will be
posted to shareholders today and will be available for download shortly from
the Company's website: www.empiremetals.com (http://www.empiremetals.com) .
Highlights
· Released a maiden JORC Mineral Resource Estimate ("MRE"), reporting a
total of 2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of
contained titanium dioxide; and
· Achieved a very high-purity TiO2 product, assaying at 99.25% TiO2,
through conventional beneficiation, leaching and refining processes; and
· Successfully raised a total of £11.5m, significantly strengthening
our balance sheet and shareholder basis; and
· The Company's shares were added to the FTSE AIM 100 index, effective
22 September 2025; and
· Awarded the Exploration Discovery of the Year Award at Resourcing
Tomorrow's Outstanding Achievement Awards Ceremony, in London, for its
Pitfield titanium project.
· Strong cash position as at 20 March 2026 of £8.4 million.
Shaun Bunn, Managing Director, said: "2025 was a transformational year for
Empire Metals. We successfully delivered our maiden MRE at Pitfield, reporting
a total of 2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of
contained titanium dioxide, confirming the unique scale and quality of the
Project. We also achieved a very high-purity TiO(2) product, which further
endorsed Pitfield's potential as a strategically significant source of
feedstock for titanium metal production.
Following two successful fundraises, we remain in a robust cash position with
a strengthened shareholder register that will support us on our accelerated
path to the commercialisation of the Project."
**ENDS**
For further information please visit www.empiremetals.co.uk
(http://www.empiremetals.co.uk) or contact:
Empire Metals Ltd Tel: 020 4583 1440
Shaun Bunn / Greg Kuenzel / Arabella Burwell
S. P. Angel Corporate Finance LLP (Nomad & Joint Broker) Tel: 020 3470 0470
Ewan Leggat / Adam Cowl
Canaccord Genuity Limited (Joint Broker) Tel: 020 7523 8000
James Asensio / Christian Calabrese / Charlie Hammond
Shard Capital Partners LLP (Joint Broker) Tel: 020 7186 9950
Damon Heath
Tavistock (Financial PR) empiremetals@tavistock.co.uk (mailto:empiremetals@tavistock.co.uk)
Emily Moss / Josephine Clerkin Tel: 020 7920 3150
CHAIRMAN'S STATEMENT
The year under review has been transformational for Empire, marked by
substantial technical, operational and strategic progress at our flagship
Pitfield titanium project in Western Australia. Pitfield has now been
confirmed as a globally significant titanium discovery, and its strategic
importance as a critical mineral project continues to strengthen against a
backdrop of disrupted global supply chains, geopolitical realignment and
increasing demand for secure, high-quality feedstock.
The Company had some major achievements for the year despite a challenging
global macro economic environment, these highlights include:
· Released a maiden JORC Mineral Resource Estimate ("MRE"), reporting a
total of 2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of
contained titanium dioxide; and
· Achieved a very high-purity TiO2 product, assaying at 99.25% TiO2,
through conventional beneficiation, leaching and refining processes; and
· Successfully raised a total of £11.5m, significantly strengthening
our balance sheet and shareholder basis; and
· The Company's shares were added to the FTSE AIM 100 index, effective
22 September 2025; and
· Awarded the Exploration Discovery of the Year Award at Resourcing
Tomorrow's Outstanding Achievement Awards Ceremony, in London, for its
Pitfield titanium project.
Macroeconomic Environment
The global macroeconomic environment during the year remained complex,
characterised by geopolitical tensions, supply chain re-alignment and an
increasing focus on resource security. Governments across the U.S., UK, EU,
Canada, Japan, South Korea and Australia continue to prioritise critical
minerals as essential inputs for industrial resilience, defence capability and
long-term economic strategy. Titanium is formally classified as a critical
mineral across these jurisdictions, reflecting both structural demand and
concentrated global supply.
Titanium dioxide is essential in pigment applications, valued for its
brightness and durability, while titanium metal is indispensable in aerospace
and defence owing to its strength, light weight and corrosion resistance.
Long-term demand for titanium is forecast to grow at approximately 3.7% CAGR.
At the same time, global supply remains concentrated, with processing capacity
heavily dominated by China. This concentration underscores the strategic
importance of developing alternative, high-quality sources of supply.
Pitfield Titanium Project
Pitfield has the potential to provide a significant Western source of titanium
feedstock. The combination of scale, grade and mineralisation distinguishes
the project from conventional ilmenite-based deposits, which currently account
for the majority of global supply and require energy-intensive upgrading
processes.
In October, the Company announced its maiden Mineral Resource Estimate
("MRE"), reporting a total of 2.2 billion tonnes grading 5.1% TiO₂ for 113
million tonnes of contained titanium dioxide. The MRE confirmed widespread and
continuous mineralisation within the in-situ weathered cap, extending from
surface to depths exceeding 50 metres, including a high-grade central core
averaging approximately 6% TiO₂ across a continuous 3.6km strike length.
Importantly, the maiden MRE represents only a small portion of the known
mineralised footprint, highlighting further growth potential.
The successful delivery of multiple drill campaigns during the year, completed
on time, on budget and without health and safety incident, reflects the strong
operational discipline of the team.
In parallel with resource definition work, the Company advanced metallurgical
testwork and process flowsheet development. During the year, testwork achieved
a product assaying 99.25% TiO₂ using conventional beneficiation, leaching
and refining processes. These results demonstrate the potential to produce
high-purity TiO₂ products, positioning Pitfield to potentially serve premium
pigment and titanium metal markets. Further engineering and pilot-scale
testwork will continue to evaluate scalability, process optimisation and
economic parameters.
Sustainability and Governance
As a developer of a critical mineral project, Empire recognises the importance
of responsible resource development. The Company is committed to high
standards of corporate governance, environmental stewardship and stakeholder
engagement. As Pitfield advances, environmental baseline work, permitting
strategy and community engagement will remain central to our approach. The
Board is focused on ensuring that growth is underpinned by disciplined
governance, transparent reporting and long-term value creation for all
stakeholders.
Corporate
During the year, we strengthened both our Board and operational capabilities
to support accelerated development of Pitfield.
I was pleased to welcome Mr Phillip Brumit to the Board in January. Phil
brings over 40 years of experience across engineering, project management,
construction and mining operations with leading global mining companies. His
expertise is highly relevant as the Company advances Pitfield toward
feasibility studies.
Operational capability was enhanced through the appointments of Mr Alan Ruibio
as Study Manager, Mr Pocholo Aviso as Hydro-metallurgist, and Mr Michael
Tamlin as Marketing Manager. These additions support the evaluation of mining
scenarios, optimisation of process flowsheets and early market engagement.
I would also like to acknowledge the exceptional leadership of our Managing
Director, Shaun Bunn, and the executive team, whose disciplined execution,
technical depth and strategic clarity have underpinned the significant
progress achieved during the year.
Financial
To support development momentum at Pitfield, the Company strengthened and
broadened its investor base.
Empire was admitted to trading on the OTCQB in March and upgraded to OTCQX in
September, enhancing accessibility and visibility among U.S. investors seeking
exposure to critical minerals.
During the year, the Company completed two successful fundraises. In May,
£4.5 million was raised, increasing institutional participation from Asia and
Australia. In October, a further £7 million was raised from existing
institutional shareholders, reinforcing the Company's financial position and
enabling continued advancement of resource expansion and metallurgical
testwork.
In December, the Company announced the conditional sale of its 75% interest in
the Eclipse Gold Project, further streamlining the portfolio and sharpening
focus on Pitfield.
Financial Results
As an exploration and development group that does not yet generate revenue,
the Company reports a loss for the 12 months ended 31 December 2025 of
£3,544,146 (2024: loss of £4,092,004).
The Group's cash position as at 20 March 2026 was £8.4 million.
The Directors have prepared cash flow forecasts and are satisfied that the
Group has adequate resources to continue its planned exploration and
development activities for the foreseeable future.
Outlook
The coming 12 months will focus on advancing multiple workstreams in parallel
to further de-risk and define the development pathway for Pitfield. Resource
expansion drilling will continue to upgrade and expand the existing MRE, while
engineering studies, metallurgical optimisation and mining studies will
contribute to a Scoping Study.
The Company is also progressing preparatory work in relation to a potential
dual listing on the ASX, with Canaccord Genuity (Australia) anticipated to
serve as lead adviser.
