REG - First Class Metals - Annual Report and Financial Statements
30/04/2026 18:15
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RNS Number : 6845C First Class Metals PLC 30 April 2026
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
FIRST CLASS METALS PLC
30 April 2026
Consolidated Annual Report and Financial Statements
For the Year Ended 31 December 2025
(Company Number: 13158545)
First Class Metals Plc
Company Information
Directors James Knowles - Executive Chairman
Marc Sale - Executive Director
(Resigned 3 March 2025)
(Re-appointed 2 September 2025)
Marc Bamber - Non Executive Director
Andrew Williamson - Non Executive Director
David Webster - Non Executive Director
(Appointed 3 March 2025)
(Resigned 31 March 2025)
Company Secretary Siddharth Muricken
Registered Office Manor Court Offices
Suite 24 Manor Court
Salesbury Hall Road
Ribchester
Preston
Lancashire
PR3 3XR
Financial Advisors AlbR Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6EE
Auditor Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Corporate Lawyers to the Company BHSM LLP Incorporating OBH Partners
76 Baggot Street Lower
Dublin
Ireland
D02 EK81
Lawyers to the Company as to Canadian Law Peterson McVicar
18 King Street East
Suite 902
Toronto
Ontario
M5C 1C4
Canada
Registrars Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Company Website www (http://www.firstclassmetalsplc.com/) .
(http://www.firstclassmetalsplc.com/) firstclassmetalsplc
(http://www.firstclassmetalsplc.com/) . (http://www.firstclassmetalsplc.com/)
com (http://www.firstclassmetalsplc.com/)
Table of Contents
CHAIRMAN'S STATEMENT (#_Toc228478869)
OPERATIONS REPORT (#_Toc228478870)
CEO's Review on the Company Portfolio, Strategy and Operations
(#_Toc228478871)
Overview of Operations (#_Toc228478872)
Property wide review (#_Toc228478873)
Summary, strategy, and conclusions (#_Toc228478874)
STRATEGIC REPORT (#_Toc228478875)
Key Performance Indicators (#_Toc228478876)
The principal risks and uncertainties (#_Toc228478877)
Going Concern (#_Toc228478878)
Section 172 (1) Statement (#_Toc228478879)
TCFD Compliance Statement - Climate related financial disclosures
(#_Toc228478880)
CORPORATE GOVERNANCE REPORT (#_Toc228478881)
Introduction (#_Toc228478882)
Chairman's Statement (#_Toc228478883)
Audit Committee Report (#_Toc228478884)
Remuneration Report (#_Toc228478885)
DIRECTORS' REPORT (#_Toc228478886)
Board of Directors (#_Toc228478887)
Board Activities (#_Toc228478888)
Statement of Directors' Responsibilities in respect of the Annual Report and
the financial statements (#_Toc228478889)
Consolidated Income Statement for the Year Ended 31 December 2025
(#_Toc228478890)
Consolidated Statement of Financial Position as of 31 December 2025
(#_Toc228478891)
Company Statement of Financial Position as of 31 December 2025
(#_Toc228478892)
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2025 (#_Toc228478893)
Company Statement of Changes in Equity for the Year Ended 31 December 2025
(#_Toc228478894)
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
(#_Toc228478895)
Notes to the Financial Statements for the Year Ended 31 December 2025
(#_Toc228478896)
CHAIRMAN'S STATEMENT
For the Year Ended 31 December 2025
Overview
The year ending 31 December 2025 has been one of continued progress and
delivery for First Class Metals, as we have advanced our core assets and
maintained a disciplined focus on executing our business strategy.
The macroeconomic backdrop throughout the year remained complex, characterised
by ongoing geopolitical uncertainty, evolving monetary policy, and shifting
investor sentiment across commodity markets. However, in this environment,
gold has continued to demonstrate strength and resilience, supported by its
role as a store of value and sustained institutional and retail demand. In
parallel, the critical minerals sector has shown early signs of recovery,
particularly towards the latter part of the year, with improving sentiment in
lithium markets expected to continue in 2026.
Against this backdrop, FCM is well positioned. The Company's exposure to
predominantly gold and critical minerals, combined with a high-quality and
strategically located land package in northern Ontario, provides a strong
platform for value creation. Our focus remains on advancing those assets with
the greatest near-term potential, whilst retaining meaningful upside across
the broader portfolio.
Corporate Developments
The early part of the year 2025 was marked by developments relating to the
previously announced strategic investment into the company's equity by an
outside investor. Whilst the transaction did not fully complete, the Board
responded decisively to ensure the Company retained both financial flexibility
and operational continuity. As a result, we were able to maintain momentum
across our exploration programme without disruption.
This period demonstrated the Company's resilience in protecting and advancing
shareholder interests. We moved swiftly to secure alternative funding
solutions, ensuring continuity across operations and maintaining full control
over the Company's strategic direction. At the same time, ongoing engagement
with potential partners reflects the strength of the underlying asset base and
the progress achieved during the year.
The Board remains focused on ensuring that the Company is appropriately
structured, well financed, and positioned to capitalise on opportunities as
they arise, whilst maintaining a disciplined and shareholder-aligned approach.
Operational Review
Operationally, 2025 has been one of the most active and technically
progressive years in the Company's development to date, with a clear emphasis
on advancing the flagship North Hemlo and Sunbeam projects.
At North Hemlo, the completion of the Company's maiden drill programme on the
Dead Otter trend represents an important milestone. Whilst the initial results
did not return high-grade intercepts, the programme has significantly enhanced
our understanding of the geological system. The identification of widespread
anomalous gold values, together with associated pathfinder elements, provides
a strong foundation for further work and reinforces the prospectivity of what
remains a large and underexplored land package of which only a modest portion
was covered by the current drill programme.
At Sunbeam, exploration has continued to build strong momentum. The
integration of soil geochemistry, geophysics, and structural analysis has
refined the geological model and defined coherent zones of mineralisation,
particularly along the Roy trend. This work has successfully advanced the
project to the drilling stage, and post-period drilling has returned visible
gold in initial holes with assay results pending as of the date of writing. We
view this as a highly encouraging development and a clear validation of the
Company's systematic and technically driven approach.
Across both flagship assets, the Company has maintained a disciplined and
methodical exploration strategy, ensuring that each phase of work builds on
the last. This approach is designed to maximise the impact of capital
deployed, whilst steadily advancing projects towards key value inflection
points.
Portfolio and Strategy
Beyond the core projects, the Company has continued to actively manage and
enhance its broader portfolio in line with its strategic objectives. The
addition of two rare earth element properties during the year represents a
deliberate expansion into commodities that are expected to play a central role
in the global energy transition. This strengthens the Company's exposure to
long-term structural demand trends, whilst complementing its existing gold and
lithium portfolio.
At the same time, the decision to relinquish the Quinlan option reflects the
Company's rigorous approach to capital allocation and its commitment to
focusing resources on those assets with the greatest potential to deliver
meaningful returns.
During the year, the Company also announced a potentially significant
transaction in respect of one of its assets. At the time of writing the
Company is working towards finalising a definitive agreement. Subject to
completion, this would represent a significant milestone for FCM and a clear
validation of its business model, namely, to generate value through
exploration and realise that value through structured transactions, whether by
joint venture or sale.
This model remains central to the Company's strategy. By maintaining a
pipeline of high-quality prospects, advancing them through targeted
exploration, and positioning them for monetisation, FCM aims to deliver value
in a capital-efficient manner without the need to transition into production.
Outlook
The Company entered 2026 in a strong and well-prepared position, both
technically and strategically. The majority of the Company's claims are in
good standing, in many cases beyond the immediate term, providing flexibility
in planning and execution. The work undertaken during 2025 has generated a
robust pipeline of targets, particularly at Sunbeam and North Hemlo, and the
focus for the remainder of 2026 will be on advancing these projects through
further drilling and systematic follow-up exploration.
In parallel, the Company will continue to progress discussions in relation to
the potential asset-level transactions. We believe that the combination of
continued exploration progress and improving market conditions provides a
supportive environment in which to pursue such opportunities.
From a market perspective, the outlook appears increasingly positive. The
continued strength in gold, coupled with improving sentiment across lithium
and broader battery metals, provides favourable conditions for companies such
as ours with diversified commodity exposure and a growing portfolio of
drill-ready assets.
Looking forward, we believe the Company is entering an increasingly exciting
phase of its development. The technical groundwork established over recent
years is now beginning to translate into tangible opportunities for value
realisation. With a clear strategy, a strengthened project pipeline, and
growing external interest, we are confident in the Company's ability to
continue delivering progress and building shareholder value.
Closing Remarks
In summary, 2025 was a year of meaningful progress across both operational and
corporate fronts. The Company has successfully navigated a challenging
environment, including the challenges encountered in the early part of 2025,
whilst maintaining strong momentum across its exploration activities and
continuing to advance its assets towards key value milestones. Importantly,
this has been achieved through decisive action, a methodical approach to
capital allocation, and a clear focus on long-term value creation.
We entered 2026 with confidence and a clear sense of direction. The
combination of a high-quality asset base, a proven and repeatable strategy,
and improving market conditions provides a compelling platform for the next
stage of the Company's growth. We remain focused on delivering further
progress, advancing our projects, and ultimately realising value for our
shareholders.
I would like to thank our shareholders for their continued support and
patience, and to acknowledge the hard work, expertise, and commitment of our
team and partners, whose efforts have been instrumental in the progress
achieved during the year.
James Knowles
Chairman
OPERATIONS REPORT
CEO's Review on the Company Portfolio, Strategy and Operations
BACKGROUND
First Class Metals is a Canadian focused, UK listed gold and critical metals
explorer. The Company is focused on exploring the northern region of Ontario.
As of 31 December 2025, FCM, through its wholly owned subsidiary First Class
Metals Canada Inc ("FCMC"), controlled ten property blocks, see Figure 01,
seven of which are wholly or majority owned by FCMC. The Company holds five
option agreements and a joint venture agreement ("JV"). The total area under
exploration is 272km².
Geologically, all the blocks lie within or adjacent to highly mineralised and
prospective greenstone belts.
Figure 01 shows the ten property blocks currently under the control of FCMC,
including the optioned properties and the JV.
During the reporting period:
• Exploration focused on the flagship properties: Sunbeam and North Hemlo;
• Geophysics and soil sampling grids were conducted at North Hemlo
specifically over the Dead Otter trend;
• Ten-hole drill programme was conducted on the Dead Otter trend;
• Drill preparation for Roy on the Sunbeam property, soil and geophysics
survey was completed;
• The Company entered into a Letter of Intent with a third party to monetise
one of the Company's assets;
• The Company optioned two properties with a focus on Rare Earth Elements
(REE); and
• FCM relinquished its option over the Quinlan property after concluding the
asset lacks the prospectivity required to advance as a mineral exploration
project.
FCM, whilst regularly assessing new land packages and properties offered,
considers the two 'flagship' properties of North Hemlo and Sunbeam supported
by other assets such as Kerrs and Zigzag to contain the potential to
significantly advance the Company.
The Company's business model is to add value to the properties and then
monetise the asset by structured sale or JV, as was the case with Enable and
McKellar in 2024. The steady increase in the lithium price during late '25 and
continuing into 2026 bodes well for interest in the Zigzag property.
Additionally, the Company announced a potential transaction on one of its
assets in June 2025; which, if completed, would be a landmark event for the
Company and would reinforce the Company's business model. The following table
details the portfolio of ten properties.
Overview of Operations
The 2025 field season was a busy period for First Class Metals, the focus
being on the flagship properties with significant field work being conducted
on the North Hemlo property culminating in FCM's maiden drill programme on the
property focussed on the Dead Otter trend.
Additionally, there were major geological advances on the Sunbeam property
with a better understanding of the structural controls to mineralisation being
achieved culminating in the confidence to plan a drill programme in early
2026.
FCM, through its 100% owned subsidiary FCMC, continued to explore these two
properties whilst other key and non-core properties were left in abeyance as:
(a) there were sufficient assessment credits, so work was not required on the
non-core properties and (b) so as to maximise expenditure and value addition
on the two principal properties.
The business / exploration strategy of FCM is similar in rationale and
execution to that of many listed junior exploration companies: to add value
leading up to an exit event such as a JV or structured sale. This approach can
equally apply to the Company itself or individual projects in the Company's
portfolio. To this end two option arrangements were entered into for rare
earth element ("REE") properties in northwest Ontario, refer to Figure 1 and
Claim Summary table.
FCM intends to continue this business model in 2026: to add value to the
existing portfolio as well as to review other opportunities in Ontario that
will add potential to the company. However, the focus of any exploration
company is the timely undertaking of drilling.
Whilst the Company is monitoring its land position as well as expansion
opportunities, the possibility of developing parts of our portfolio by JV is
always a consideration. The West Pickle Lake project area under JV with GT
Resources Inc. (previously to 'Palladium One Inc.') in the north-east of the
North Hemlo property is a clear example of the success of this aspect of the
Company's strategy.
Property wide review
Only the Sunbeam and North Hemlo properties (which now includes the OnGold
property) were worked in 2025. All the FCM controlled claim blocks shown in
Figure 1 and detailed in the Claim summary table remain in good standing to
the end of 2025, with only Esa and Coco East necessitating minimum amount
spends in 2026 in order to maintain the properties.
As work focused on the two flagship properties in order to maximize
exploration advances. Only the flagship properties will be described in
detail.
Sunbeam
The Sunbeam Property includes the historic Sunbeam Mine a high-grade
underground gold mine which operated from 1898 to 1905. There were also
historic developments at Roy, Pettigrew and Reserve Island being the other key
zones on the Sunbeam property.
The property now comprises 309 claims in the name of FCMC as well as 6 further
claims under option agreements, totalling about 98km², see Figure 02
Figure 02 shows the Sunbeam property boundary and the contiguous claims under
option. Also shown are three district, sub parallel structure transecting the
Property. Note the area of the VLF and soil sampling grid at Roy.
The property is in a prime geological location occupying the geologically
favourable area between two Agnico Eagle properties, one being Agnico Eagle's
3.3Moz Hammond Reef deposit, see Figure 03.
Figure 03 showing the location of the Sunbeam property between two Agnico
Eagle properties, the red dotted lines are inferred mineralised structures.
An Exploration Permit, granted to FCMC in June 2023 covers the core area of
the property, importantly all three historic developments are included.
Furthermore, the same area is under two distinct (though similar) MoU's with
the two prominent First Nations who have traditional land claims over an area
which includes the Sunbeam property.
The principal exploration activities during the reporting period were an
extensive soil sampling and geophysics programme on a >4km long virtual
grid with the Roy development at the southwest end, see Figure 04.
Over 500 A-horizon samples were collected along the interpreted northeast
extension of the Roy structure. Sample points were 12.5m apart with line
spacing of 100m. The results support a robust gold in soil anomaly with one
sample exceeding 800ppm Au.
A coincident very low frequency ("VLF") geophysics survey was also completed
on the same spacing. The data has not yet been received from the independent
consultancy company undertaking the processing and interpretation. The
VLF-magnetic survey comprised 905 stations along a cumulative 17.1km.
Figure 04 showing the soil / geophysics grid, the Roy development is in the
southwest, where drilling was centred.
During the course of the survey a historic shaft was identified. A second
shaft has not yet been located on the ground, though historical records
confirm its existence. Note that 1.5km to the northeast, along strike is a
very anomalous lake sediment sample from a previous winter programme.
A site visit was undertaken with Prof. M.L. Hill who identified key structural
controls on the mineralisation at Roy trend, furthermore a review of historic
core and petrological studies added further insight to mineralisation
controls.
The soil and VLF data once processed will be used in conjunction with other
geochemical data to refine targets ahead of possible further drill planning.
Post period
Based on previous work by FCM including prospecting, stripping / channel
sampling, a detailed review of the Nuinsco and available TerraX core, soil and
preliminary VLF and LiDAR data augmented by further structural measurements at
Roy and input from Prof. Mary Louise a drill programme was designed to test
new structural concepts at Roy.
A drill programme of a proposed 1,000m of NQ diamond drilling was initiated in
Q1 2026.
Figure 05 showing the (post period) drill at Roy on the Sunbeam property
By the end of February, five drill holes had been completed for a total of
352m. No assays have been received up to the time of writing. The programme of
12 holes was concluded in March 2026 for a total of 983m, see Figure 05. Two
of the initial six drill holes reported visible gold, see Figure 06.
Figure 06 showing visible gold in a drill hole from the Roy trend.
In September the 2025 Ontario Junior Explorers Programmes ("OJEP") grant
application was submitted but notification of acceptance was received only
post end of period for the purposes of this Annual Report.
The publicly available LiDAR dataset was acquired, and an expert review was
initiated in 2025, but the final report had not yet been received.
North Hemlo and Esa
The Hemlo Schreiber greenstone belt has two broad divisions; the south and the
north limbs.
The Hemlo producing gold mine is located on the south limb and is associated
in a macro sense with shearing and increased molybdenum values. The Hemlo
north limb in which the Esa and the North Hemlo (OnGold) properties are
located has three distinct structures identified by previous explorers. The
structures, interpreted to potentially be shears, in part transect both
properties, see Figure 07.
Figure 07 showing the regional geological and structural setting of the North
Hemlo (OnGold) and Esa block (Hemlo 'north limb'), relative to the Hemlo gold
mine. Note: The Magical claim block is also mentioned.
North Hemlo
The most significant exploration activities on the North Hemlo property during
the reporting period were the VLF survey at 6 locations including the Dead
Otter trend and one area on the now assimilated OnGold property, see Figure 08
and the drilling on the Dead Otter trend.
Figure 08 showing the whole North Hemlo property (includes OnGold) with the 6
areas of VLF survey (note the Dead Otter trend had three grids).
Preliminary interpretation of the VLF data showed encouraging structure some
of which were 'ground truthed'. However detailed processing of the data is
ongoing and once reported will form the basis of a renewed exploration
programme throughout the North Hemlo property. It is worth noting that the
Rodgers lake area returned a number of highly anomalous lake sediment samples.
An Exploration permit, required for 'invasive' exploration such as trenching,
stripping, and drilling, granted for both the North Hemlo and Esa blocks is
valid until October 2026. This grant by the Provincial authorities was closely
followed by the execution of an Exploration Agreement with Netmizaaggamig
Nishnaabeg First Nation (NNFN) in November 2023 (the agreement also covers the
Esa and Sugar Cube claim blocks). During the reporting period FCM undertook a
drill programme to test the Dead Otter trend, see Figure 09 for drill hole
locations.
Figure 09 showing the VLF grids on the Dead Otter trend with the locations of
the 10 drill holes.
The 10 hole, roughly 750m drill programme was focussed primarily around the
19.6g sample at the southeastern end of the Dead Otter trend. Four holes
(~370m) targeted the anomalous zone identified by grab samples. Two holes (25m
apart) close to the outcrop were 'stepped-back' on with a steeper, deeper
hole.
Other holes in the northwestern zone were to investigate other grab and soil
sample anomalies with favourable geology.
Over 400 samples (with QA/QC samples) were submitted to Actlabs in Thunder
Bay. The gold assays received did not contain any >1g/t gold (Au) values
with the highest assay being 117ppb. However, over 100 samples returned gold
values greater than detection. Furthermore, there are also anomalous
molybdenum values coincident with albeit only slightly anomalous Au values.
This is potentially significant and given their association with Hemlo style
mineralisation there remains some encouragement.
Next steps will involve a thorough review of all geological geochemical and
geophysical information in order to plan follow up exploration. The drill
results will be integrated with the anomalous soil samples as well as the VLF
interpretation once completed. Given the encouraging provisional results from
the LiDAR over the Sunbeam property area this is also a consideration going
forward, given the structural relationship with the mineralisation previously
identified is proving critical.
It should be noted that the Dead Otter trend forms only a small area of a
highly prospective property.
Summary, strategy, and conclusions
In line with FCM's future corporate plans and divestment strategies across the
wider portfolio, it is crucial for the Company to maintain a continuous flow
of high-quality prospects that can grow in value over time. The acquisition of
additional assets like the two REE properties ensures that FCM is
well-positioned for future growth and development. The announced Letter of
Intent ("LOI") in respect to asset sale and the decision not to continue the
Quinlan option highlights that the Company's strategy is being implemented and
is successful.
First Class Metals, through its Canadian subsidiary, controls ten claim blocks
totalling ~272km² in northern Ontario, Canada. Two claim blocks (North Hemlo
and Sunbeam) account for well over half of the total area.
All the core properties have sufficient assessment credits generated by field
work in 2025, to keep them in good standing through to proposed field work in
2026, At the time of writing FCM holds funds or has conducted the exploration
required to keep all the claims in good standing for the year 2026 into 2027.
FCM continued its systematic diligent exploration programme covering the core
properties in 2025. The results across the North Hemlo property as a block
were sufficiently encouraging to warrant further follow-up exploration in the
upcoming field season. Field work laid the groundwork for drilling of the Roy
prospect at Sunbeam and initial visual indications from the core are
encouraging with VG seen in two holes.
While the annual commitment to maintain the claims is approximately
CAD$520,000, this expenditure is not necessary in 2026, as assessment credits
carried forward from 2025 into the current year are available for many of the
properties.
FCM intends to build on the positive exploration results and progress the
exploration of the properties to drilling where permitted, pursue the asset
sale and initiate exploration on the two new REE properties.
FCM's business model is to assess, add value and develop the properties
towards either a sale, joint venture, or relinquishment event. It is currently
not the Company's stated aim to become a producer. Priorities will be geared
toward the completion of first-pass exploration (realistically drilling) of
the principal properties or follow up drilling, in order to fully evaluate the
portfolio, both on the merits of the properties and a ranking process.
The Company's strategy remains on track: to identify potential, add value,
then monetise by JV or by structured sale.
STRATEGIC REPORT
Key Performance Indicators
Financial
· Market Capitalization: £5.12m on 31(st) December 2025
· Share Price: 2.13p
Non-Financial
· Due to the nature of the business of the Group typical non-financial
KPI's (such as customer retention rate, conversion rate, production efficiency
measures etc.) are not applicable to us. Further, while the Group has an
effective ESG policy in place, due to unavailability of data such KPI's could
not be measured and assessed for the relevant time period. For further details
regarding the Group's ESG policy, please see the ESG section of this report.
The principal risks and uncertainties
The principal risks and uncertainties of the Group 1 (#_ftn1) are outlined
below.
A majority of the Group's operating costs will be incurred in US and Canadian
dollars, whilst the Group has raised capital in £ Sterling
The Group will incur exploration costs in US and Canadian Dollars, but it has
raised capital in £ Sterling. Fluctuations in exchange rates of the US Dollar
and Canadian Dollar against £ Sterling may materially affect the Group's
translated results of operations. In addition, given the relatively small size
of the Group, it may not be able to effectively hedge against risks associated
with currency exchange rates at commercially realistic rates. Accordingly, any
significant adverse fluctuations in currency rates could have a material
adverse effect on the Group's business, financial condition and prospects to a
much greater extent than might be expected for a larger enterprise.
Exploration, Development and Operating Risk
Resource exploration and development is a speculative business, characterised
by a number of significant risks including, among other things, unprofitable
efforts resulting not only from the failure to discover mineral deposits but
also from finding mineral deposits that, though present, are insufficient in
quantity and quality to return a profit from production. Exploration and
development work is the Group's sole business activity.
This risk is accentuated where exploration activity is not carried on as an
ancillary activity to a developed business producing operating cash flows from
commercial quantities of saleable material from operational activity which can
be used to mitigate this risk. The marketability of minerals acquired or
discovered by the Group may be affected by numerous factors that are beyond
the control of the Group and that cannot be accurately predicted, such as
market fluctuations, the proximity and capacity of milling facilities, mineral
markets and processing equipment, and such other factors as government
regulations, including regulations relating to royalties, allowable
production, importing and exporting minerals and environmental protection, the
combination of which factors may result in the Group not receiving an adequate
return of investment capital.
The business of exploration for minerals and mining involves a high degree of
risk. Few properties that are explored, even those demonstrating initial
potential, are ultimately developed into producing mines. There is no
assurance that the Group's mineral exploration and development activities will
result in any discoveries of commercial mineral bodies.
The long-term profitability of the Group's operations will in part be directly
related to the costs and success of its exploration and development programs,
which may be affected by a number of factors. In recent years, both metal
prices and publicly traded securities prices have fluctuated widely.
The Group is not currently generating revenue and will not do so in the near
term
The Group is an exploration company and will remain involved in the process of
exploring and assessing its asset base for some time. The Group is unlikely to
generate revenues until such time as it has made a commercially viable
discovery. Given the early stage of the Group's exploration business and even
if a potentially commercially recoverable reserve were to be discovered, there
is a risk that the grade of mineralisation ultimately mined may differ from
that indicated by drilling results and such differences could be material.
Accordingly given the very preliminary stages of the Group's exploration
activity it is not possible to give any assurance that the Group will ever be
capable of generating revenue at the current time unless a material
transaction such as the one announced on 09 June 2025 completes.
The Group will need additional financial resources if it moves into commercial
exploitation of any mineral resource that it discovers
Whilst the Group has sufficient financial resources to conduct its planned
exploration activities, meet its committed licence obligations and cover its
general operating costs and overheads for at least 12 months, the Group will
need additional financial resources if it wishes to commercially advance any
mineral resource discovered because of its exploration activity.
The Group has budgets for all near and short-term activities and plans,
however in the longer term the potential for further exploration, development
and production plans and additional initiatives may arise, which have not
currently been identified, and which may require additional financing which
may not be available to the Group when needed, on acceptable terms, or at all.
If the Group is unable to raise additional capital when needed or on suitable
terms, the Group could be forced to delay, reduce, or eliminate its
exploration, development, and production efforts. Additionally, adverse market
sentiment could materially impair the Company's ability to access additional
capital.
The Group is unaware of any further risks that the business of the Group may
be subject to under prevailing market conditions.
Going Concern
As a junior exploration company, the Directors are aware that the Group must
seek funds from the market in the next 12 months to meet its investment and
exploration plans.
The Group's reliance on a successful fundraising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The Group successfully raised £1,558,000 in the year ended 31 December 2025
through a combination of issuing new shares and convertible loan notes. As at
the year-end date the Group had total cash reserves of £77,398 (2024:
£221,071).
The Directors are aware of the Group's reliance on fundraising within the next
12 months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fundraising is
successful.
Section 172 (1) Statement
The First Class Metals Plc Board is cognisant of its legal duty to act in good
faith and to promote the success of the Group for the benefit of its
shareholders and with regard to the interests of stakeholders and other
factors. These include the likely consequence of any decisions we make in the
long term, the need to foster relationships we have with all of our
stakeholders; the impact our operations have on the environment and local
First Nation communities, and the desire to maintain a reputation for high
standards of business conduct.
The Board takes a long-term approach to creating and realising value for the
shareholders and is aware of the capital and time required in order to develop
a resource projects. All of the Group's key assets are early-stage
exploration.
The Directors, both individually and collectively, believe, in good faith,
that throughout the year and at every meeting of the Board and management when
making every key decision, they have acted to promote the success of the Group
for the benefit of its members as a whole, as required by Section 172 of the
Companies Act 2006, having regard to the stakeholders and matters set out in
section 172(1) of the Companies Act 2006. The Directors' Section 172 Statement
follows.
Section 172 of the Companies Act is contained in the part of the Act which
defines the duties of a director and concerns the "duty to promote the success
of the Company".
Section 172 adopts an 'enlightened shareholder value' approach to the
statutory duties of a company director, so that a director, in fulfilling his
duty to promote the success of the company must act in the way he considers,
in good faith, would be most likely to promote the success of the Company for
the benefit of its members as a whole, and in doing so have regard to other
specified factors insofar as they promote the Company's interests.