With a strengthened Board, an expanded technical team and significant
development momentum, Empire is well positioned to advance Pitfield toward
commercialisation. I would like to thank our shareholders for their continued
support as we progress the development of what we believe has the potential to
become a strategically important, long-life source of titanium for global
markets.
Neil O'Brien
Non-Executive Chairman
20 March 2026
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Group
Registered number: 1570939 Note 2025 2024
£ £
Non-Current Assets
Property, plant and equipment 8 14,792 16,377
Right of use Asset 8 61,710 12,249
Intangible assets 9 7,117,872 4,148,191
Other investments 10 150,000 -
Total Non-Current Assets 7,344,374 4,176,817
Current Assets
Trade and other receivables 11 455,864 349,464
Held for sale asset 12 372,519 371,267
Cash and cash equivalents 13 9,644,802 3,521,515
Total Current Assets 10,473,185 4,242,246
Total Assets 17,817,559 8,419,063
Non-Current Liabilities
Finance lease liabilities 15 34,703 -
Total Non-Current Liabilities 34,703 -
Current Liabilities
Trade and other payables 14 650,176 141,931
Finance lease liabilities 15 27,810 12,433
Total Current Liabilities 677,986 154,364
Total Liabilities 712,689 154,364
Net Assets 17,104,870 8,264,699
Equity attributable to owners of the Parent
Share capital 16 - -
Share premium 16 67,555,034 55,250,136
Reverse acquisition reserve (18,845,147) (18,845,147)
Other reserves 17 657,082 856,108
Accumulated losses (32,262,099) (28,996,398)
Total equity attributable to owners of the Parent 17,104,870 8,264,699
Total Equity 17,104,870 8,264,699
The Financial Statements were approved and authorised for issue by the Board
of Directors on 20 March 2026 and were signed on its behalf by:
Gregory Kuenzel
Finance Director
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
Year ended 31 December 2025
Group
Note Year ended 31 December 2025 Year ended 31 December 2024
£ £
Continuing Operations
Revenue - -
Cost of sales - -
Gross profit - -
Administration expenses 6 (3,544,701) (2,836,129)
Other losses 19 - (5,962)
Other operating income 29,725 10,784
Operating loss (3,514,976) (2,831,307)
Impairment of intangible assets 9,12 (29,041) (1,354,166)
Loss before taxation (3,544,017) (4,185,473)
Income tax 7 643 93,469
Loss for the year (3,543,374) (4,092,004)
Loss attributable to:
- owners of the Parent (3,543,374) (4,092,004)
(3,543,374) (4,092,004)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Exchange differences on translating foreign operations (772) (396,086)
Total Comprehensive Income (3,544,146) (4,488,090)
Attributable to:
- owners of the Parent (3,544,146) (4,488,090)
Total Comprehensive Income (3,544,146) (4,488,090)
- Total comprehensive income attributable to continuing operations (3,544,146) (4,488,090)
Earnings per share (pence) from continuing operations attributable to owners 22 (0.520) (0.670)
of the Parent - Basic & Diluted
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 December 2025
Share premium Reverse acquisition reserve Other reserves Retained losses Total equity
£ £ £ £ £
As at 1 January 2024 49,892,259 (18,845,147) 811,616 (24,904,394) 6,954,334
Loss for the year - - - (4,092,004) (4,092,004)
Other comprehensive income
Exchange differences on translating foreign operations - - (396,086) - (396,086)
Total comprehensive income for the year - - (396,086) (4,092,004) (4,488,090)
Transactions with owners
Issue of ordinary shares 5,500,000 - - - 5,500,000
Cost of capital (142,123) - - - (142,123)
Share options/warrants charge - - 440,578 - 440,578
Total transactions with owners 5,357,877 - 440,578 - 5,798,455
As at 31 December 2024 55,250,136 (18,845,147) 856,108 (28,996,398) 8,264,699
As at 1 January 2025 55,250,136 (18,845,147) 856,108 (28,996,398) 8,264,699
Loss for the year - - - (3,543,374) (3,543,374)
Other comprehensive income
Exchange differences on translating foreign operations - - (772) - (772)
Total comprehensive income for the year - - (772) (3,543,374) (3,544,146)
Transactions with owners
Issue of ordinary shares 11,500,000 - - - 11,500,000
Share options charge - - 79,669 - 79,669
Exercised options 804,898 - (277,673) 277,673 804,898
Employee Benefit Trust - - (250) - (250)
Total transactions with owners 12,304,898 - (198,254) 277,673 12,384,317
As at 31 December 2025 67,555,034 (18,845,147) 657,082 (32,262,099) 17,104,870
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2025
Group
Note 2025 2024
£ £
Cash flows from operating activities
Loss after taxation (3,543,374) (4,092,004)
Adjustments for:
Share based payment 18 79,669 440,578
Net finance income (79,832) (43,158)
Impairment of intangible assets 9,12 29,041 1,354,166
Finance lease 15 86,255 24,498
Tax refund 7 (643) (93,469)
Depreciation and amortisation 47,493 56,603
Other non-cash adjustments (59,167) -
Increase in trade and other receivables (102,771) (53,125)
(Decrease)/Increase in trade and other payables 519,568 (629,559)
Net cash used in operating activities (3,023,761) (3,035,470)
Cash flows from investing activities
Purchase of property, plant and equipment (95,917) (56,243)
Additions to exploration and evaluation intangible asset (2,955,299) (1,508,166)
Cash paid for investments 10 (150,000) -
Net cash used in investing activities (3,201,216) (1,564,409)
Cash flows from financing activities
Proceeds from issue of shares, less shares issued in lieu of fees 16 12,304,898 5,500,000
Cost of share issue - (142,123)
Payments to Employee Benefit Trust 17 (250) -
Interest received 79,832 43,158
Repayment of finance lease liabilities 15 (36,216) (31,828)
Net cash generated from financing activities 12,348,264 5,369,207
Net increase in cash and cash equivalents 6,123,287 769,328
Cash and cash equivalents at beginning of year 3,521,515 2,752,187
Cash and cash equivalents at end of year 13 9,644,802 3,521,515
Non-cash investing and financing
activities
Share options and warrants issued in respect of services(1) 18 79,669 440,578
( )
(1) Share options over a total of 2,000,000 ordinary shares of no par value
were granted to a director in the year.
( )
ACCOUNTING POLICIES
1. General Information
The principal activity of Empire Metals Limited ("the Company") and its
subsidiaries (together "the Group") is to implement its mineral exploration
strategy to advance projects towards defining a sufficient in-situ mineral
resource to support a detailed feasibility study towards mine development and
production.
The Company's shares are traded on AIM, a market operated by the London Stock
Exchange. The Company is incorporated in the British Virgin Islands and
domiciled in the United Kingdom. The Company changed its name to Empire Metals
Limited on 10 February 2020.
The address of its registered office is Craigmuir Chambers, PO Box 71, Road
Town, Tortola, BVI.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these
Financial Statements are set out below. These policies have been consistently
applied to all the periods presented, unless otherwise stated.
2.1 Basis of Preparation of Financial Statements
The Group Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRS Interpretations
Committee (IFRS IC) interpretations as adopted by the European Union. The
Group Financial Statements have been prepared under the historical cost
convention, unless stated otherwise.
The Financial Statements are presented in UK Pounds Sterling rounded to the
nearest pound.
The preparation of Financial Statements in conformity with IFRSs requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's Accounting
Policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Financial
Statements, are disclosed in Note 4.
2.2 Changes in accounting policy and disclosures
(a) New and amended standards mandatory for the first time for the financial
periods beginning on or after 1 January 2025
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations. The amendments and revisions were applicable for the period
ended 31 December 2025 but did not result in any material changes to the
Financial Statements of the Group.
b) New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 9/IFRS 7 (Amendments) Classification and Measurement of Financial Instruments 1 January 2026
IFRS10 Consolidated Financial Statements 1 January 2026
IAS 7 Statement of Cash flows 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
IAS 21 The Effects of Changes in Foreign Exchange Rates 1 January 2027
The Group is evaluating the impact of the new and amended standards
above which are not expected to have a material impact on future Group
Financial Statements.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Empire
Metals Limited and the Financial Statements of all of its subsidiary
undertakings made up to 31 December 2025.
Subsidiaries are entities over which the Group has control. 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. Where an entity does not have
returns, the Group's power over the investee is assessed as to whether control
is held. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
Below is a summary of subsidiaries of the Group:
Name of subsidiary Place of business Parent company Registered capital Share capital held Principal activities
Kibe Investments No.2 Limited British Virgin Islands Empire Metals Ltd Ordinary shares US$12 100% Dormant
Noricum Gold AT GmbH Austria Kibe Investments No.2 Limited Ordinary shares €35,000 100% Exploration
European Mining Services Limited United Kingdom Empire Metals Ltd Ordinary shares 100% Mining Services
£1
Empire Metals Australia Pty Ltd Australia Empire Metals Ltd Ordinary Shares 100% Exploration
AUD$1
GMC Investments Limited was dissolved on 20 September 2024.
Eclipse Exploration Pty Ltd changed its name to Empire Metals Australia Pty
Ltd on 29 October 2024.
Inter-company transactions, balances, income and expenses on transactions
between group companies are eliminated. Profits and losses resulting from
intercompany transactions that are recognised in assets are also eliminated.
Accounting
policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
2.4 Going Concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in the
Chairman's Report from page 3. In addition, Note 3 to the Financial Statements
includes the Group's objectives, policies and processes for managing its
capital; its financial risk management objectives; and details of its exposure
to credit and liquidity risk.
The Financial Statements have been prepared on a going concern basis. Although
the Group's assets are not generating steady revenue streams, an operating
loss has been reported and an operating loss is expected in the 12 months to
31 December 2026, the Directors believe that the Group will have sufficient
funds to meet its immediate working capital requirements and to meet all
committed exploration costs over the next 12 months from the date of approval
of these Financial Statements. On 23 May 2025 the company raised £4.5 million
via the issue of new ordinary shares and a further £7,000,000 via another
issue of new ordinary shares on 30 October 2025. As at 12 February 2026, the
Group has cash and cash equivalents of £9.9m. This amount is expected to
adequately cover forecast working capital requirements.
The Directors have, in the light of all the above circumstances, a reasonable
expectation that the Group has 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 Group Financial Statements.
2.5 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
Segment results, include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
2.6 Foreign Currencies
(a) Functional and presentation currency
Items included in the Financial Statements of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The functional currency of the
Company is Sterling, the functional currency of the BVI subsidiaries is US
Dollars, the functional currency of the Austrian subsidiary is Euros and the
functional currency of the Australian subsidiary is AUD Dollars. The Financial
Statements are presented in Pounds Sterling, rounded to the nearest pound.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Income Statement.
(c) Group companies
The results and financial position of all the Group's entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position;
· income and expenses for each statement of comprehensive income
presented are translated at average exchange rates (unless this average is not
a reasonable approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are translated at the
dates of the transactions); and
· all resulting exchange differences are recognised in other
comprehensive income where material.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised in the
income statement as part of the gain or loss on sale.
2.7 Intangible Assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it
determines that those assets will be successful in finding specific mineral
resources. Expenditure included in the initial measurement of exploration and
evaluation assets and which are classified as intangible assets, relate to the
acquisition of rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and activities
to evaluate the technical feasibility and commercial viability of extracting a
mineral resource. Capitalisation of pre-production expenditure ceases when the
mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost.
Exploration and evaluation assets are assessed for impairment annually or when
facts and circumstances suggest that the carrying amount of an asset may
exceed its recoverable amount. The assessment is carried out by allocating
exploration and evaluation assets to cash generating units, which are based on
specific projects or geographical areas. IFRS 6 permits impairments of
exploration and evaluation expenditure to be reversed should the conditions
which led to the impairment improve. The Group continually monitors the
position of the projects capitalised and impaired.
Whenever the exploration for and evaluation of mineral resources in cash
generating units does not lead to the discovery of commercially viable
quantities of mineral resources and the Group has decided to discontinue such
activities of that unit, the associated expenditures are written off to the
Income Statement.
2.8 Other Investments
Other investments represent financial assets measured at fair value through
profit or loss (FVTPL) in accordance with IFRS 9 Financial Instruments. These
investments are initially recognised at fair value, with transaction costs
expensed in profit or loss as incurred.
For certain unquoted investments or investments acquired recently where fair
value cannot be reliably determined at initial recognition, cost may represent
the best estimate of fair value and is therefore used on initial recognition.
Subsequent to initial recognition, other investments classified as FVTPL are
remeasured at fair value at each reporting date. Changes in fair value are
recognized in profit or loss in the period in which they arise.
Where fair value cannot be readily determined for certain unquoted
investments, cost may continue to be used as an approximation of fair value
where it represents the best estimate of fair value in accordance with
guidance under IFRS 13 Fair Value Measurement.
2.9 Property, Plant and Equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Depreciation is provided
on all property, plant and equipment to write off the cost less estimated
residual value of each asset over its expected useful economic life on a
straight-line basis at the following annual rates:
Computer equipment - 20 to 50% straight line
Field equipment - 20 to 50% straight line
All assets are subject to annual impairment reviews. An asset's carrying
amount is written down immediately to its recoverable amount if the asset's
carrying amount is greater than its estimated recoverable amount.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replacement
part is derecognised. All other repairs and maintenance are charged to the
Income Statement during the financial period in which they are incurred.
The asset's residual value and useful economic lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other gains / (losses)' in the
income statement.
2.10 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not
ready to use, are not subject to amortisation and are tested annually for
impairment. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating
units).
Non-financial assets that suffered impairment (except goodwill) are reviewed
for possible reversal of the impairment at each reporting date.
2.11 Assets classified as held for sale
Assets are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through
continuing use and a sale is considered highly probable. They are measured at
the lower of their carrying value and fair value less costs to sell. An
impairment loss is recognised for any subsequent write-down of the asset to
fair value less costs to sell.
2.12 Financial Assets
(a) Classification
The Group classifies its financial assets in the following categories: at
amortised cost including trade receivables and other financial assets at
amortised cost, at fair value through other comprehensive income and at fair
value through profit or loss, loans and receivables, and available-for-sale.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets
at initial recognition.
(b) Recognition and measurement
Amortised cost
Trade and other receivables are recognised initially at the amount of
consideration that is unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The group holds
the trade and other receivables with the objective of collecting the
contractual cash flows, and so it measures them subsequently at amortised cost
using the effective interest method.
The group classifies its financial assets as at amortised cost only if both of
the following criteria are met:
· the asset is held within a business model whose objective is to
collect the contractual cash flows; and
· the contractual terms give rise to cash flows that are solely
payments of principle and interest.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised
cost or 'fair value through other comprehensive income' (FVTOCI), are measured
at 'fair value through profit or loss' (FVTPL).
(c) 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.
ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original EIR. The expected cash
flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at FVTPL.
2.13 Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other payables
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.
Amortised cost is calculated by considering any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
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.
Fair value
All assets and liabilities for which fair value is measured or disclosed in
the consolidated Financial Statements are categorised within the fair value
hierarchy. The fair value hierarchy prioritises the inputs to valuation
techniques used to measure fair value. The Group uses the following hierarchy
for determining and disclosing the fair value of financial instruments and
other assets and liabilities for which the fair value was used:
- level 1: quoted prices in active markets for identical assets or
liabilities;
- level 2: inputs other than quoted prices included in level 1
that are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
- level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
2.14 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.15 Taxation
Tax for the period comprises current and deferred 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 Company's subsidiaries and associates operate and generate
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 income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated Financial Statements. However, the
deferred tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that, at
the time of the transaction, affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have
been enacted, or substantially enacted, by the end of the reporting period and
are expected to apply when the related deferred income tax asset is realised,
or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax liabilities are provided on taxable temporary differences
arising from investments in subsidiaries, associates and joint arrangements,
except for deferred income tax liability where the timing of the reversal of
the temporary difference is controlled by the group and it is probable that
the temporary difference will not reverse in the foreseeable future. Generally
the group is unable to control the reversal of the temporary difference for
associates. Only where there is an agreement in place that gives the group the
ability to control the reversal of the temporary difference not recognised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries, associates and joint arrangements
only to the extent that it is probable the temporary difference will reverse
in the future and there is sufficient taxable profit available against which
the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
2.16 Share Capital, share premium and other reserves
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity, as a
deduction, net of tax, from the proceeds provided there is sufficient premium
available. Should sufficient premium not be available placing costs are
recognised in the Income Statement.