The Board of FCM recognises its legal duty to act in good faith and to promote
the success of the Group and the Company for the benefit of its shareholders
and with regard to the interests of stakeholders as a whole and having regard
to other matters set out in Section 172. These include the likely consequences
in the long term of any decisions made; the interest of any employees; the
need to foster relationships with all stakeholders; the impact future
operations may have on the environment and local communities; the desire to
maintain a reputation for high standards of business conduct and the need to
act fairly between members of the Company.
The Board recognises the importance of open and transparent communication with
shareholders and with all stakeholders, including landowners, First Nation
communities, and regional and national authorities. We seek to maximise the
industry's benefits to local communities, while minimising negative impacts to
effectively manage issues of concern to society. Shareholders have the
opportunity to discuss issues and provide feedback at any time.
The application of the Section 172 requirements can be demonstrated in
relation to the Group operations and activities during the past year as
follows.
Having regard to the likely consequences of any decision in the long term
The Group's purpose and vision are set out in the Chairman's Statement and in
this Strategic Report. The Board oversees the Company's strategy and is
committed to the long-term goal of the development of the Ontario exploration
projects. The activities towards that goal are described and discussed in the
Strategic Report. The Board remains mindful that its strategic decisions have
long-term implications for the progression of all these properties, and these
implications are carefully assessed.
Having regard to the need to foster the Group's business relationships with
others
The Group operates as a mineral exploration business, without any regular
income and is entirely dependent upon new investment from the financial
markets for its continued operation. The Board values the benefits of
maintaining strong relationships with key partners, contractors, and
consultants. This is discussed in more detail elsewhere in this Strategic
Report.
Having regard to the interests of the Group employees
The Group currently has no full-time employees and is managed by its directors
and a small number of associates and subcontract staff. The Board takes steps
to ensure that the suggestions, views, and interests of the Group's personnel
are considered in decision-making.
Having regard to the desirability of the Company maintaining a reputation for
high standards of business conduct
The Board is committed to high standards of corporate governance, integrity,
and social responsibility and to managing the Company in an honest and ethical
manner, as further discussed in the Corporate Governance Report. The Directors
strive to apply ethical business practices and conduct themselves in a
responsible and transparent manner with the goal of ensuring that FCM
maintains a reputation for high standards of business conduct and good
governance.
Having regard to the impact of the Company's operations on the community and
the environment
The Board takes a broad range of stakeholder considerations into account when
making decisions and gives careful consideration to any potential impacts on
the local community and the environment. The Board strives to maintain good
relations with the local community, especially with the First Nations peoples
of Ontario.
We recognise the safety and well-being of our employees, local communities,
and other stakeholders as a non-negotiable priority. Our commitment to high
environmental, social and governance (ESG) standards is central to maintaining
our license to operate, to create value for all stakeholders and to ensure
commercial success. Our operations are guided by an acute awareness of the
role we play as a company in meeting the UN's Sustainable Development Goals
(SDGs), including the critical role of strategic minerals in supporting global
climate action and complementing resource development in Canada.
As a result, ESG is at the centre of everything the Group undertakes. The
Group is dedicated to exploring for precious and battery/base metals in a
socially and environmentally responsible way in an industry that will play an
essential role in the transition to a lower-carbon economy through
underpinning the supply chain for sustainable battery and electric vehicle
manufacturing as well as other industrial growth in Canada.
In this way, the Group aims to play an important role in helping Canada meet
its emissions reduction targets. FCM aims to comply with all relevant UK and
Canadian standards, as well as accepted international guidelines, including
strict adherence to the health, safety and environmental standards and
regulations, as well as the applicable elements of the Equator Principles. The
Group will also endeavour to provide stakeholders with clear insights into our
operations to increase assurance regarding the ESG and health and safety
aspects of our business.
Our policy consists of five pillars:
1) responsible stewardship,
2) strong partner for local communities (First Nations),
3) an enabler of energy transition,
4) ensuring safe workplaces and operations, and
5) strong governance and an inclusive culture.
Our broad commitments are outlined below. Throughout all operations and our
activities, we aim to:
· Play a positive and critical role in the green energy transition.
· Operate in an environmentally responsible manner.
· Promote diversity, inclusion and equality.
Our full ESG report is available on our website.
Greenhouse Gas (GHG) Emissions
The Company is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. The extent to which
these activities together with the Group's administrative and management
functions result in greenhouse gas emissions is impracticable to estimate and,
in any event, less than the amount reportable under the Energy and Carbon
Regulations 2018. Additionally, the Company will only measure the impact of
its direct activities, as the full impact of the entire supply chain of its
suppliers cannot be measured practically.
Board, Shares and Related Parties
Having regard to the need to act fairly as between members of the Group, the
Group has only one class of share in issue and all shareholders benefit from
the same rights, as set out in the Articles of Association, and as required by
the Companies Act 2006. The Board recognises its legal and regulatory duties
and does not take any decisions or actions, such as selectively disclosing
confidential or inside information, that would provide any shareholder with
any unfair advantage or position compared to the shareholders as a whole.
TCFD Compliance Statement - Climate related financial disclosures
Introduction
The Board recognises that transparency regarding climate-related risks and
opportunities is critical to maintaining the trust of our stakeholders and
allows our investors to understand the implications of the Group's activities
on climate change. The Board's consideration of key environmental risks is
included under the principal risks and uncertainties section of the Directors'
Report. The Board also presents the following synthesis of its adoption of the
recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD), structured into four sections: Governance, Risk Management, Strategy
and Metrics and Targets.
Governance
The Board recognises that operating responsibly, which includes minimizing the
environmental impact of our operations, is fundamental to the long-term
success of the Group. We believe building a better future involves embedding
climate awareness throughout our organisation, starting at the top.
The Board oversees the management of specific risks and opportunities,
including climate-related risks and opportunities. The senior management team
provides regular updates to our Board on their activities, and, in addition,
the Board reviews the risks associated with the Group's operations throughout
the year.
Risk Management
The Board recognises that climate change risk is a global issue that may
impact how we run our business, both today and in the future. As such, we
continue to look for ways to improve our understanding of climate-related
risks. However, although the impact of climate change is extremely low at this
stage in the Group's development, we are conscious that "doing nothing" isn't
an acceptable response to the impact climate change may have on the business
in the future. We are therefore working to integrate climate risk variables
into our overall risk management process and establish formal
multi-disciplinary processes.
Strategy
The Group operates from a corporate head office in the UK but holds metal
exploration assets in Ontario, Canada. The nature of these assets includes
early-stage exploration with limited invasive impact. The Board is conscious
of the inherent environmental risks associated with metals exploration.
However, the Board actively encourages its contractors to operate within
international environmental guidelines and to perform their activities using
the most up-to-date equipment.
Metrics & Targets
The Board is committed to reducing its impact on the environment in all
aspects of its business activities in which it operates. The Board engages
with all its key stakeholders and partners and encourages the reduction of CO2
emissions throughout the value chain to promote an environment that actively
strives towards achieving 'net zero' by 2035. However, at this stage in the
Group's development there are no formal metrics or targets to measure the
Group's emissions against, but the Board continues to review the need to
implement metrics & targets.
This report is approved by the Board on April 30, 2026 and signed on its behalf by:
Marc J. Sale
CEO
CORPORATE GOVERNANCE REPORT
Introduction
The Company is considered as a 'small cap' company listed on the main market
of the London Stock Exchange. It has a board of directors consisting of 4
directors. Of these directors, 2 are considered as Executive directors and 2
are considered Independent Non-Executive Directors. James Knowles, the
Executive Chairman, is the only full-time employee of the Company. In order to
meet its work-related requirements, the company hires contractors on a
periodic basis as and when the need arises.
Considering the size of the Company, the Board believes that it can perform a
majority of the functions required by it or through its direct supervision.
The Company has two committees: the Audit Committee and the Remuneration
Committee which are constituted mainly by two Independent Non-Executive
Directors.
Further information on the Board's administrative and management functions
along with information about each of the two Board committees and their
composition and function as well as their respective activities for the year
2025 can be found below in this Corporate Governance Report.
Chairman's Statement
First Class Metals seeks to operate with a high degree of good corporate
governance practice at its core. Corporate governance refers to the set of
processes, policies, and procedures that are in place to ensure that a company
operates in a responsible and ethical manner. This includes everything from
financial oversight to the way that we interact with our employees, and other
stakeholders.
Effective corporate governance is crucial to the long-term success of our
Company. By maintaining high standards of transparency, accountability and
ethical behaviour, we can build trust with our stakeholders and create a
strong foundation for sustainable growth.
To that end, we have established a comprehensive framework for corporate
governance that covers all aspects of our operations. This includes a clear
code of conduct for all employees, regular audits and assessments of our
financial and operational performance, and robust systems for risk management
and compliance.
We believe that our commitment to corporate governance is a key differentiator
for our Company, and we will continue to invest in this area to ensure that we
maintain the highest standards of integrity and ethical behaviour in all that
we do.
The Chairman takes the lead in ensuring that the various facets of the Company
are functioning in an ethical way compliant with best practices in the
industry. Under the leadership of the Chairman the Company has policies in
place in order to ensure effective corporate governance. These policies are
reviewed annually.
The Board aims to lead by example and do what is in the best interest of the
Company. We operate in remote and developing areas and ensure our employees
and contractors understand their obligations towards the environment and in
respect of anti-bribery and corruption. Regular calls with senior employees
serve to refresh and re-iterate the Company's ethical standards as they apply
to the operational issues that are discussed on that call. All employees are
informed of responsibilities with regard to anti-bribery and anti-corruption
when they join the Company. Contracts with suppliers also reflect these
requirements. Employees are required to treat each other with respect and to
not tolerate any form of discrimination.
Anti-Bribery Policy
The anti-bribery policy of the Company aims to ensure that the Company and its
employees, agents and business partners comply with all relevant anti-bribery
laws and regulations. The policy prohibits any form of bribery, including
giving, offering, promising, or receiving bribes, and outlines the procedures
for reporting and investigating any suspected violations of the policy. The
policy also emphasizes the importance of due diligence in the selection and
monitoring of business partners, and provides guidance on gifts, hospitality
and donations. The Company's commitment to anti-bribery measures is often
reinforced by training, regular risk assessments and reviews of the policy's
effectiveness.
Whistle Blower Policy
The whistle-blower policy of the Company is designed to encourage employees
and others to report any suspected wrongdoing, including illegal or unethical
activities, without fear of retaliation. The policy outlines the procedures
for reporting such concerns, including options for confidential reporting, and
ensures that all reports will be investigated in a fair and objective manner.
The policy also emphasizes the Company's commitment to protecting the
confidentiality of whistle-blowers and to taking appropriate action against
any retaliation. The Company typically provides training and guidance to its
employees and other stakeholders to promote awareness of the policy and its
importance.
Environmental, Social, and Governance (ESG) Policy
The ESG policy of the Company outlines its commitment to environmental,
social, and governance principles and its approach to managing ESG risks and
opportunities. The policy covers a range of issues, including climate change,
energy use, human rights, labour standards and board diversity. The Company
sets targets and measures its performance against relevant ESG standards and
integrates ESG considerations into its decision-making processes. The Company
also engages with stakeholders, including investors, suppliers, and
communities, to promote transparency and accountability, and to identify and
address emerging ESG issues. The Company's ESG policy demonstrates its
commitment to responsible and sustainable business practices, which can
contribute to long-term value creation and resilience.
Equality and Diversity Policy
The Board is committed to our equality, diversity and inclusion policies. The
Company actively promotes equality, diversity and inclusion, and proactively
removes and addresses any activities or behaviours that may jeopardise this
policy.
The Company aims to create an environment where all stakeholders can work
harmoniously, feel valued, appreciated, and included, irrespective of race
ethnicity, culture, gender, skin colour, sexual orientation, marital status,
religion, disability, ability, educational background, family background,
political background, health or representative of any community.
The Company is an equal opportunity employer, which allows equal opportunity
for employment and progression in the organisation on the basis of ability,
qualifications and aptitude for the work. Every employee shall be treated
equally and have the right to a harmonious work environment where an
individual is treated fairly and with dignity and respect.
The Board is committed to equality, diversity, and inclusion. While there is
no formal diversity policy in place due to the current size of the Group, the
Directors remain committed to diversity among our staff and leadership team,
and this is revisited each year. The Company actively promotes equality,
diversity and inclusion, and proactively removes and addresses any activities
or behaviours that may jeopardise this commitment. The Company aims to create
an environment where all stakeholders can work harmoniously, feel valued,
appreciated, and included, irrespective of race, ethnicity, culture, gender,
skin colour, sexual orientation, marital status, religion, disability,
ability, education background, family background, political background, health
or representative of any community.
Compliance with the Quoted Company Alliance Code
In addition to the above, although the Company is not required to comply with
the UK Code of Corporate Governance because the Company is listed on the
Equity Shares (transition) category of with the London Stock Exchange.
Compliance with the Quoted Company Alliance Code is being undertaken on a
voluntary basis to the extent it is considered appropriate considering the
size of the Group. Specifically, the Group has adopted and complies with the
following principles:
Principle One: Establish a strategy and business model which promote long-term
value for shareholders.
The Board implements a well-defined strategy that aims at securing long-term
growth for the shareholders. The details of the same can be found in the
Strategic Report.
Principle Two: Seek to understand and meet shareholder needs and expectations.
The Board is committed to maintaining good communications with its
shareholders and with investors with a view to understanding their needs and
expectations. The Board and, in particular, the Chairman, maintains close
contact with many of the shareholders.
All shareholders are encouraged to attend the Company's Annual General
Meetings where they can meet and directly communicate with the Board.
The Company publishes an Annual Report, Financial Statements and Interim
Results. All of which are available at the Company's website. The Company also
provides regular regulatory announcements and business updates through the
Regulatory News Service (RNS) and copies of such announcements are posted to
the Company's website.