Other reserves consist of the share option reserve and the foreign exchange
translation reserve. See Notes 16 and 17 for further detail.
2.17 Reverse acquisition reserve
The reverse acquisition reserve arose on the acquisition of Kibe Investments
No. 2 Limited in 2010. There has been no movement in the reserve since that
date.
2.18 Employee Benefit Trust
The Group operates an Employee Benefit Trust ("EBT") to facilitate the
administration of employee share-based incentive schemes. The trust is
consolidated as part of the Group's financial statements in accordance with
IFRS 10 Consolidated Financial Statements as the Group has control over the
trust.
Contributions made by the Group to the Employee Benefit Trust are recorded as
deductions from equity until the shares are vested or transferred to
employees. Shares held by the trust are treated as treasury shares and
presented as a deduction from equity.
When shares are transferred to employees to satisfy share-based payment
awards, the cost of the shares is recognised as part of share-based payment
expense in accordance with IFRS 2 Share-based Payment over the vesting period
of the relevant awards.
Any difference between the cost of shares held by the trust and the amount
recognised in share-based payment reserves is adjusted within equity.
2.19 Share Based Payments
The Group operates a number of equity-settled share-based schemes, under which
the entity receives services from employees or third-party suppliers as
consideration for equity instruments (shares, options and warrants) of the
Group. The Group may also issue warrants to share subscribers as part of a
share placing. The fair value of the equity-settled share based payments is
recognised as an expense in the income statement or charged to equity
depending on the nature of the service provided or instrument issued. The
total amount to be expensed or charged in the case of options is determined by
reference to the fair value of the options or warrants granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions (for example,
the requirement for employees to save).
In the case of shares and warrants the amount charged to the share premium
account is determined by reference to the fair value of the services received
if available. If the fair value of the services received is not determinable
the shares are valued by reference to the market price and the warrants are
valued by reference to the fair value of the warrants granted as described
previously.
Non-market vesting conditions are included in assumptions about the number of
options or warrants that are expected to vest. The total expense or charge is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each
reporting period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting conditions. It
recognises the impact of the revision to original estimates, if any, in the
income statement or equity as appropriate, with a corresponding adjustment to
another reserve in equity.
When the warrants or options are exercised, the Company issues new shares.
The proceeds received, net of any directly attributable transaction costs, are
credited to share capital (nominal value) and share premium when the warrants
or options are exercised.
2.20 Leases
The Group leases certain property.
The lease liability is initially measured at the present value of the lease
payments that are not paid. Lease payments generally include fixed payments
less any lease incentives receivable. The lease liability is discounted using
the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. The Group estimates the
incremental borrowing rate based on the lease term, collateral assumptions,
and the economic environment in which the lease is denominated. The lease
liability is subsequently measured at amortised cost using the effective
interest method. The lease liability is remeasured when the expected lease
payments change as a result of new assessments of contractual options and
residual value guarantees.
The right-of-use asset is recognised at the present value of the liability at
the commencement date of the lease less any incentives received from the
lessor. Added to the right-of-use asset are initial direct costs, payments
made before the commencement date, and estimated restoration costs. The
right-of-use asset is subsequently depreciated on a straight-line basis from
the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The right-of-use asset is
periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
Each lease payment is allocated between the liability and finance charges. The
corresponding rental obligations, net of finance charges, are included in
lease liabilities, split between current and non-current depending on when the
liabilities are due. The interest element of the finance cost is charged to
the Statement of Profit and Loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. Assets obtained under finance leases are depreciated over
their useful lives. The lease liabilities are shown in Note 15.
Exemptions are applied for short life leases and low value assets, with
payment made under operating leases charged to the Consolidated Statement of
Comprehensive Income on a straight-line basis of the period of the lease.
2.21 Revenue Recognition
Revenue is recognised in respect of amounts recharged to project strategic
partners in accordance with their contractual terms. Revenue is also generated
from management and consulting services to third parties.
The Group derives revenue from the transfer of services overtime and at a
point in time in the service lines detailed below. Revenues from external
customers come from consulting services.
The Company provides management services to subsidiary undertakings and joint
venture entities for a fixed monthly fee. Revenue from providing services is
recognised in the accounting period in which the services are rendered.
Efforts to satisfy the performance obligation are expended evenly throughout
the performance period and so the performance obligation is considered to be
satisfied evenly over time.
2.22 Finance Income
Finance income consists of bank interest on cash and cash equivalents which is
recognised using the effective interest rate method.
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks being market
risk (including, interest rate risk, currency risk and price risk), credit
risk and liquidity risk. The Group's overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group's financial performance.
Market Risk
(a) Foreign currency risks
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the USD and
Euros against the UK pound. Foreign exchange risk arises from future
commercial transactions, recognised assets and liabilities and net investments
in foreign operations. The Group negotiates all material contracts for
activities in relation to its subsidiary in USD and Euros. The Directors will
continue to assess the effect of movements in exchange rates on the Group's
financial operations and initiate suitable risk management measures where
necessary.
(b) Price risk
The Group is not exposed to commodity price risk as a result of its
operations, which are still in the exploration phase. Other than insignificant
consulting revenue, there is no revenue. The Directors will revisit the
appropriateness of this policy should the Group's operations change in size or
nature.
The Group has no exposure to equity securities price risk, as it has no listed
equity investments.
(c) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on
financial liabilities. The Group's interest rate risk arises from its cash
held on short-term deposit, which is not significant.
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. Management does not expect any losses from non-performance of
these receivables.
The amount of exposure to any individual counter party is subject to a limit,
which is assessed by the Board. No credit limits were exceeded during the
reporting period, and management does not expect any losses from
non-performance by these counterparties.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
Liquidity Risk
In keeping with similar sized mineral exploration groups, the Group's
continued future operations depend on the ability to raise sufficient working
capital through the issue of equity share capital. The Directors are confident
that adequate funding will be forthcoming with which to finance operations.
Controls over expenditure are carefully managed. In May 2025, the Company
raised net proceeds of £4.5m and in October 2025 raised an additional £7m.
See note 2.4 for further details on going concern and liquidity.
3.2 Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, in order to provide returns for
shareholders and to enable the Group to continue its exploration and
evaluation activities. The Group has no debt at 31 December 2025 and defines
capital based on the total equity of the Company being £17,104,870. The Group
monitors its level of cash resources available against future planned
exploration and evaluation activities and may issue new shares in order to
raise further funds from time to time.
4. Critical Accounting Estimates and Judgements
The preparation of the Group Financial Statements in conformity with IFRSs
requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the Financial Statements and the reported amount of
expenses during the year. Actual results may vary from the estimates used to
produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are
not limited to:
Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2025 of
£7,117,872 (2024: £4,148,191): refer to Note 9 for more information. The
Group has a right to renew exploration permits and the asset is only
depreciated once extraction of the resource commences. Management tests
annually whether exploration projects have future economic value in accordance
with the accounting policy stated in Note 2.7. Each exploration project is
subject to an annual review by either a consultant or senior company geologist
to determine if the exploration results returned during the year warrant
further exploration expenditure and have the potential to result in an
economic discovery. This review takes into consideration the expected costs of
extraction, long term metal prices, anticipated resource volumes and supply
and demand outlook. In the event that a project does not represent an economic
exploration target and results indicate there is no additional upside, a
decision will be made to discontinue exploration.
On 24 February 2024, the Company announced that management had undertaken an
assessment of the Company's non-core assets and as a consequence decided not
to extend the Gindalbie Tribute Agreement which was due to expire on 24
February 2024. As a result, the previously capitalised exploration costs
relating to Gindalbie were fully impaired in the prior year.
On 26 April 2024, it was announced management had undertaken an assessment of
the Company's non-core assets and as a consequence decided not to extend the
completion date for the acquisition of the Stavely Project, located in
Victoria, which expired on 6 April 2024, and as a consequence the acquisition
has been terminated. As a result the previously capitalised exploration costs
relating to the Stavely project were impaired in the prior year.
Other investments
During the period, European Mining Services Limited, a subsidiary of the
Empire Metals Group, subscribed for 5,000,000 shares in Lake Chandler HPA Ltd
at a cost of £150,000.
The investment is held at cost and classified as a financial asset measured at
fair value through profit or loss under IFRS 9 Financial Instruments.
The measurement of other investments classified as financial assets at fair
value through profit or loss requires management to estimate the fair value of
such investments at each reporting date in accordance with IFRS 9 Financial
Instruments and IFRS 13 Fair Value Measurement.
Where quoted market prices are not available, particularly for unquoted or
illiquid investments, the Group uses valuation techniques that may include
recent transaction prices, discounted cash flow models, or other observable
market inputs where available. In certain circumstances, cost may be
considered an appropriate estimate of fair value, particularly when there has
been insufficient recent information to determine fair value reliably. These
valuations require management to make judgements and assumptions regarding
future cash flows, discount rates, market conditions, and comparable market
data. Changes in these assumptions may result in material adjustments to the
carrying value of the investments in future reporting periods.
As at the balance sheet date, no adjustment to the carrying value has been
made as cost is considered the best approximation of fair value given the
absence of an active market for the shares.
Held for sale assets
The Company has been working on a potential divestment of the Eclipse Project
and have found a buyer for this project. Management are committed to the sale
of the Eclipse licence and the expectation is that this sale will be completed
in the next three months.
As a result this asset is classified as held for sale at the year end. Please
refer to Note 12.
Share based payment transactions
The Group has made awards of options and warrants over its unissued share
capital to certain Directors and employees as part of their remuneration
package. Certain warrants have also been issued to shareholders as part of
their subscription for shares and to suppliers for various services received.
The valuation of these options and warrants involves making a number of
critical estimates relating to price volatility, future dividend yields,
expected life of the options and forfeiture rates. These assumptions have
been described in more detail in Note 18.
5. Segmental Information
As at 31 December 2025, the Group operates in three geographical areas, the
UK, Austria and Australia. The Company operates in one geographical area, the
UK. Activities in the UK are mainly administrative in nature whilst activities
in Austria and Australia relate to exploration and evaluation work. The
reports used by the chief operating decision maker are based on these
geographical segments.
The Group generated no revenue during the year ended 31 December 2025: £nil
(2024: £nil).
2025 Australia Austria UK Total
£ £ £ £
Revenue - - - -
Other income (29,725) - - (29,725)
Administrative expenses 540,461 10,632 2,993,608 3,544,701
Other losses 29,041 - - 29,041
Operating loss from continued operations per reportable segment 539,777 10,632 2,993,608 3,544,017
Additions to non-current assets 2,566,922 - 484,294 3,051,216
Reportable segment assets 8,253,684 89,596 9,474,279 17,817,559
Reportable segment liabilities 558,985 7,677 146,027 712,689
Segment assets and liabilities are allocated based on geographical location.
2024 Australia Austria UK Total
£ £ £ £
Revenue - - - -
Other income (10,784) - - (10,784)
Administrative expenses 734,097 11,881 2,090,151 2,836,129
Other (losses) 1,359,980 - 148 1,360,128
Operating loss from continued operations per reportable segment 2,083,293 11,881 2,090,299 4,185,473
Additions to non-current assets 1,541,503 12,082 10,824 1,564,409
Reportable segment assets 4,813,253 86,976 3,518,834 8,419,063
Reportable segment liabilities 65,041 4,610 84,713 154,364
Expenses by Nature
2025 2024
£ £
Directors' fees (note 21) 1,086,555 445,804
Employee Expenses 616,937 513,488
Fees payable to the Group auditors for the audit of the group financial 67,500 52,250
statements
Professional, legal and consulting fees 557,767 617,758
Accounting related services 35,098 35,874
Insurance 35,313 42,663
Office and administrative expenses 136,859 118,644
Depreciation 47,493 56,603
Travel and subsistence 330,306 188,895
AIM related costs 244,923 171,844
Investor relations and marketing 297,440 123,668
Share option expense 79,669 440,578
Other expenses 8,841 28,060
Total administrative expenses 3,544,701 2,836,129
6. Taxation
The tax on the Group's loss differs from the theoretical amount that would
arise using the weighted average tax rate applicable to the losses of the
consolidated entities as follows:
Group
2025 2024
£ £
Loss before tax from continued operations (3,544,017) (4,185,473)
Tax at the weighted average rate of 25% (2024: 25%) (886,004) (1,046,368)
Expenditure not deductible for tax purposes 43,719 469,994
Effect of differing tax rates across jurisdictions 360 745
Net tax effect of losses carried forward on which no deferred tax asset is 841,282 482,160
recognised
Income tax expense for the year 643 93,469
The weighted average applicable tax rate of 25% (2024: 25%) used is a
combination of the 25% standard rate of corporation tax in the UK (2024: 25%),
23% Austrian corporation tax (2024: 23%) and 25% Australian corporation tax
(2024: 25%).
The Group has accumulated tax losses of approximately £8,764,440 (2024:
£7,923,158) available to carry forward against future taxable profits. A
deferred tax asset has not been recognised because of uncertainty over future
taxable profits against which the losses may be utilised.
Property, Plant and Equipment
Field Computer equipment Right of use asset Total
equipment £ £ £
£
Cost
As at 1 January 2024 10,229 35,555 42,134 87,918
Additions 1,497 30,248 24,498 56,243
Exchange differences - (19) (3,192) (3,211)
As at 31 December 2024 11,726 65,784 63,440 140,950
Additions - 9,662 86,255 95,917
Exchange differences - 66 215 281
As at 31 December 2025 11,726 75,512 149,910 237,148
Depreciation
As at 1 January 2024 10,229 28,178 21,067 59,474
Charge for the year 1,497 21,249 31,720 54,466
Exchange differences - (20) (1,596) (1,616)
As at 31 December 2024 11,726 49,407 51,191 112,324
Charge for the year - 11,256 36,836 48,092
Exchange differences - 57 173 230
As at 31 December 2025 11,726 60,720 88,200 160,646
Net book value as at 31 December 2024 - 16,377 12,249 28,626
Net book value as at 31 December 2025 - 14,792 61,710 76,502
The right of use asset shown above is an asset in use by the Group's
subsidiary undertaking and represents leasehold premises. Please refer to Note
15.
Intangible Assets
Exploration & Evaluation Assets at Cost and Net Book Value 2025 2024
£ £
Balance as at 1 January 4,148,191 2,869,667
Additions 2,955,299 1,508,166
Transfer to asset held for sale - refer to Note 12 - (21,772)
Impairments (29,041) (35,443)
Foreign exchange differences 43,423 (172,427)
As at 31 December 7,117,872 4,148,191
As at 31st of December 2025, the Company has now completed a total of 382
drill holes for 32,256 m. On 14th of October 2025, the company announced a
Maiden JORC compliant Mineral Resource Estimate for the Pitfield project
totalling 2.2 billion tons at 5.1% TiO2. The MRE covers only 20% of the known
mineralised footprint, indicating substantial potential for resource
expansion. This positions Pitfield as one of the largest and highest-grade
undeveloped titanium resources globally. Significant progress has been made
over the year in demonstrating the technical and economic recoverability of
the Pitfield resource. In August 2025, the company produced a high-purity
final product of 99.25% TiO2 with negligible impurities. This product is
suitable for pigment feedstock or titanium sponge metal production. Pilot
scale test work is scheduled to commence by mid-2026, with a scoping study
planned for later in the year. In February 2026, the company announced the
commencement of a fully funded drill program with a total of 754 drill holes
planned for approximately 34,150 m. The key outcome of the drilling will be an
updated MRE at Thomas with increased resource classification into the measured
and indicated categories and a significantly larger updated MRE at Cosgrove.
Eclipse-Gindalbie Project
On 24 February 2024, the Company announced that management had undertaken an
assessment of the Company's non-core assets and as a consequence decided not
to extend the Gindalbie Tribute Agreement which was due to expire on 24
February 2024. As a result, the previously capitalised exploration costs
relating to Gindalbie were fully impaired in the prior year.
The Eclipse project is classified as an Asset Held for Sale as the Company
works on completing the sale of this asset. Please refer to Note 12.