Shareholders and investors also have access to information on the Group
through the Company's website, http://www.firstclassmetalsplc.com/
(http://www.firstclassmetalsplc.com/) which is updated on a regular basis, and
which also includes the latest corporate presentation of the Company.
Principle Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term success.
The Company will engage positively and seek to develop close relationships
with local communities, regulatory authorities and stakeholders which are in
close proximity to or connected with its overseas operations and where
appropriate the Board will take steps to safeguard the interests of such
stakeholders.
The Board has adopted detailed ESG, Equality and Diversity, Anti-Bribery and
Whistle-blower policies. The Board plans, in due course, to adopt further
appropriate policies to ensure that the Group's activities are compliant with
best industry practices.
Principle Four: Embed effective risk management, considering both
opportunities and threats, throughout the organisation.
The Board regularly reviews its business strategy and, in particular,
identifies and evaluates the risks and uncertainties which the Group is or
may be exposed to. As a result of such reviews, the Board will take steps to
manage risks or seek to remove or reduce the Group's exposure to them as much
as possible.
The risks and uncertainties to which the Group is exposed at present and in
the foreseeable future are detailed in Principal Risks and Uncertainties in
the Strategic Report.
The Company has a system of financial controls and reporting procedures in
place which are considered to be appropriate given the size and structure of
the Group.
Principle Five: Maintain the Board as a well-functioning, balanced team led by
the Chairman.
James Knowles, the Executive Chairman, leads the Board and is responsible for
the effective performance of the Board through control of the Board's agendas
and the running of its meetings. James Knowles, in his capacity as Executive
Chairman, also has overall responsibility for the corporate governance of the
Company. James Knowles takes an active part in the day-to-day corporate
aspects of the Company. The day-to-day operational running of the Group is
delegated to Marc Sale, the Chief Executive Officer.
The Board holds Board meetings periodically, and at least four times a year,
as issues arise which require the attention of the Board. Prior to such
meetings, the Board's members receive an appropriate agenda and relevant
information and reports for consideration on all significant strategic,
operational and financial matters and other business and investment matters
which may be discussed and considered.
The Board is supported by the Remuneration and Audit Committees, details of
which are set out on below.
Principle Six: Ensure that between them the directors have the necessary up to
date experience, skills and capabilities.
The Directors' qualifications and experience are set out on in the Directors'
Report. The Board believes that the current balance of sector, technical,
financial, operational and public markets skills and experience which its
members have is appropriate for the current size and stage of development of
the Company. The Company Secretary provides advice and guidance, as required,
to the Board on regulatory matters, assisted by the Company's lawyers. The
Directors seek to keep their skills up to date through continuing professional
development and attending relevant courses. Directors from a technical
discipline are encouraged to maintain professional accreditation.
Principle Seven: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement.
The Board's performance is reviewed and considered in the light of the
progress and achievements against the Group's long-term strategy and its
strategic objectives. However, given the size and nature of the Group, the
Board does not consider it appropriate to have a formal performance evaluation
procedure in place. The Board will closely monitor the situation as required.
Principle Eight: Promote a corporate culture that is based on ethical values
and behaviours.
The Company has established corporate governance arrangements which the Board
believes are appropriate for the current size and stage of development of the
Company.
The Company has adopted a number of policies applicable to directors,
officers and employees and, in some cases, to suppliers and contractors as
well, which, in addition to the Company's corporate governance arrangements
set out above, are designed to provide the Company with a positive corporate
culture. Details of the Board's Policies can be found within this Corporate
Governance Report.
Principle Nine: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board.
Whilst the Board has overall responsibility for all aspects of the business,
James Knowles, the Executive Chairman, is responsible for overseeing the
running of the Board and ensuring that Board focuses on and agrees with the
Group's long-term direction and its business strategy and reviews and monitors
the general performance of the Group in implementing its strategic objectives.
The Board has established the Remuneration Committee and the Audit Committee
with formally delegated duties and responsibilities. Further, the Board will
have a Nomination Committee in place in the coming months.
This Corporate Governance Statement will be reviewed at least annually to
ensure that the Company's corporate governance framework evolves in line with
the Company's strategy and business plan.
Principle Ten: Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.
The Company's approach to communication with shareholders and others is set
out under Principles 2 and 3 above.
Leadership of the Board
The Board comprised of 2 Executive Directors and 2 Non-Executive Directors.
The Board is charged with the leadership of the Company and to ensure its long
terms success. The key responsibilities of the Board include:
Strategy and Planning
The Board is responsible for setting the Company's long-term strategy and
goals.
Risk Management
The Board identifies and assesses the risks associated with the Company's
operations, including financial, legal, and reputational risks.
Financial Oversight
The Board oversees the Company's financial operations, including budgeting,
financial reporting and auditing.
Corporate Governance
The Board ensures that the Company follows good corporate governance
practices, including transparency, accountability and ethical behaviour.
Stakeholder Management
The Board considers the interests of all stakeholders, including shareholders,
employees, suppliers and the community and ensures that the Company's
operations are sustainable and socially responsible.
Monitoring Performance
The Board monitors the Company's performance against its goals and strategy.
It regularly reviews the Company's financial and non-financial performance and
makes necessary adjustments to ensure the Company is meeting its objectives.
Division of Responsibilities
The Board has defined the responsibilities of the Chairman, and the CEO as
follows:
James Knowles, Chairman: The Chairman is primarily responsible for leading the
Board and providing direction for the organisation. The Chairman is
responsible for leading meetings, facilitating effective communication between
members of the Company, setting goals and strategies for the organisation, and
ensuring accountability. He is also directly involved in assisting the CEO on
day-to-day matters
Marc Sale, CEO: The CEO is responsible for the overall day to day running of
the Company and reports to the Board in which role he is supported by the
Chairman.
Independent Non-Executive Directors
Independent non-executive directors ("INEDs") play a crucial role in corporate
governance by bringing an objective and independent perspective to the
boardroom. Their primary responsibility is to act in the best interest of the
Company and its stakeholders by providing oversight, guidance and strategic
input to the Board.
The role of the independent Non-Executive Directors is as follows:
• Provide independent oversight: INEDs are responsible for
providing an objective and independent perspective on the Company's activities
and performance. They scrutinize the Board's decisions and ensure that the
Company is complying with legal and regulatory requirements.
• Monitor and advise on risk management: INEDs monitor the
Company's risk management policies and procedures and advise the Board on
potential risks and their mitigation strategies.
• Review and challenge management decisions: INEDs review and
challenge management decisions to ensure that they are aligned with the
Company's strategic goals and do not pose any risks to the Company's
reputation or financial stability.
• Provide strategic guidance: INEDs bring their expertise and
experience to the Board and provide strategic guidance on matters such as
mergers and acquisitions, capital allocation and corporate social
responsibility.
• Represent the interests of stakeholders: INEDs represent the
interests of all stakeholders, including shareholders, employees, customers
and suppliers, and ensure that their views are taken into account when making
decisions.
Andrew Williamson and Marc Bamber are considered to be INEDs of the Company.
Board Support, Meeting, and Attendance
The Board and its Committees meet regularly on scheduled dates. In leading and
controlling the Company, the Directors are expected to attend all meetings and
their attendance for the financial year 2025 is shown in the Directors'
Report.
The Company Secretary plays a vital role in ensuring good governance,
assisting the Chairman. Procedures are in place for distributing meeting
agendas and reports so that they are received in good time, with the
appropriate information. Ahead of each Board meeting, the Directors each
receive reports which include updates on strategy, finance, including
management accounts, operations, commercial activities, business development,
risk management, legal and regulatory, people and infrastructure and on
investor relations. The Directors may have access to independent professional
advice, where needed, at the Company's expense.
Board Induction, Training and Development
New Directors are provided with a full and tailored induction in order to
introduce them to the business and management of the Company. Throughout their
tenure, Directors are given access to the Company's operations and personnel,
and receive updates on relevant issues as appropriate, taking into account
their individual qualifications and experience. This allows the Directors to
function effectively with appropriate knowledge of the Company.
The Board is satisfied that each Director has sufficient time to devote to
discharging his responsibilities as a Director of the Company.
Re-Election of Directors
Directors are required to retire and, if eligible, stand for re-election: i)
during the third Annual General Meeting from the Annual General Meeting at
which they were first elected and at every third Annual General Meeting
thereafter; or ii) on the following Annual General Meeting in case they were
appointed by the Board of Directors, as is required by the Company's Articles
of Association. The composition of the Board is provided above.
Board Committees
The Board has delegated and empowered two Committees: An Audit Committee and a
Remuneration Committee.
The Company has thus far not formed a Nomination Committee due to the size of
its Board.
Each Committee has written terms of reference set by the Board, which are
reviewed annually. The Chair of each committee reports to the Board on the
activities of and determinations of such committee. A summary of each
Committee's responsibilities and the work done during the year follows.
Audit Committee Report
Composition of the Audit Committee
The Audit Committee comprises of Marc Bamber (Chair of the committee) and
Andrew Williamson. The Board considers all members of this committee to have
the appropriate skills and expertise. See Director biographies in the
Directors' report.
The appointments to the Audit Committee are made by the Board. Only members of
the committee have the right to attend these meetings, however the Executive
Directors or senior financial members of the Company may be invited by the
Committee in order to provide their opinion as required. The external auditor
may also attend the meetings and discuss as required the planning and
conclusions of their work. The committee also calls upon information from
management and consults with the external auditor if required.
The committee meets at least twice a year directly linked to the Company's
half year and full year results. It further meets as required.
Operation of the Committee
The Audit Committee periodically reviews and updates the Terms of Reference in
order to conform to best practices. These are subject to Board approval.
The Committee works to a planned programme of activities, which are focused on
key events in the annual financial reporting cycle and other matters that are
considered in accordance with its Terms of Reference.
The Committee operates within terms of reference approved by the Board,
including:
• Considering the appointment of external auditors.
• Reviewing relationship with external auditors.
• Reviewing financial reporting and internal control procedures.
• Reviewing the consistency of accounting policies.
An important part of the role of the Audit Committee is its responsibility for
reviewing the effectiveness of the Company's financial reporting, internal
control policies, and procedures for the identification, assessment and
reporting of risk.
The Directors are responsible for internal control in the Company and for
reviewing effectiveness. Due to the size of the Company, all key decisions are
made by the Board. The Directors have reviewed the effectiveness of the
Company's systems during the period under review and consider that there have
been no material losses, contingencies, or uncertainties due to weaknesses in
the controls. A key governance requirement of the Company's financial
statements is for the report and accounts to be fair, balanced and
understandable. The coordination and review of the Company wide input into the
Annual Report is a sizeable exercise performed within an exacting time frame.
It runs alongside the formal audit process undertaken by external auditors and
is designed to arrive at a position where initially the Committee, and then
the Board, is satisfied with the overall fairness, balance, and clarity of the
document.
An essential part of the integrity of the financial statements are the key
assumptions and estimates or judgements that have to be made. The Committee
reviews key judgements prior to publication of the financial statements at the
full and half year, as well as considering significant issues throughout the
year. In particular, this includes reviewing any materially subjective
assumptions within the Group's activities. The Committee reviewed and was
satisfied that the judgements exercised by management on material items
contained within the Annual Report were reasonable and that there were no
significant issues that needed to be addressed in relation to the financial
statements. The key assumptions and estimates or judgements that have been
used in preparing these financial statements are set out in note 3 to the
accounts.
Internal financial control
Financial controls have been established to maintain proper accounting records
and to provide reliable financial information for internal use. Key financial
controls include:
• The maintenance of proper records;
• A schedule of matters reserved for the approval of the Board;
• Evaluation, approval procedures and risk assessment for
acquisitions; and
• Close involvement of the Executive Directors in the day-to-day
operational matters of the Group.
The Directors are responsible for the Group's methods of internal control. The
Group's risk management protocols and internal control methods are designed to
reduce risk associated with the business of the Group and achieve its
strategic objectives. The Group has established procedures of internal control
that are considered adequate for a business of the size of the Group.
Audit, Risk and Internal Control
The Audit Committee did not face any significant issues in relation to the
preparation of the financial statements. The financial accounts were prepared
by the Company with the assistance of DSG Accountancy and Professional
Services Limited and were audited by Royce Peeling Green Limited.
Marc Bamber
Audit Committee Chairman
30 April 2026
Remuneration Report
Composition of the Remuneration Committee
The Remuneration Committee for the reporting period comprised of Andrew
Williamson (Chair of the Committee) and Marc Bamber.
Role of the Remuneration Committee
The Remuneration Committee's function includes ascertaining the policy and
amount of the remuneration of the Executive Directors and other executives
including bonuses, incentive payments and share options.
Remuneration Policy
The Remuneration Committee is committed to ensuring that the Company's key
executive team is incentivised to drive sustainable earnings growth and
returns to shareholders, thereby creating a genuinely strong alignment of
interests between management and investors. The Company's remuneration policy
aims to provide its members with a competitive market aligned remuneration
package to reward their performance and deliver value for shareholders.
Remuneration packages are aligned against to that of similar organisations in
the sector.
Remuneration policy is designed to ensure that it attracts, retains and
motivates the executive members of the Company for the long term. The basic
structure of a remuneration package consists of a basic salary, an annual
bonus plan and a pension plan.
The remuneration policy is based on the following principles:
1. Fairness and equity: The remuneration should be fair and equitable,
ensuring that employees receive compensation that is commensurate with their
skills, experience, and performance.
2. Transparency: The remuneration policy should be transparent, ensuring
that employees understand how their compensation is determined, including the
criteria used for performance evaluation and promotion. As a listed Public
Company, an effective measure used to evaluate performance is the prevailing
market price of the Company's stock and its performance over various time
periods.
3. Competitive compensation: The policy aims to offer compensation that is
competitive with industry standards, allowing the Company to attract and
retain top talent.