Pitfield Project
The Company acquired a 70% interest in the Pitfield project from Century
Minerals Pty Ltd ('Century') on 13 April 2022. The consideration for the
acquisition was satisfied by the issue of 5,611,863, new ordinary shares to
Century.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances which could indicate the existence of
impairment:
• The Group's right to explore in an area has expired or will expire in
the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and
evaluation in an area due to the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the book value may not be
fully recovered from future development and production
Based on the above assessment, management does not consider there to be any
indicators present over the Pitfield project, in accordance with the criterion
of IFRS 6. As such, the Board do not believe that any impairment is necessary.
Walton Project
The Company acquired a 70% interest in the Walton project from Century on 24
April 2023. The consideration for the acquisition was satisfied by the issue
of 5,611,863, new ordinary shares to Century.
In accordance with IFRS 6, the Directors undertook an assessment of the
following areas and circumstances which could indicate the existence of
impairment:
• The Group's right to explore in an area has expired or will expire in
the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and
evaluation in an area due to the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the book value may not be
fully recovered from future development and production.
Based on the above assessment, management does not consider there to be any
indicators present over the Walton project, in accordance with the criterion
of IFRS 6. As such, the Board do not believe that any impairment is necessary.
Stavely Project
On 26 April 2024, it was announced management had undertaken an assessment of
the Company's non-core assets and as a consequence decided not to extend the
completion date for the acquisition of the Stavely Project, located in
Victoria, which expired on 6 April 2024, and as a consequence the acquisition
has been terminated. As a result the previously capitalised costs relating to
the Stavely project were impaired in the prior year.
Other investments
2025 2024
£ £
Lake Chandler HPA Ltd 150,000 -
As at 31 December 150,000 -
During the period, European Mining Services Limited, a subsidiary of the
Empire Metals Group, subscribed for 5,000,000 shares in Lake Chandler HPA Ltd
at a cost of £150,000. The investment is held at cost and classified as a
financial asset measured at fair value through profit or loss under IFRS 9. As
at the balance sheet date, no adjustment to the carrying value has been made
as cost is considered the best approximation of fair value given the absence
of an active market for the shares.
Trade and Other Receivables
2025 2024
£ £
VAT receivable 84,532 61,364
Prepayments 153,427 57,464
Other receivables 217,905 230,636
455,864 349,464
Other receivables are all due within one year. The fair value of all
receivables is the same as their carrying values stated above. These assets,
excluding prepayments, together with the investment detailed in Note 10, are
the only forms of financial assets within the Group, together with cash and
cash equivalents.
The carrying amounts of the Group's other receivables are denominated in the
following currencies:
2025 2024
£ £
UK Pounds 237,576 165,322
Euros 2,270 2,050
Australian Dollars 216,018 182,092
455,864 349,464
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security. All trade and other receivables are considered fully
recoverable and performing.
Held For Sale Asset
2025 2024
£ £
Balance as at 1 January 371,267 1,744,584
Additions - -
Impairment - (1,262,931)
Transferred from Exploration and Evaluation assets - 21,772
Foreign exchange differences 1,252 (132,158)
As at 31 December 372,519 371,267
The Company has been working on a potential divestment of the Eclipse Project
and have found a buyer for this licence. Management are committed to the sale
of the Eclipse licence and the expectation is that this sale will be completed
in the next three months. As a result this asset continues to be classified as
held for sale at the year end.
7. Cash and Cash Equivalents
2025 2024
£ £
Cash at bank and in hand 9,644,802 3,521,515
The Group's cash is held with facilities with AA and A credit ratings.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
2025 2024
£ £
UK Pounds 8,570,052 3,289,708
Euros 11,255 9,863
US Dollars 27,226 50,344
Australian Dollars 1,036,269 171,600
Cash at bank and in hand 9,644,802 3,521,515
Trade and Other Payables
2025 2024
£ £
Trade payables 348,254 59,572
Other payables 248,922 33,109
Accrued expenses 53,000 49,250
650,176 141,931
The carrying amounts of the Group's trade and other payables are denominated
in the following currencies:
2025 2024
£ £
UK Pounds 146,026 84,713
Euros 7,677 4,610
Australian Dollars 496,473 52,608
650,176 141,931
Lease Liabilities
Group
31 December 2025 31 December
2024
£ £
Non-current liabilities
Lease liabilities 34,703 -
34,703 -
Current liabilities
Lease liabilities 27,810 12,433
27,810 12,433
Lease Liabilities
Lease liabilities are effectively secured, as the rights to the leased asset
revert to the lessor in the event of default.
Please refer to Note 8 for further details on the right of use asset.
Group
31 December 2025 31 December 2024
Right of Use liabilities - minimum lease payments £ £
Not later than one year 27,810 12,433
Later than one year and no later than five years 34,703 -
Later than five years - -
62,513 12,433
Future finance charges on right of use liabilities 4,372 212
Minimum lease payments 66,885 12,645
For the year ended 31 December 2025, the total finance charges were £2,163
(2024: £931).
The contracted and planned lease commitments were discounted using a weighted
average incremental borrowing rate of 4%.
The present value of right of use liabilities is as follows:
Group
31 December 2025 31 December 2024
£ £
Not later than one year 28,922 13,019
Later than one year and no later than five years 36,091 -
Later than five years - -
Present value of right of use liabilities 65,013 13,019
Share Capital and Share Premium
On 15 December 2010 the shareholders approved the removal of the Company's
authorised share capital and so there is no limit on the number of shares the
Company is authorised to issue. On that date the shareholders also approved
the removal of the nominal value of the shares, as permitted under local
company legislation. As such all amounts raised are considered to be share
premium.
Issued share capital
Group Number of shares Share premium Total
£ £
At 31 December 2023 571,577,796 49,892,259 49,892,259
Issue of Ordinary Shares - 22 January 2024 27,272,728 3,000,000 3,000,000
Issue of Ordinary Shares - 30 September 2024 35,714,286 2,500,000 2,500,000
Cost of Capital - (142,123) (142,123)
At 31 December 2024 634,564,810 55,250,136 55,250,136
Exercise of Options - 29 January 2025 3,850,000 154,000 154,000
Exercise of Options - 29 January 2025 3,850,000 211,750 211,750
Issue of Ordinary Shares - 23 May 2025 47,368,423 4,500,000 4,500,000
Exercise of Warrants - 12 June 2025 70,000 4,200 4,200
Exercise of Warrants - 12 June 2025 689,988 72,448 72,448
Exercise of Options - 12 September 2025 2,500,000 350,000 350,000
Exercise of Options - 12 September 2025 500,000 12,500 12,500
Issue of Ordinary Shares - 30 October 2025 17,500,000 7,000,000 7,000,000
At 31 December 2025 710,893,221 67,555,034 67,555,034
On 13 March 2023 the Company completed a placing to raise £1.25 million
before expenses by way of a placing of 55,555,554 new ordinary shares of no
par value in the capital at a price of 2.25p.
On 26 April 2023, following completion on the Walton Copper-Gold-Lithium
Project, the Company issued 5,611,863 consideration shares.
On 27 April 2023 the Company received notification from a warrant holder to
exercise warrants over 1,500,000 new ordinary shares of no par value in the
share capital of the Company at a price of 1.3p per share.
On 15 August 2023, the Company received notification from a warrant holder to
exercise warrants over 773,333 new ordinary shares of no par value in the
share capital of the Company at a price of 3.375p per share and 1,600,000 new
ordinary shares of no par value in the share capital of the Company at a price
of 3p per share. The Company issued new ordinary shares to the warrant holders
for an aggregate cash value of £74,099.99.
On 25 September 2023, the Company issued 75,000,000 new ordinary shares at a
price of 4p per share for gross proceeds of £3,000,000.
On 29 November 2023, the Company received notification from a warrant holder
to exercise warrants over 1,876,553 new ordinary shares of no par value in the
share capital of the Company at a price of 1.3p per share. The Company issued
new ordinary shares to the warrant holders for an aggregate cash value of
£24,395.
On 8 December 2023, the Company received notification from an option holder to
exercise options over 500,000 new ordinary shares of no par value in the share
capital of the Company at a price of 4p per share and 500,000 new ordinary
shares of no par value in the share capital of the Company at a price of 5.5p
per share. The Company issued new ordinary shares to the option holders for an
aggregate cash value of £47,500.
On 26 December 2023 the Company received notification from a warrant holder
to exercise warrants over 1,336,875 new ordinary shares of no par value in the
share capital of the Company at a price of 6p per share.