4. Incentives for performance: The policy includes incentives for high
performance, such as bonuses or other forms of variable pay, to motivate
employees to achieve their goals and objectives.
5. Flexibility: The policy is flexible, allowing for adjustments to
compensation based on changes in market conditions, industry trends, and
individual employee performance.
6. Regular review: The policy is regularly reviewed and updated to ensure
it remains effective and relevant to changing organisational needs and market
conditions.
Remuneration of Directors
The remuneration policy and packages of the Directors were duly covered in
detail in the Annual Report 2024 and approved at the Annual General meeting of
the Company held on 9 June 2025. Further, details of the same will be
submitted to the general body of the shareholders at the forthcoming Annual
General Meeting of the Company.
a. Remuneration of Executive Directors
During the year, the Executive Directors received a basic salary and benefits
as set out in the table below.
b. Remuneration of Non-Executive Directors
The remuneration of the Non-Executive Directors is set by the Board. They
attend meeting of the Board of the Company as well as perform their functions
in the various Board committees.
Directors Remuneration Report
Salary/Bonus Fees Defined contribution pension scheme contributions Total
£ £ £ £
MBamber 41,185 41,185
JKnowles 97,996 97,996
MSale 21,600 126,694 28,000 176,294
AWilliamson 38,800 38,800
Carlos Espinosa 6,629 6,629
119,596 213,308 28,000 360,904
Notes:
1. Marc Sale's company Specialist Exploration Services Scotland Limited
("SES") was paid a total of £126,694 during the year. These payments include
travel/accommodation & out of pocket expenses incurred through the period
by SES on behalf of First Class Metals PLC amounting to £4571.30.
2. Bonus Payments totalling £75,000 as follows: £30,000 to James
Knowles, £30,000 to Marc Sale, £10,000 to Marc Bamber and £5,000 to Andrew
Williamson were awarded in 2024. A portion of this sum has been paid and the
outstanding payable sums as of 31 December 2025 are: £20,000 to James
Knowles, £20,000 to Marc Sale, £5,000 to Marc Bamber and £2,500 to Andrew
Williamson. No other bonuses were awarded to this date.
Company Pension Scheme
As of 31 December 2025, the Company has a pension plan in place which the
Directors may opt in to whereupon the Company will pay contributions in
relation to their remuneration. Thus far, only Marc Sale has opted in. The
Company has not paid out any further excess retirement benefits to any other
Directors.
Service Contracts
The Company has entered into service contracts with each of its directors.
These contracts are on an ongoing basis with the Executive Directors and
includes a six month notice period in case of termination.
The contracts with the INEDs are on a three-year basis with an option to renew
upon mutual agreement.
The Company entered into a consultancy agreement with Specialist Exploration
Services (Scotland) Limited (SES) on 1 March 2022 (SES Consultancy Agreement),
pursuant to which SES agreed to provide certain consultancy services to the
Company.
SES is a company that Marc Sale owns 51% of. The engagement commenced with
effect from 1 March 2022 and shall continue unless terminated as provided for
in the SES Consultancy Agreement or on the giving of not less than four weeks'
prior written notice by either party. The engagement is for a minimum
commitment of at least 12 days per month with such additional time, if any, as
may be necessary for the proper performance of the services.
The Company has entered into an agreement for services with Vrynwy Limited on
October 12, 2023. Vrynwy Limited has appointed Andrew Williamson as an INED of
the Company. The agreement has a term of three years. The agreement may be
terminated by either party by giving one month's notice to the other. The
agreement is subject to the Company's Articles of Association as may be
amended from time to time.
The Company has entered into an agreement for services with Marc Bamber on 25
July 2022. The agreement has a term of three years. The agreement may be
terminated by either party by giving six months' notice to the other. The
agreement is subject to the Company's Articles of Association as may be
amended from time to time. Upon request by Marc Bamber, the payments for such
services are being made to his company Buffalo Associates Limited. Copies of
the letters of appointments and service contracts awarded to Directors are
kept at the registered office of the Company for inspection.
Directors' interest in shares
% of total capital issued
Number of Shares
Holder
James Knowles 9,949,258 3.9%
Marc Sale 696,419 0.27%
Marc Bamber 1,377,965 0.54%
Andrew Williamson - -
During the reporting period, two meetings of the Committee were held on 5
August 2025 and 17 September 2025 in order to evaluate and recommend suitable
bonuses and pay increases to reward the efforts made by various members of the
Company, however, it was determined that as the Company was waiting on the
completion of certain events, no changes would be made as of the date of the
meeting. =
The Committee considered and recommended a Share Option Plan in December 2023,
and the Board of Directors adopted the same. Currently no share options have
been awarded under this scheme. However, it is the intention of the Company to
award share options as described in the table below at such time the
recipients are no longer in possession of inside information as per UK Market
Abuse Regulations with specific reference to the press release of 9 June 2025
announced by the Company.
Exercise Price 2 (#_ftn2)
Number of Options
Grantee
James Knowles 4,000,000 To be determined
Marc Sale 795,000 £0.02 3 (#_ftn3)
Marc Sale 4,000,000 To be determined
Marc Bamber 2,000,000 To be determined
Andrew Williamson 2,000,000 To be determined
Siddharth Muricken 2,000,000 To be determined
Consideration of shareholder views
The Remuneration Committee considers shareholder feedback received and
guidance from shareholder bodies. This feedback, plus any additional feedback
received from time to time, is considered as part of the Company's periodic
reviews of its policy on remuneration.
UK 10-year performance graph
The directors have considered the requirement for a UK 10-year performance
graph comparing the Group's Total Shareholder Return with that of a comparable
indicator. The directors do not currently consider that including the graph
will be meaningful because the Company has only been listed since July 2022,
is not paying dividends and is currently incurring losses as it gains scale.
The Directors therefore do not consider the inclusion of this graph to be
useful to shareholders at the current time. The Directors will review the
inclusion of this table for future reports.
UK 10-year CEO table and UK percentage change table
The Directors have considered the requirement for a UK 10-year CEO table and
UK percentage change table. The Directors do not currently consider that
including these tables would be meaningful because, as described under the
Directors' Service Contracts section above, Directors have been engaged in the
Company only since July 2022. The Directors will review the inclusion of this
table for future reports.
Relative importance of spend on pay
The Directors have considered the requirement to present information on the
relative importance of spend on pay compared to shareholder dividends paid.
Given that the Company does not currently pay dividends the Directors have not
considered it necessary to include such information.
Policy for new appointments
Base salary levels will take into account market data for the relevant role,
internal relativities, the individual's experience, and their current base
salary. Where an individual is recruited at below market norms, they may be
re-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Committee may agree that the
Company will meet certain relocation and/or incidental expenses as
appropriate.
Policy on payment for loss of office
Payment for loss of office would be determined by the Remuneration Committee,
taking into account contractual obligations.
Andrew Williamson
Remuneration Committee Chairman
DIRECTORS' REPORT
The Directors present their report together with the audited financial
statements for the year ended 31 December 2025.
A review of the business and principal risks and uncertainties has been
included in the Strategic Report.
Principal Activity
The principal activities of the Company during the period were the acquisition
and the exploration and development of its property assets. Successful
acquisitions have been completed in 2025
Dividends
No dividend has been paid during the year, nor do the Directors recommend the
payment of a final dividend (2024: £nil).
Directors
The Directors who served during the year and up to the date hereof were as
follows:
Date of appointment Date of resignation
Marc Sale 16 June 2022 03 March 2025
Marc Sale 2 September 2025 -
James Knowles 26 January 2021 -
Andrew Williamson 15 October 2023 -
Marc Bamber 22 July 2022 -
David Webster 03 March 2025 31March 2025
Directors' Indemnity Provisions
The Company has implemented Directors and Officers Liability Indemnity
insurance.
Donations
The Company made no political donations during the year (2024: £nil).
Share Capital
First Class Metals Plc is incorporated as a public limited company and is
registered in England and Wales with the registered number 13158545. The
Company has one class of Ordinary Share, and all shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of
capital.
Substantial Shareholdings
Details of changes in share capital during the year are detailed in note 17 to
the financial statements. On 31 December 2025 shareholders may be analysed as
follows:
Major Shareholders
Shareholder As of 31(st) December 2024 % of issued ordinary share capital As at the date of this document % of issued ordinary share capital
Number of Ordinary Shares
Number of Ordinary Shares
James Goozee 25,456,928 10.58% 41,620,184 11.58%
79(th) Group Limited 78,552,084 32.65% 0 0%
Power Metal Resources Plc and Power Metals Canada 19,033,802 7.91% 19,033,802 5.17%
Anthony Harris 0 16,882,738 4.46%
Darren Andrew Rowlands 0 16,223,709 4.44%
James Knowles 9,949,258 4.13% 9,949,258 2.70%
Ayub Bodi 10,149,256 4.21% 10,149,256 2.75%
Others sub 3% 97,444,871 40.5% 254,090,525 69.05%
-
Total Issued 240,586,199 367,949,472
Board of Directors
The Board currently consists of two executive Directors & two independent
non-executive Directors. It met regularly throughout 2025 to discuss key
issues and to monitor the Company's overall performance. All matters and
committees, such as Remuneration and Audit are considered by this Board.
James Knowles
Executive Chairman
A corporate professional who has enjoyed a twenty-five-year career in the
financial sector, James is primarily focused on debt funding for Real Estate
projects, most recently for Barclays Bank PLC. James is a seasoned resource
company investor and has consulted to several London and Canadian listed
junior resource companies on investor relations, public relations and social
media marketing activities.
Marc Sale
Executive Director & Chief Executive Officer
A corporate professional who has specialised in natural resources,
specifically precious and base metals, with a focus on gold, for over 25
years. Marc has worked on project assessment, exploration, and development in
Africa, the Americas, Europe, and Australasia. He has held Technical
Directorships for several listed and private companies, including Brancote
PLC, Landore Resources PLC, Gold Mines of Sardinia, and Patagonia Gold. As a
'Competent Person' he is accomplished in the preparation of Company reports
and overseeing JORC/NI43-101 reporting as well as delivery of presentations to
investors, institutions and shareholders.
Andrew Williamson
Non-Executive Director
Andrew qualified as a lawyer in 1990 and has worked in the corporate field
throughout his career. As a corporate partner, he advised on corporate and
capital market transactions, both debt and equity. He has substantial
experience of listings on the major stock markets around the world. He also
has extensive experience of public and private corporate transactions and the
creation of domestic and international investment funds. A former
institutional corporate stockbroker, nomad, and sponsor to the Full List, he
is known to use his extensive commercial experience to assist his clients with
their legal issues. He has been recognized as a recommended lawyer by legal
500 in the private acquisition and merger (sub £100m) category and in the
debt capital market category.
Marc Bamber
Non-Executive Director
A Global Corporate Financier, with over 20 years of experience in the hedge
fund sector, capital markets, private and institutional investments, investor
comms, and marketing. Marc was a core member of the multiple award-winning RAB
Special Situations Fund that delivered net returns of 50x to investors with
circa. US$2.8Bn in Assets Under Management (AUM) in just under five years.
Marc is very active in the international markets and works with a number of
Toronto and London-listed companies in senior management roles.
Directors' powers
As set out in the Company's Articles of Association, the business of the
Company is managed by the Board which may exercise all powers of the Company.
Directors' Remuneration
A total of £360,964 was paid as remuneration to Directors for the year ended
31 December 2025. The remuneration of the Directors will further be put to the
approval of the shareholders at the forthcoming Annual General Meeting of the
Company
Board Activities
The Board has determined that the Company will have a minimum of four Board
Meetings, one Audit Committee Meeting and two Remuneration Committee Meetings
each year. Due to necessary circumstances, the Board held a total of 10
meetings during the year 2025. The meeting of the Audit Committee was held on
30 April 2025, and the meetings of the Remuneration Committee were held on 5
August and 17 September 2025.
The table below provides an overview of the attendance of the various
directors.
Board Meeting Attendance
Name of Director Meetings Attended
James Knowles 10
Marc Sale 5 4 (#_ftn4)
Marc Bamber 8
Andrew Williamson 10
David Webster 0
Explanation of Board Performance and Effectiveness
During the financial year ended 31 December 2025 a Board evaluation was
carried out, and it has been determined that the Board has been effective
during the period. Additionally, the Board believes that it has developed a
suitable composition in order to continue to perform as a cohesive Board for
the foreseeable future.
Auditor
First Class Metals Plc had appointed Royce Peeling Green Limited (RPG) on 9
February 2023. RPG has expressed its willingness to continue in office.
At the Annual General Meeting for the year 2025, the Board assessed the
performance of RPG for the previous year and recommended to the shareholders
that RPG be re-appointed as auditors to the Company for an additional term of
one year. This was duly passed by the shareholders as an ordinary resolution.
RPG is a long-established firm of Chartered Accountants and a Public Interest
Entity (PIE) registered auditor based in Manchester, England. RPG is a UK
member of DFK International, a leading global association of independent
accounting firms with a significant international presence across numerous
countries. In the UK, RPG operates from two offices with a team of
approximately 100 staff, including 10 directors.
RPG does not provide any non-audit services to the Company and therefore its
objectivity and independence are safe-guarded.
It is also to be noted that there are no contractual obligations restricting
the Board's choice of external auditor.
A resolution to reappoint RPG will be proposed at the forthcoming Annual
General Meeting.
Shareholder Communications
The Company uses its corporate website https://www.firstclassmetalsplc.com/
(http://www.firstclassmetalsplc.com/) to ensure that the latest announcements,
press releases and published financial information are available to all
shareholders and other interested parties. The AGM will be used to communicate
with both institutional shareholders and private investors and all
shareholders are encouraged to participate. The Company counts all proxy votes
and will indicate the level of proxies lodged on each resolution after it has
been dealt with by a show of hands.
Disclosure of Information to the Auditor
Each of the persons who is a Director at the date of approval of this Annual
Report confirms that:
• so far as the Director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
• the Director has taken all the steps that he ought to have taken as
a director in order to make himself aware of any relevant audit information
and to establish that the Company's auditors are aware of that information.
Statement of Directors' Responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing this report and the financial
statements in accordance with applicable United Kingdom law and regulations
and UK adopted International Financial Reporting Standards ("IFRS").
Company law requires the Directors to prepare financial statements for each
financial period which present fairly the financial position of the Company
and the financial performance and cash flows of the Company for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and prudent;
• present information, including accounting policies, in a manner that
provides relevant, reliable, comparable, and understandable information;
• state whether applicable IFRSs have been followed, subject to any
material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business; and
• provide additional disclosures when compliance with the specific
requirements in IFRS is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the entity's
financial position and financial performance.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that comply with that law and those
regulations, and for ensuring that the Annual Report includes information
required by the Listing Rules of the Financial Conduct Authority.
The financial statements are published on the Company's website
https://www.firstclassmetalsplc.com/ (http://www.firstclassmetalsplc.com/) .
(http://www.firstclassmetalsplc.com/) The work carried out by the Auditor does
not involve consideration of the maintenance and integrity of this website and
accordingly, the Auditor accepts no responsibility for any changes that have
occurred to the financial statements since they were initially presented on
the website. Visitors to the website need to be aware that legislation in the
United Kingdom covering the preparation and dissemination of the financial
statements may differ from legislation in their jurisdiction.
The directors reduce the risk by outsourcing the preparation of consolidated
financial statements to DSG https://www.dsg.uk.com/ (https://www.dsg.uk.com/)
, a firm of chartered accountants who have adequate skills and experience
necessary to do so.
The Directors confirm that to the best of their knowledge:
• the Company financial statements give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group;
• this Annual Report includes the fair review of the development and
performance of the business and the position of the Group together with a
description of the principal risks and uncertainties that it faces; and
• the Annual Report and Financial Statements, taken as a whole, are
fair, balanced, and understandable and provide information necessary for
shareholders to assess the Group and Company's performance, business and
strategy.
Forward Looking Statements
This document contains certain forward-looking statements. The forward-looking
statements reflect the knowledge and information available to the Directors of
the Company and Group during preparation and up to the publication of this
document. By their very nature, these statements depend upon circumstances and
relate to events that may occur in the future and thereby involving a degree
of uncertainty. The statements, estimates and projections herein are based
upon various assumptions by the Company that may not prove to be correct. Such
assumptions are inherently subject to significant economic and competitive
uncertainties and contingencies, many of which are beyond the control of the
Company, and upon assumptions with respect to the future performance of the
Company that may be subject to change because of circumstances beyond the
control of the directors and/or the Company. The Company believes that such
estimates and other assumptions are reasonable under the circumstances, but no
representation, warranty or other assurance is given that such statements,
estimates and projections will be realized. There may be variances between
such projections and actual events and results.
Post period events
The Company was awarded an OJEP Grant from the Canadian Ministry of Mines for
the Sunbeam property for work completed up to March 2026. No cash sums have
been received yet.
For further information see:
https://firstclassmetalsplc.com/announcements/7456816
An NQ diamond drilling programme was completed in Q1 2026 at the Roy Prospect
within the Sunbeam Property. The programme comprised over 1,000 metres of
drilling. All assay samples have been submitted to the laboratory for
analysis, and results are currently pending. Positive initial results have
been received and published. The initial hole which attempted to twin the
historic drill hole (SP-11-12 4g/t Au over 1.85m) contained ~2m @1.3g/t Au;
the second hole contained 1.1m @ 2.3g/t. Holes three and four both contained a
metre at roughly 0.5g/t Au. The photon assay results have also been received
for the three sections of core with reported visible gold. Hole 06 (second
reported dual occurrence of visible gold) contained two consecutive samples
giving 0.6m @ 2.2g/t Au. Significantly hole 05 which contained the initial
report of visible gold, returned 0.3m @ 45g/t gold which would equate to
almost 5 ounces of gold over one metre, 150g/m (gram metres). Further assay
results are pending as of the time of writing.
For further information see:
https://firstclassmetalsplc.com/announcements/7504435
No other adjusting or significant non-adjusting events have occurred between
the 31 December reporting date and the date of authorisation.
This report is approved by the Board on 30 April 2026 and signed on its behalf
by:
James Knowles
Chairman
First Class Metals Plc
(Registration number: 13158545)
Consolidated Income Statement for the Year Ended 31 December 2025
Note 31 December 31 December
2025
2024
£
£
Revenue - -
Administrative expenses (1,220,055) (1,365,274)
Profit on disposal of intangible assets - 31,906
Operating loss 5 (1,220,055) (1,333,368)
1,145
Finance income 177
(54,672)
Finance costs (26,766)
Net finance cost 6 (53,527) (26,589)
Loss before tax (1,273,582) (1,359,957)
Taxation 10 - -
Loss for the year (1,273,582) (1,359,957)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation (losses)/gains 39,598 (13,904)
Total comprehensive loss for the year (1,233,984) (1,373,861)
Total comprehensive loss attributable to:
Owners of the company (1,233,984) (1,373,861)
The above results were derived from continuing operations.
Loss per share
Basic and diluted loss per share (pence) 11 (0.61)p (1.53)p
First Class Metals Plc
(Registration number: 13158545)
Consolidated Statement of Financial Position as of 31 December 2025
Note 31 December 31 December
2025
2024
£
£
Assets
Non-current assets
Property, plant, and equipment 13 10,716 16,731
Mineral property exploration and evaluation 12 4,033,288 3,643,342
4,044,004 3,660,073
Current assets
Trade and other receivables 15 61,050 90,389
Cash and cash equivalents 16 77,398 221,071
138,448 311,460
Total assets 4,182,452 3,971,533
Equity and liabilities
Equity
Share capital 17 240,586 100,819
Share premium 18 8,129,187 5,474,035
Equity reserve 18 - 713,761
Foreign currency translation reserve 18 25,806 (13,792)
Retained earnings 18 (5,058,183) (3,784,601)
Equity attributable to owners of the company 3,337,396 2,489,822
Current liabilities
Trade and other payables 20 442,549 558,603
Loans and borrowings 19 402,507 700,000
845,056 1,258,603
Non-current liabilities
Trade and other payables 20 - 223,108
Total liabilities 845,056 1,481,711
Total equity and liabilities 4,182,452 3,971,533
The financial statements were approved and authorised for issue by the Board
on 30 April 2026 and signed on its behalf by:
James Peter Knowles - Executive Chairman
Director
First Class Metals Plc
(Registration number: 13158545)
Company Statement of Financial Position as of 31 December 2025
Note 31 December 31 December
2025
2024
£
£
Assets
Non-current assets
Property, plant, and equipment 13 10,424 16,731
Investments in subsidiary 14 581 581
11,005 17,312
Current assets
Trade and other receivables 15 4,623,078 3,893,229
Cash and cash equivalents 16 77,398 187,842
4,700,476 4,081,071
Total assets 4,711,481 4,098,383
Equity and liabilities
Equity
Share capital 17 240,586 100,819
Share premium 18 8,129,187 5,474,035
Equity reserve 18 - 713,361
Retained earnings 18 (4,272,106) (3,213,191)
Total equity 4,097,667 3,075,024
Current liabilities
Trade and other payables 20 211,307 323,359
Loans and borrowings 19 402,507 700,000
613,814 1,023,359
Total equity and liabilities 4,711,481 4,098,383
The Company's loss for the year was £1,058,916 (2024: loss of £1,103,260).
The financial statements were approved and authorised for issued by the Board
on 30 April 2026 and signed on its behalf by:
James Peter Knowles - Executive Chairman
Director
First Class Metals Plc
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£
£
£
£
£
£
On 1 January 2025 100,819 5,474,035 713,361 (13,792) (3,784,601) 2,489,822
Loss for the year - - - - (1,273,582) (1,273,582)
Other comprehensive income - - - 39,598 - 39,598
Total comprehensive income - - - 39,598 (1,273,582) (1,233,984)
New share capital subscribed 139,767 2,655,152 - - - 2,794,919
Shares to be issued - - - - - -
Other equity reserve movements - - (713,361) - - (713,361)
On 31 December 2025 240,586 8,129,187 - 25,806 (5,058,183) 3,337,396
Share capital Share premium Equity reserve Foreign currency translation Retained earnings Total equity
£
£
£
£
£
£
On 1 January 2024 82,046 4,719,622 719,440 112 (2,424,644) 3,096,576
Loss for the year - - - - (1,359,957) (1,359,957)
Other comprehensive income - - - (13,904) - (13,904)
Total comprehensive income - - - (13,904) (1,359,957) (1,373,861)
New share capital subscribed 18,773 754,413 - - - 773,186
Shares to be issued - - 353,641 - - 353,641
Other equity reserve movements - - (359,720) - - (359,720)
On 31 December 2024 100,819 5,474,035 713,361 (13,792) (3,784,601) 2,489,822
First Class Metals Plc
Company Statement of Changes in Equity for the Year Ended 31 December 2025
Share capital Share premium Equity reserve Retained earnings Total
£
£
£
£
£
On 1 January 2025 100,819 5,474,035 713,361 (3,213,191) 3,075,024
Loss for the year - - - (1,058,915) (1,058,915)
Total comprehensive income - - - (1,058,915) (1,058,915)
New share capital subscribed 139,767 2,655,152 - - 2,794,919
Shares to be issued - - - - -
Other equity reserve movements - - (713,361) - (713,361)
On 31 December 2025 240,586 8,129,187 - (4,272,106) 4,097,667
Share capital Share premium Equity reserve Retained earnings Total
£
£
£
£
£
On 1 January 2024 82,046 4,719,622 719,440 (2,109,031) 3,411,177
Loss for the year - - - (1,103,260) (1,103,260)
Total comprehensive income - - - (1,103,260) (1,103,260)
New share capital subscribed 18,773 754,413 - - 773,186
Shares to be issued - - 353,641 - 353,641
Other equity reserve movements - - (359,220) - (359,220)
On 31 December 2024 100,819 5,474,035 713,361 (3,213,191) 3,075,024
First Class Metals Plc
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
Note 31 December 31 December
2025
2024
£
£
Cash flows from operating activities
Loss for the year (1,273,582) (1,359,957)
Adjustments to cash flows from non-cash items
Depreciation and amortisation 5 6,405 1,495
Impairment losses 5 92,185 3,153
(Profit)/loss on disposal of mineral properties exploration and evaluation 5 - (31,906)
assets
Foreign exchange loss/(gain) 5 60,330 202,357
Finance income 6 (1,145) (177)
Finance costs 6 54,672 26,766
(1,061,135) (1,158,269)
Working capital adjustments
Decrease/(increase) in trade and other receivables 15 29,339 199,623
Increase in trade and other payables 21 (113,097) 255,181
Net cash flow from operating activities (1,144,893) (703,465)
Cash flows from investing activities
Interest received 6 1,145 177
Acquisitions of property plant and equipment (390) (17,323)
Proceeds of disposal of mineral property exploration and evaluation assets 12 - 262,480
Acquisition of mineral property exploration and evaluation assets 12 (568,802) (653,081)
Net cash flows from investing activities (568,047) (407,747)
Cash flows from financing activities
Interest paid 6 - -
Proceeds from issue of ordinary shares, net of issue costs 520,000 773,186
Proceeds from other borrowing draw downs 1,038,000 700,000
Repayment of other borrowing - (160,000)
Financing of shares loaned by directors - (103,220)
Finance cost of financial instruments (54,672) (26,766)
Foreign exchange gains or losses 65,939 8,281
Net cash flows from financing activities 1,569,267 1,191,481
Net (decrease)/increase in cash and cash equivalents (143,673) 80,269
Cash and cash equivalents on 1 January 221,071 140,802
Cash and cash equivalents on 31 December 77,398 221,071
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
1 General information
The Company is a public company limited by share capital, incorporated and
domiciled in England and Wales. The principal activity of the Company was that
of a holding company.
The principal activity of the Group was that of the exploration of gold and
other semi-precious metals as well as battery metals critical to energy
storage and power generation solutions.
The Company's ordinary shares are traded on the London Stock Exchange (LSE)
under the ticker symbol FCM.
The address of its registered office is:
Manor Court Offices
Suite 24 Manor Court,
Salesbury Hall Road, Ribchester,
Preston, Lancashire,
PR3 3XR,
United Kingdom
These consolidated financial statements comprise the Company and its
subsidiary, First Class Metals Canada Inc. (together referred to as 'the
Group').
These financial statements were authorised for issue by the board on 30 April
2026.
2 Accounting policies
Statement of compliance
The statutory financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the UK and in
accordance with UK companies' legislation, as applicable to companies
reporting under IFRS.
Basis of preparation
The financial information has been prepared on the historical cost basis.
The financial statements are of the Group and Company are presented in
sterling (£), which is the Company's functional currency. Each group entity
determines its own functional currency, that of the subsidiary entity being
Canadian $. All items included in the financial statements of each entity are
measured using that functional currency.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
2 Accounting policies (continued)
Basis of consolidation
The consolidated financial statements comprise the financial information of
the Company and its subsidiary made up to the end of the reporting period.
Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee.
The consolidated financial statements present the results of the Company and
its subsidiary as if they formed a single entity. Inter-company transactions
and balances between group companies are therefore eliminated in full. The
financial information of subsidiaries is included in the Group's financial
statements from the date that control commences until the date that control
ceases.
The Company has taken advantage of the exemption available under section 408
of the Companies Act 2006 and elected not to present its own Income Statement
in these financial statements.
Profit or loss and each component of other comprehensive income (OCI) are
attributed to the equity holders of the parent of the Group. When necessary,
adjustments are made to the financial information of subsidiaries to bring
their accounting policies into line with the Group's accounting policies.