On 22 January 2024, the Company completed a placing to raise £3 million by
way of a placing of 27,272,728 new ordinary shares of no par value, at a price
of 11p per share.
On 30 September 2024, the Company completed a placing to raise £2.5 million
by way of a placing of 35,714,286 new ordinary shares of no par value, at a
price of 7p per share.
On 29 January 2025 the Company received notification from an option holder to
exercise options over 3,850,000 new ordinary shares of no par value in the
share capital of the Company at a price of 4p per share and 3,850,000 new
ordinary shares of no par value in the share capital of the Company at a price
of 5.5p per share. The Company issued new ordinary shares to the option
holders for an aggregate cash value of £365,750.
On 23 May 2025 the Company issued 47,368,423 new ordinary shares of no par
value at a price of 9.5p per share for gross proceeds of £4,500,000.
On 12 June 2025 the Company received notification from warrant holders to
exercise warrants over 70,000 new ordinary shares of no par value in the share
capital of the Company at a price of 0.06p per share and 689,988 new ordinary
shares of no par value in the share capital of the Company at a price of
0.105p per share. The Company issued new ordinary shares to the warrant
holders for an aggregate cash value of £72,448.74.
On 12 September 2025, the Company received notification from option holders to
exercise options over 2,500,000 new ordinary shares of no par value in the
share capital of the Company at a price of 14p per share and 500,000 new
ordinary shares of no par value in the share capital of the Company at a price
of 2.5p per share. The Company issued new ordinary shares to the option
holders for an aggregate cash value of £362,500.
On 30 October 2025, the Company issued 17,500,000 new ordinary shares of no
par value at a price of 40p per share for gross proceeds of £7,000,000.
8. Other reserves
2025 2024
£ £
Foreign currency translation reserve (762,682) (761,910)
Share option reserve 1,420,014 1,618,018
Employment Benefit Trust reserve (250) -
657,082 856,108
Foreign currency translation reserve - the foreign currency translation
reserve represents the effect of changes in exchange rates arising from
translating the Financial Statements of subsidiary undertakings into the
Company's presentation currency.
Share option reserve - the share option reserve represents the fair value of
share options and warrants in issue. The amounts included are recycled to
share premium on exercise or recycled to retained earnings on expiry. Note 18
outlines the share based payments made in the year.
Employee Benefit Trust ("EBT") reserve - the EBT reserve represents the
establishment of an Employee Benefit Trust to facilitate the implementation of
a Long-Term Incentive Plan and future employee share schemes. As at year end
and at the date of these accounts, no shares have been issued to the EBT.
9. Share Based Payments
Warrants and options outstanding at 31 December 2025 have the following expiry
dates and exercise prices, and were valued using the Black Scholes model using
the assumptions below:
Number
Grant date Expiry date Exercise price in £ per share 2025 2024
1 January 2021 31 January 2028* 0.0400 6,150,000 10,000,000
1 January 2021 31 January 2028* 0.0550 6,150,000 10,000,000
20 April 2022 20 April 2026 0.0250 2,500,000 2,500,000
20 April 2022 20 April 2026 0.0350 2,500,000 2,500,000
20 April 2022 20 April 2026 0.0500 2,500,000 2,500,000
22 March 2023 22 March 2028 0.0250 13,750,000 14,250,000
22 March 2023 22 March 2028 0.0300 14,250,000 14,250,000
25 September 2023 24 September 2025 0.0600 - 70,000
29 November 2023 28 November 2028 0.0860 8,400,000 8,400,000
21 January 2024 21 January 2026 0.1100 224,886 224,886
26 February 2024 26 February 2029 0.1400 4,000,000 6,500,000
26 February 2024 26 February 2029 0.1800 2,000,000 2,000,000
30 September 2024 30 September 2026 0.1100 - 689,988
1 February 2025 31 January 2030 0.1000 2,000,000 -
64,424,886 73,884,874
*On 23 January 2025 The Company announced that it had agreed to extend the
exercise period of certain share options granted to management under the
Company's Long Term Incentive Plans, which were originally issued on 1 January
2021.
2021 Options 2021 Options 2022 Options
Granted on: 01/02/2021 01/02/2021 20/04/2022
Life (years) 4 years 4 years 4 years
Share price on grant date 3.45p 3.45p 1.7p
Risk free rate 1.75% 1.75% 1.75%
Expected volatility 98,49% 98,49% 94.08%
Expected dividend yield - - -
Exercise price 4p 5.5p 2.5p
Marketability discount 20% 20% 20%
Total fair value (£) 192,016 176,292 20,289
2022 Options 2022 Options 2023 Options
Granted on: 20/04/2022 20/04/2022 22/03/2023
Life (years) 4 years 4 years 5 years
Share price on grant date 1.7p 1.7p 2.1p
Risk free rate 1.75% 1.75% 3.37%
Expected volatility 94.08% 94.08% 102.16%
Expected dividend yield - - -
Exercise price 3.5p 5p 2.5p
Marketability discount 20% 20% 20%
Total fair value (£) 18,149 15,829 178,566
2023 Options 2023 Warrants 2023 Options
Granted on: 22/03/2023 25/09/2023 29/11/2023
Life (years) 5 years 2 years 5 years
Share price on grant date 2.1p 4.2p 8.6p
Risk free rate 3.37% 3.27% 3.37%
Expected volatility 102.16% 106.22% 93.06%
Expected dividend yield - - -
Exercise price 3p 6p 8.6p
Marketability discount 20% 20% 20%
Total fair value (£) 172,888 22,721 419,819
2024 Options 2024 Options 2024 Warrants
Granted on: 26/02/2024 26/02/2024 21/01/2024
Life (years) 5 years 5 years 2 years
Share price on grant date 9.6p 9.6p 11.9p
Risk free rate 3.98% 3.98% 4.23%
Expected volatility 89.18% 89.18% 92.47%
Expected dividend yield - - -
Exercise price 14p 18p 11p
Marketability discount 20% 20% 20%
Total fair value (£) 325,627 93,648 11,314
2024 Warrants 2025 Options
Granted on: 30/09/2024 01/02/2025
Life (years) 2 years 5 years
Share price on grant date 7.2p 10.0p
Risk free rate 4.33% 4.06%
Expected volatility 62.70% 52.30%
Expected dividend yield - -
Exercise price 10.5p 10.0p
Marketability discount 20% 20%
Total fair value (£) 9,989 79,669
The risk free rate of return is based on zero yield government bonds for a
term consistent with the warrant and option life. Volatility is calculated
using an average of the Company's share price 6 months prior to the granted
date.
The movement of options and warrants for the year to 31 December 2025 is shown
below:
2025 2024
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
As at 1 January 73,884,874 0.06 64,470,000 0.04
Granted 2,000,000 0.1 9,414,874 0.14
Exercised (11,459,988) - - -
Expired - - - -
Outstanding as at 31 December 64,424,886 0.05 73,884,874 0.06
Exercisable at 31 December 64,424,886 0.01 73,884,874 0.06
2025 2024
Range of exercise prices (£) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years)
0.025 - 0.18 0.05 64,424,886 2 2 0.06 73,884,874 4 4
The total fair value charged to the statement of comprehensive income for the
year ended 31 December 2025 and included in administrative expenses was
£79,669 (2024: £440,578).
10. Other losses
Group
2025 2024
£ £
Loss on dissolution of GMC Investments - (5,814)
Other - (148)
- (5,962)
Employees
Group
2025 2024
£ £
Salaries and wages 1,176,846 443,633
Temporary staff and contractors - 18,721
Pensions 97,435 48,031
1,274,281 510,385
The average monthly number of employees during the year was 7 (2024: 6).
Of the above costs, £657,344 has been capitalised in accordance with IFRS 6
as exploratory related costs and are shown as an intangible addition in the
year.
11. Directors' Remuneration
For the year ended 31 December 2025
Short term benefits Post-Employment benefits Share based payment Total
£ £ £ £
Executive Directors
Shaun Bunn 577,500 - - 577,500
Gregory Kuenzel 553,750 13,221 - 566,971
Non-executive Directors
Neil O'Brien 144,250 - - 144,250
Peter Damouni 132,417 - - 132,417
Phillip Brumit 127,417 - 79,669 207,086
1,535,334 13,221 79,669 1,628,224
Of the above costs, £462,000 has been capitalised in accordance with IFRS 6
as exploratory related costs and are shown as an intangible addition in the
year.