Adoption of New and Revised Standards
The following standards and amendments became effective in the year:
• IFRS 16 Amendments to clarify how a seller-lessee subsequently measures
sale and leaseback transactions.
• Amendment to IAS 7 and IFRS 7 - Supplier finance
• Amendment to IAS 1 - Non-current liabilities with covenants
There has been no material impact from the adoption of new standards,
amendments to standards or interpretations which are relevant to the Group.
New standards and interpretations not yet adopted
Certain new standards, amendments and interpretations to existing standards
have been published that are mandatory for accounting periods beginning on or
after 1 January 2026 and which the Group has chosen not to adopt early. These
include the following standards which are relevant to the Group:
• Amendments to IAS 21 - Lack of Exchangeability
• IFRS S1, 'General requirements for disclosure of sustainability-related
financial information
• IFRS S2, 'Climate-related disclosures'
• Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of
Financial Instruments
• IFRS 18 - Presentation and Disclosure in Financial Statements
The Group does not expect that the standards and amendments issued but not yet
effective will have a material impact on results or net assets.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
2 Accounting policies (continued)
Going concern
As a junior exploration company, the Directors are aware that the Company must
seek funds from the market in the next 12 months to meet its investment and
exploration plans and to maintain its listing status.
The Group's reliance on a successful fund raising presents a material
uncertainty that may cast doubt on the Group's ability to continue to operate
as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The Company successfully raised £1,558,000 in the year ended 31 December 2025
through a combination of issuing new shares and warrant conversions. As at the
year-end date the Group had total cash reserves of £77,398 (2024: £221,802).
Additionally, the Company is advancing multiple transactions, which if
successful, would have a substantial positive effect on the Company's
business.
The Directors are aware of the reliance on fund raising within the next 12
months and the material uncertainty this presents but having reviewed the
Group's working capital forecasts they believe the Group is well placed to
manage its business risks successfully providing the fund raising is
successful.
Government grants
Government grants received of a capital nature are generally deducted in
arriving at the carrying amount of the asset purchased. Grants that are
receivable as compensation for expenses or losses already incurred or for the
purpose of giving immediate financial support to the Group with no future
related costs are recognised in profit or loss in the period in which they
become receivable. Where retention of a government grant is dependent on the
Group satisfying certain criteria, it is initially recognised as deferred
income. When the criteria for retention have been satisfied, the deferred
income balance is released to the consolidated income statement or netted
against the asset purchased.
Foreign currency transactions and balances
Transactions in currencies other than the Group's functional currency are
recognised at the rates of exchange prevailing at the dates of the
transaction. At the end of each reporting period, monetary items denominated
in foreign currencies are translated at the rates prevailing at that date.
Non-monetary items that are measured in terms of historical costs are not
re-translated.
Exchange gains or losses arising from translations of foreign currency
monetary assets, liabilities and transactions are recorded in foreign exchange
gain (loss) in the statement of net income (loss).
Segmental reporting
Operating segments are presented using the 'management approach', where the
information presented is on the same basis as the internal reports provided to
the Executive Chairman. The Executive Chairman is responsible for the
allocation of resources to operating segments and assessing their performance.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
2 Accounting policies (continued)
Tax
Income tax expense represents the sum of the tax currently payable and
deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit reported in the Income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are not taxable or tax deductible.
The Group's liability for current tax is calculated using tax rates (and tax
laws) that have been enacted or substantively enacted in countries where the
Group and its subsidiaries operate by the end of the financial period.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in an obligation to pay
more, or a right to pay less or to receive more tax, with the following
exceptions:
Deferred tax assets are recognised only to the extent that the Directors
consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing differences
can be deducted. Deferred tax is measured on an undiscounted basis at the tax
rates that are expected to apply in the periods in which timing differences
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
Property, plant, and equipment
Property, plant, and equipment is stated in the statement of financial
position at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable
incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their
estimated useful lives, as follows:
Asset class Depreciation method and rate
Property Over the term of the lease
Computer equipment 3 years - straight line basis
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
2 Accounting policies (continued)
Mineral property exploration and evaluation
Exploration and evaluation assets under IFRS 6 include acquired mineral use
rights for mineral properties held by the Group. Mineral exploration and
evaluation expenditures are capitalised. The amount of consideration paid (in
cash or share value) for mineral use rights is capitalised on a
project-by-project basis pending determination of the technical feasibility
and the commercial viability of the project. Capitalised costs include costs
directly related to exploration and evaluation activities in the area of
interest. General and administrative costs are only allocated to the asset to
the extent that those costs can be directly related to operational activities.
Mineral property exploration and evaluation assets will be amortised or
impaired to profit and loss once commercial production has been achieved or
written off if the exploration assets are abandoned or sold. Depletion of
costs capitalised on projects when put into commercial production will be
recorded using the unit-of-production method based upon estimated proven and
probable reserves. The ultimate recoverability of the amounts capitalised for
the exploration and evaluation assets and expenditures is dependent upon the
delineation of economically recoverable ore reserves, obtaining and retaining
the necessary permits to operate a mine, and realising profitable production
or proceeds from the disposition thereof.
The commercial viability of extracting a mineral resource is considered to be
determinable when resources are determined to exist. The property rights are
current, and it is considered probable that the costs will be recouped through
successful development and exploitation of the project, or alternatively by
the sale of the property. Upon determination of resources, exploration, and
evaluation assets attributable to those resources are first tested for
impairment and then reclassified from exploration and evaluation assets to
mineral property interests. Expenditures deemed unsuccessful are recognised in
operations in the income statement.
Impairment of mineral property exploration and evaluation
The carrying values of capitalised exploration and evaluation assets are
assessed for impairment if fact and circumstances indicate that the carrying
amount exceeds the recoverable amount and sufficient data exists to evaluate
technical feasibility and commercial viability. If any indication of
impairment exists, an estimate of the asset's recoverable amount is
calculated. The recoverable amount is determined as the higher of the fair
value less costs of disposition and the asset's value in use. If the carrying
amount of the asset exceeds its estimated recoverable amount, the asset is
impaired, and an impairment loss is charged to the income statement so as to
reduce the carrying amount to its estimated recoverable amount.
If individual claims/ cells are abandoned for one reason or another, then the
property as a whole will be considered for impairment. An impairment
presumption also exists if no work has been done on a claim/ cell in three
years. Cash resources are taken into consideration to justify claim
preservation/ renewal in the forthcoming twelve months.
Investments in subsidiaries
Investments in subsidiary companies are classified as non-current assets and
included in the Statement of financial position of the Company at cost, less
provision for impairment at the date of acquisition.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
2 Accounting policies (continued)
Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not,
they are presented as non-current liabilities.
Trade payables are recognised initially at the transaction price and
subsequently measured at amortised cost using the effective interest method.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net
of transaction costs. Borrowings are subsequently carried at amortised cost,
with the difference between the proceeds, net of transaction costs, and the
amount due on redemption being recognised as a charge to the Income statement
over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method
and is included in finance costs.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
Contingent liabilities and contingent assets
A contingent liability is a possible obligation that arises from past events
and whose existence will only be confirmed by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the
Group. It can also be a present obligation arising from past events that is
not recognised because it is not probable that outflow of economic resources
will be required, or the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the
accounts. When a change in the probability of an outflow occurs so that the
outflow is probable, it will then be recognised as a provision. A contingent
asset is a possible asset that arises from past events and whose existence
will be confirmed only by the occurrence or non-occurrence of one or more
uncertain events not wholly within the control of the Group. Contingent assets
are not recognised but are disclosed in the notes to the accounts when an
inflow of economic benefits is probable. When inflow is virtually certain, an
asset is recognised.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing the equity instruments.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions
are paid into a separate entity and which has no legal or constructive
obligations to pay further contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating to employee service in the
current and prior periods.
For defined contribution plans contributions are paid to publicly or privately
administered pension insurance plans on a mandatory or contractual basis. The
contributions are recognised as employee benefit expense when they are due. If
contribution payments exceed the contribution due for service, the excess is
recognised as an asset.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
2 Accounting policies (continued)
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial liability or equity instrument of another entity.
Financial assets and liabilities are recognised in the Group's Statement of
Financial Position when the Group becomes party to the contractual provision
of the instrument. The following policies for financial instruments have been
applied in the preparation of consolidated financial statements:
The Group and Company's financial assets which comprise loans and receivables
and other debtors are measured at amortised cost.
The classification depends on the business model for managing the financial
assets and the contractual terms of the cash flows. Financial assets are
classified 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
contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payments of
principal and interest.
Financial liabilities (other than convertible debt) are classified as other
financial liabilities measured at amortised cost. Financial liabilities are
initially recognised at fair value, net of directly attributable transaction
costs, and are subsequently measured at amortised cost. A financial liability
is de‑recognised when the obligation under the liability is discharged,
cancelled or expires.
Compound financial instruments
Compound financial instruments issued by the Company comprise convertible loan
notes that can be converted to share capital at the option of the holder, and
the number of shares to be issued does not vary with changes in their fair
value.
The liability component of a compound financial instrument is initially
recognised at the fair value of a similar liability that does not have an
equity conversion option. The equity component is initially recognised at the
difference between the fair value of the compound financial instrument as a
whole and the fair value of the liability and equity components in proportion
to the initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound
financial instrument is measured at amortised cost using the effective
interest method. The equity component of a compound financial instrument is
not re-measured subsequent to initial recognition except on conversion or
expiry.
3 Critical accounting judgements and key sources of estimation uncertainty
Certain amounts included in the financial statements involve the use of
judgement and/or estimation. These judgements and estimates are based on the
management's best knowledge of the relevant facts and circumstances, having
regard to prior experience, but actual results may differ from the amounts
included in the financial statements. Information about such judgements and
estimates is contained in the accounting policies and/or the notes to the
financial statements.
Significant areas of estimation uncertainty and critical judgements made by
management in preparing the consolidated financial statements include:
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
3 Critical accounting judgements and key sources of estimation uncertainty
(continued)
Recognition of evaluation and exploration assets
Judgement is required in determining when the future economic benefit of a
project can be reasonably be regarded as assured, at which point evaluation
and exploration expenses are capitalised. This includes the assessment of
whether there is sufficient evidence of the probability of the existence of
economically recoverable minerals to justify the commencement of
capitalisation of costs.
The carrying value at the year-end was £4,033,288 (2024: £3,643,342).
In connection with possible impairment of exploration and evaluation assets
the Directors assess each potentially cash generating unit annually to
determine whether any indication of impairment exists. The judgements made
when making these assessments are similar to those set out above and are
subject to the same uncertainties.
4 Segmental information
Identification of reportable operating segments
The Group is organised into one corporate function in the UK and the operating
segment, being mining and exploration operations. This operating segment is
the subsidiary in Canada, for which the Executive Chairman assesses its
performance and determines the allocation of resources.
The information reported to the Executive Chairman is on a monthly basis.
Geographical information
Income statement analysis
2025 2024
UK Canada Total UK Canada Total
£ £ £ £ £ £
Administrative expenses 1,060,061 159,994 1,220,055 1,099,581 265,693 1,365,274
Non-current assets
2025 2024
UK Canada Total UK Canada Total
£ £ £ £ £ £
Mineral property exploration and evaluation asset - 4,033,288 4,033,288 - 3,643,342 3,643,342
5 Operating loss
Arrived at after charging
31 December 31 December
2025
2024
£
£
Depreciation expense (6,405) (1,495)
Impairment losses (92,185) (3,153)
Profit on disposal of mineral properties exploration and evaluation assets - 31,906
Foreign exchange losses (20,732) (202,357)
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
6 Finance income and costs
31 December 31 December
2025
2024
£
£
Finance income
Interest income on bank deposits 1,145 177
Finance costs
Interest on bank overdrafts and borrowings - -
Interest expense on other financing liabilities (54,672) (26,766)
Total finance costs (54,672) (26,766)
Net finance costs (53,527) (26,589)
7 Staff costs
The aggregate payroll costs (including directors' remuneration) were as
follows:
31 December 31 December
2025
2024
£
£
Wages and salaries 119,596 200,414
Social security costs 6,863 9,782
Other short-term employee benefits - -
Pension costs, defined contribution scheme 28,000 18,000
154,459 228,196
The average monthly number of persons employed by the group (including
directors) during the year, analysed by category was as follows:
31 December 31 December
2025
2024
No.
No.
Administration and support 4 4
8 Directors' remuneration
The directors' remuneration for the year was as follows:
31 December 31 December
2025
2024
£
£
Remuneration 332,904 373,502
Contributions paid to money purchase schemes 28,000 18,000
360,904 391,502
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
8 Directors' remuneration
Summary
Salary/Bonus Fees Defined contribution pension scheme contributions Total
£ £ £ £
MBamber 41,185 41,185
JKnowles 97,996 97,996
MSale 21,600 126,694 28,000 176,294
AWilliamson 38,800 38,800
Carlos Espinosa 6,629 6,629
119,596 213,308 28,000 360,904
Notes:
1. Marc Sale's company Specialist Exploration Services
Scotland Limited ("SES") was paid a total of £126,694 during the year. These
payments include travel/accommodation & out of pocket expenses incurred
through the period by SES on behalf of First Class Metals PLC amounting to
£4,571.30.
2. Bonus awards totaling £75,000 were approved in
2024, comprising £30,000 to J Knowles, £30,000 to M Sale, £10,000 to M
Bamber, and £5,000 to A Williamson. These amounts were carried forward into
2025. During the year, £27,500 was paid (J Knowles £10,000; M Sale £10,000;
MBamber £5,000; A Williamson £2,500), with the remaining £47,500
recognised as an outstanding liability at the year end.
9 Auditors' remuneration
31 December 31 December
2025
2024
£
£
Audit of these financial statements 37,200 31,000
10 Income tax
Notes:
1. Marc Sale's company Specialist Exploration Services
Scotland Limited ("SES") was paid a total of £126,694 during the year. These
payments include travel/accommodation & out of pocket expenses incurred
through the period by SES on behalf of First Class Metals PLC amounting to
£4,571.30.