Executive Incentive Plan 2025-2026
In May 2025, the Remuneration Committee approved the Executive Incentive Plan
2025-2026 (the "Plan"), designed to reinforce alignment between management,
directors and shareholders. The Plan comprised a combination of equity-based
incentives and a cash performance element.
The equity component included share options over approximately 32 million
shares, subject to share price targets of 14p and 18p together with defined
operational milestones. These targets were intended to represent stretching
value creation thresholds aligned with shareholder interests.
Both share price targets were achieved in June 2025, reflecting strong
operational delivery and market recognition of the Company's progress. At that
time, however, certain directors and employees were in possession of inside
information and the Company subsequently entered a closed period in connection
with its interim results. In accordance with the AIM Rules and the UK Market
Abuse Regulation, the Company was therefore unable to grant the equity awards
at that time.
During the restricted period, the Company's share price increased materially.
The Remuneration Committee considered alternative structures but concluded
that issuing options at that stage would not have reflected the original
commercial intent of the Plan nor appropriate principles of fairness and
alignment.
In September 2025, the Committee approved cash bonus payments in recognition
of the achievement of the performance milestones and short-term operational
objectives, and as a partial substitute for the value that would otherwise
have been delivered through the equity component. The aggregate bonuses paid
to directors totalled £808,334. Based on the share price prevailing at the
time the performance milestones were achieved, the equity awards would have
had an estimated intrinsic value of approximately £4.5 million in aggregate.
The cash outcome therefore represents a materially lower value than would have
arisen had the options been capable of grant.
The bonuses approved to directors during the year were as follows:
Role Amount (£)
Managing Director - S. Bunn 367,500
Finance Director - G. Kuenzel 376,250
Non-Executive Chairman - N. O'Brien 90,000
Non-Executive Director - P. Damouni 81,667
Non-Executive Director - P. Brumit 81,667
Total 997,084
The Board believes this approach reflects a balanced and proportionate
outcome, recognising strong performance while maintaining strong governance
standards and alignment with shareholders.
For the year ended 31 December 2024
Short term benefits Post-Employment benefits Share based payment Total
£ £ £ £
Executive Directors
Shaun Bunn 200,000 - - 200,000
Gregory Kuenzel 140,000 4,200 - 144,200
Non-executive Directors
Neil O'Brien 42,000 - - 42,000
Peter Damouni 42,000 - - 42,000
424,000 4,200 - 428,200
12. Earnings per Share
Continuing operations
The calculation of the total basic losses per share of 0.520 pence (2024: loss
0.670 pence) is based on the losses attributable to equity owners of the group
of £3,543,374 (2024: £4,092,004) and on the weighted average number of
ordinary shares of 674,969,842 (2024: 606,360,637) in issue during the period.
In accordance with IAS 33, basic and diluted earnings per share are identical
in 2025 as the effect of the exercise of share options or warrants would be to
decrease the loss per share as the entity is loss making, these instruments
are anti-dilutive.
13. Commitments
(a) Work programme commitment
The Eclipse Mining Licence has an annual minimum expenditure commitment of
AUD$30,300.
The Pitfield/Walton Projects have an annual minimum expenditure commitment of
AUD$500,000 across all licences.
(b) Royalty agreements
As part of the contractual arrangement with Kibe No.1 Investments Limited the
Group has agreed to pay a royalty on revenue from gold sales arising from gold
mines developed by Noricum Gold AT GmbH and covered by licenses acquired by
Kibe No.1 Investments Limited. Under the terms of the Royalty Agreement
between Kibe No.1 Investments Limited and Noricum Gold AT GmbH, the Group
shall pay royalties, based on total ounces of gold sold, equal to US$1 for
every US$250 of the sale price per ounce.
(c) Lease agreements
During the period Empire Metals Australia Pty Ltd, a wholly owned subsidiary
of Empire Metals Limited, entered into two three year office leases of
AUD$28,750 per annum and AUD$30,250 per annum respectively. At the year end
the commitment amounted to AUD$125,857. Please refer to Note 14.
14. Financial instruments
Financial instruments measured at fair value
The fair value hierarchy of financial instruments measured at fair value is
provided below. The different levels have been defined as follows:
- Quoted prices (unadjusted) in active markets for identical assets
or liabilities (level 1),
- Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly (level
2),
- Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (level 3).
Cost may be an appropriate estimation of fair value at the measurement date
only in limited circumstances, such as for a pre-revenue entity when there is
no catalyst for change in fair value, or the transaction date is relatively
close to the measurement date. The financial assets relate to costs incurred
to acquire an option to invest in a 75% holding of Eclipse Exploration Pty,
further details of which can be found in note 9, and an investment of
5,000,000 shares in Lake Chandler HPA Ltd, further details of which can be
found in note 10.
Group
At the year end, the Company held two assets measured at fair value: the
investment in Lake Chandler HPA, please refer to Note 10 for further detail,
and the asset held for sale, which was also held for sale as at 31 December
2024. Refer to Note 12 for further detail.
31 December 2025 31 December 2024
At amortised cost At FVTPL Total At amortised cost At FVTPL Total
Assets per Statement of Financial Position
Other investments - 150,000 150,000 - - -
Held for sale asset - 372,519 372,519 - 371,267 371,267
Trade and other receivables (excluding prepayments) 217,905 - 217,905 230,636 - 230,636
Cash and cash equivalents 9,644,802 - 9,644,802 3,521,515 - 3,521,515
Total 9,862,707 522,519 10,385,226 3,752,151 371,267 4,123,418
Liabilities per Statement of Financial Position
Trade and other payables 650,176 - 650,176 92,681 - 92,681
Total 650,176 - 650,176 92,681 - 92,681
15. Related Party Transactions
Loans provided by Parent Company
As at 31 December 2025 there were amounts receivable of £15,015 (2024:
£14,832) from Kibe No.2 Investments Limited. No interest was charged on the
loans.
As at 31 December 2025 there were amounts receivable of £816,525 (2024:
£696,525) from European Mining Services Limited.
As at 31 December 2025 there were amounts receivable of £13,158,387 (2024:
£9,472,444) from Empire Metals Australia Pty Ltd.
As at 31 December 2025 there were amounts receivable of £202,153 (2024:
£189,721) from Noricum AT GmbH.
Loans provided by Kibe No.2 Investments Limited
As at 31 December 2025 there were amounts receivable of £754,517 (2024:
£754,517) from Noricum AT GmbH.
All intra-group transactions are eliminated on consolidation.
Other Transactions
Westend Corporate LLP, an entity in which Gregory Kuenzel is a partner, was
paid a fee of £102,032 (20243: £85,331) for accounting and corporate
services to the Group. At the year end there was nothing outstanding (2024:
£nil).
MOAR Consulting Inc, an entity in which Neil O'Brien is a beneficiary provided
geological consulting services to Empire Metals Australia Pty Ltd. Total
charges for the year ended 31 December 2025 were CAD$14,545 (2024: CAD$86,330)
Silvergate Capital Partners Ltd an entity in which Peter Damouni is a
beneficiary, was paid a fee of £60,422 (2024: £60,000) for business
development services to the Group.
During the period invoices totalling AUD$Nil were paid to Century Minerals Pty
Ltd (2024: AUD$275,000).
16. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
17. Events after the Reporting Date
There are no events after the reporting date.
About Empire Metals Limited
Empire Metals Ltd (AIM: EEE and OTCQX: EPMLF) is an exploration and resource
development company focused on the commercialisation of the Pitfield Titanium
Project, located in Western Australia. The titanium discovery at Pitfield is
of unprecedented scale and hosts one of the largest and highest-grade titanium
resources reported globally, with a Mineral Resource Estimate (MRE) totalling
2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of contained
TiO₂.
Titanium mineralisation at Pitfield occurs from surface and displays
exceptional grade continuity along strike and down dip. The MRE extends across
just 20% of the known mineralised footprint, providing substantial potential
for further resource expansion.
Conventional processing has already produced a high-purity product grading
99.25% TiO₂, suitable for titanium sponge metal or pigment feedstock. With
excellent logistics and established infrastructure, Pitfield is strategically
positioned to supply the growing global demand for titanium and other critical
minerals.
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