2. Bonus awards totaling £75,000 were approved in
2024, comprising £30,000 to J Knowles, £30,000 to M Sale, £10,000 to M
Bamber, and £5,000 to A Williamson. These amounts were carried forward into
2025. During the year, £27,500 was paid (J Knowles £10,000; M Sale £10,000;
M Bamber £5,000; A Williamson £2,500), with the remaining £47,500
recognised as an outstanding liability at the year end.
9
Auditors' remuneration
31 December
2025
£
31 December
2024
£
Audit of these financial statements
37,200
31,000
10
Income tax
The tax on profit before tax for the year is the same as the standard rate of
corporation tax in the UK of 25% (2024: 25%).
The actual tax charge for the year can be reconciled to the expected charge
for the year based on the profit or loss and the standard rate of tax as
follows:
31 December 31 December
2025
2024
£
£
Loss before tax (1,273,582) (1,359,957)
Corporation tax at standard rate of 25% (2024: 25%) (318,396) (339,989)
Unrelieved tax losses carried forward 318,396 339,989
Total tax charge/(credit) - -
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
There is an unrecognised deferred tax asset on 31 December 2025 of £922,882
(2024: £662,257) which, in view of the trading results, is not considered by
the Directors to be recoverable in the short term. The applicable tax rate is
25% which was enacted under UK legislation and would be the rate applicable
when the asset reverses.
11 Loss per share
The basic loss per share for the period of 0.61p (2024: loss of 1.53p) is
calculated by dividing the loss for the period by the weighted average number
of Ordinary Shares in issue of 202,180,220 (2024: 89,797,75 Ordinary Shares).
Note 17 provides details of the share issues during the year ended 31 December
2025.
There are potentially issuable shares all of which relate to share warrants
issued as part of placings in 2024. The weighted average number of additional
potential Ordinary Shares in issue is 15,000,452 (2024: 15,000,452). However,
due to the losses for the year the impact of the potential additional shares
is anti-dilutive and has therefore not been recognised in the calculation of
the fully diluted loss per share of 0.61p per share (2024: loss of 1.53p).
There have been no further shares issued post year-end.
12 Mineral property exploration and evaluation
Group
Mineral property exploration and evaluation
£
Cost or valuation
On 1 January 2025 3,729,129
Additions 568,802
Disposals (48,189)
Exchange movements (88,712)
On 31 December 2025 4,161,030
Amortisation
On 1 January 2025 85,787
Foreign exchange movements (2,041)
Impairment charge 43,996
On 31 December 2025 127,742
Carrying amount
On 31 December 2025 4,033,288
On 31 December 2024 3,643,342
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
13 Property, plant and equipment
Group
Property Furniture, fittings and equipment Total
£ £ £
Cost or valuation
At 1 January 2025 17,323 1,598 18,921
Additions - 390 390
At 31 December 2025 17,323 1,988 19,311
Depreciation
At 1 January 2025 962 1,228 2,190
Additions 5,775 630 6,405
At 31 December 2025 6,737 1,858 8,595
Carrying amount
At 31 December 2025 10,586 130 10,716
At 31 December 2024 16,361 370 16,731
Company
Property Furniture, fittings and equipment Total
£ £ £
Cost or valuation
On 1 January 2025 17,323 1,598 18,921
Additions - - -
On 31 December 2025 17,323 1,598 18,921
Depreciation
On 1 January 2025 962 1,228 2,190
Charge in year 5,775 532 6,307
On 31 December 2025 6,737 1,760 8,497
Carrying amount
On 31 December 2025 10,586 (162) 10,424
On 31 December 2024 16,361 370 16,731
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
14 Investments
Company
Details of the Company's subsidiary as of 31 December 2025 are as follows:
Name of subsidiary Principal activity Registered office Proportion of ownership interest and voting rights held 2024
2025
First Class Metals Canada Inc. Mining of other non-ferrous metal ores 55 York Street 100% ordinary shares 100% ordinary shares
Suite 401
Toronto
ON M5J 1R7
Canada
Summary of the company investments
31 December 31 December
2025
2024
£
£
Investment in subsidiary 581 581
15 Trade and other receivables
Group Company
31 December 31 December 31 December 31 December
2025
2024
2025
2024
£
£
£
£
Receivables from Group company - - 4,571,379 3,866,914
Accrued income (see note 12) - 32,501 - -
Prepayments 41,188 11,981 41,188 10,215
Other receivables 19,862 45,907 10,511 16,100
61,050 90,389 4,623,078 3,893,229
The receivables from Group company represents amount owed by the Company's
subsidiary. This balance was interest free throughout the period and has no
fixed repayment date. No provision has been made against this amount.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
16 Cash and cash equivalents
Group Company
31 December 31 December 31 December 31 December
2025
2024
2025
2024
£
£
£
£
Cash at bank 77,398 221,071 77,398 187,842
On 31 December 2025 all cash at bank and in hand was denominated in sterling.
17 Share capital
Allotted, called up and fully paid shares
31 December 31 December
2025
2024
No. £ No. £
Ordinary shares of £0.001 each 240,586,198 240,586.20 100,819,240 100,819.25
New shares allotted
During the year 139,766,958 Ordinary shares having an aggregate nominal value
of £139,767 were allotted for an aggregate consideration of £2,812,773.
The table below presents the number of new Ordinary Shares after each equity
transactions that occurred in the year ended 31 December 2025 and the
comparative period to 31 December 2025.
Number of new Ordinary shares Share
Capital
No £
Allotted, issued and fully paid:
As of 31 December 2023 82,046,029 82,046
Cash issues 4,128,572 4,129
Share loan repayments 5,995,332 5,995
Kerrs Gold & Zigzag Option Payment 1,514,201 1,514
Issue of shares for services 7,135,106 7,135
As of 31 December 2024 100,819,240 100,819
New shares issued in 2025 139,766,958 139,767
Property Option Payments 12,613,675 12,614
79(th) GRP Equity & Loan Repayment 78,552,084 78,552
Issue of shares for services 452,488 453
Share Loan Repayments 15,495,332 15,495
Indigo CLN Conversions 6,653,379 6,653
June 2026 Fund Raise 26,000,000 26,000
As of 31 December 2025 240,586,198 240,586
The Board has provisionally agreed to issue share options to Directors and Key
Management Personnel, but no options had been granted at the year end. No
share-based payment expense has been recorded in the year.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
17 Share capital (continued)
The Group had in issue the following warrants during the year which are
considered equity :
Warrant, Issue & Expiry date Amount Issued Exercise Price Amount Exercised Number Outstanding at the year end
Indigo Warrants (1) 12 Nov 2026-12 Nov 2029 7,861,635 3.18 0.00 7,861,635
18 Reserves
Group and Company
Share capital - This represents the nominal value of equity shares in issue.
Share premium - This represents the premium paid above the nominal value of
shares in issue less issue costs.
Equity reserve - This represents the value of shares loaned by directors and
related equity adjustments arising from share-based financing arrangements.
Retained earnings/(losses)
This represents the accumulated net gains and losses since inception
recognised in the Statement of comprehensive income.
Foreign currency translation reserve:
This represents the accumulated exchange differences arising from translating
the foreign subsidiary's financial statements from its local currency to the
parent's reporting currency. It records fluctuations in net assets due to
changing rates, typically using the closing rate for assets/liabilities and
average rates for income statement items.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
19 Loans and borrowings
Group Company
31 December 31 December 31 December 31 December
2025
2024
2025
2024
£
£
£
£
Current loans and borrowings
Other borrowings - - - -
Other loans 402,507 700,000 402,507 700,000
402,507 700,000 402,507 700,000
The Group's exposure to market and liquidity risks, including maturity
analysis, relating to loans and borrowings is disclosed in note 22 "Financial
risk review", see also note 26.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
20 Trade and other payables
Group Company
Current 31 December 31 December 31 December 31 December
2025
2024
2025
2024
£
£
£
£
Trade payables 70,534 152,829 38,113 111,324
Accrued expenses and deferred consideration 289,329 343,287 90,507 149,548
Social security and other taxes 70,332 26,703 70,333 26,703
Other payables 12,354 35,784 12,354 35,784
442,549 558,603 211,307 323,359
Non-Current
Deferred consideration - 223,108 - -
The fair values of the trade and other payables classified as financial
instruments are disclosed below.
The Group's exposure to market and liquidity risks, including maturity
analysis, relating to trade and other payables is disclosed in note 23
"Financial risk review".
Group Company
31 December 31 December 31 December 31 December
2025
2024
2025
2024
£
£
£
£
Trade and other payables at amortised cost - Suppliers 70,534 152,829
38,113 111,324
Deferred consideration at amortised cost 129,601 390,611 - -
Deferred consideration payable in cash and shares for the purchase of certain
mineral exploration rights of £Nil (2024: £223,104) is payable after more
than one year.
21 Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost
charge for the year represents contributions payable by the Group to the
scheme and amounted to £28,000 (2024: £18,000).
Contributions totalling £Nil (2024: £Nil) were payable to the scheme at the
end of the year.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
22 Financial risk review
Group
This note presents information about the Group's exposure to financial risks
and sits management of capital.
The Group's objectives when managing capital are:
(a) To maintain a flexible capital structure which optimizes the cost of
capital at acceptable risk;
(b) To meet external capital requirements on debt and credit facilities;
(c) To ensure adequate capital to support long-term growth strategy; and
(d) To provide an adequate return to shareholders.
The Group continuously monitors and reviews the capital structure to ensure
the objectives are met.
Management defines capital as the combination of its indebtedness and equity
balances, as disclosed in note 17, and manages the capital structure within
the context of the business strategy, general economic conditions, market
conditions in the power industry and the risk characteristics of assets.
The Group's objectives in managing capital and the definition of capital
remained unchanged throughout the period. External factors, such as the
economic environment, have not altered the Group's objectives in managing
capital.
Credit risk
The Group's definition of credit risk is the risk of financial loss to the
Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations. At present the Group does not have any customers
and its risk on cash and bank is mitigated by holding of the funds in an "A"
rated bank.
Liquidity risk
The Group's definition of liquidity risk is the risk that the Group will not
be able to meet its financial obligations as they become due. The Group's
policy is to ensure that it will always have sufficient cash to allow it to
meet its liabilities when they become due. The Group manages liquidity risk by
maintaining adequate cash balances (or agreed facilities) to meet expected
requirements. The liquidity risk of each group entity is managed centrally by
the Executive Chairman. The contractual cashflows are mentioned in note
12,19,20 and 21.
Market risk
The Group's definition of market risk is the risk that changes in market
prices, such as commodity prices, will affect the Group's earnings. The
objective of market risk management is to identify both the market risk and
the Group's options to mitigate this risk.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
22 Financial risk review (continued)
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into
transactions denominated in a currency other than their functional currency.
A majority of the Group's operating costs will be incurred in US and Canadian
Dollars, whilst the Group has raised capital in £ Sterling. Fluctuations in
exchange rates of the US Dollar and Canadian Dollar against £ Sterling may
materially affect the Group's translated results of operations. In addition,
given the relatively small size of the Group, it may not be able to
effectively hedge against risks associated with currency exchange rates at
commercially realistic rates. Accordingly, any significant adverse
fluctuations in currency rates could have a material adverse effect on the
Group's business, financial condition and prospects to a much greater extent
than might be expected for a larger enterprise.
Interest rate risk
Interest rate risk
Interest rate risk is the risk that the fair value of the future cash flows of
a financial instrument will fluctuate because of changes in market rates of
interest. As the Group has no significant interest bearing assets or
liabilities, the Group's operating cash flows are substantially independent of
changes in market interest rates. Therefore, the Group is not exposed to
significant interest rate risk.
23 Financial instruments
Financial assets at amortised cost
Group Company
2025 2024 2025 2024
£ £ £ £
Trade and other receivables - - - -
Cash and cash equivalents 77,398 221,071 77,398 187,842
Financial liabilities at amortised cost
Group Company
2025 2024 2025 2024
£ £ £ £
Current liabilities
Trade and other payables 70,534 152,829 38,113 111,324
Deferred consideration 129,601 167,503 - -
Loans and borrowings 402,507 700,000 402,507 700,000
Non-current liabilities
Deferred consideration - 223,108 - -
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
(continued)
24 Related party transactions
Parties are considered to be related if one party has the ability (directly or
indirectly) to control the other party or exercise significant influence over
the other party in making financial and operating decisions. Parties are also
considered related if they are subject to common control or common significant
influence. Related parties may be individuals or corporate entities.
Group
The Group has taken advantage of the exemption available under IAS 24 "Related
Party Disclosures" not to disclose details of transactions between Group
undertakings which are eliminated on consolidation.
Company
Funds are transferred within the Group dependent on the operational needs of
individual companies, and the Directors do not consider it meaningful to set
out the gross amounts of transfers between companies.
Key management personnel
All key management personnel are directors and appropriate disclosure with
respect to them is by issue of the same number of Ordinary Shares in the
directors' remuneration report.
Marc Sale resigned as a Director which was a pre-condition to the transaction
with the 79th GRP Limited. Once it was evident that this transaction failed,
he was duly appointed back onto the Board. As such, Marc Sale resigned on 03
March 2025 and was re-appointed back on the Board of Directors on 02 September
2025.
The directors were entitled to an 8.25% facility fee on shares loaned by them
to the Company, however, they elected not to receive any fees on the shares
loaned.
25 Results attributable to First Class Metals Plc
The loss after taxation in the Company amounted to £1,058,916 (2024:
£1,103,260). The Directors have taken advantage of the exemptions available
under section 408 of the Companies Act 2006 and not presented an income
statement for the company alone.
26 Events after the reporting date
The Company was awarded the OJEP Grant from the Canadian Ministry of Mines for
the Sunbeam property for work completed up to March 2026. No cash sums have
been received yet.
For further information see:
https://firstclassmetalsplc.com/announcements/7456816
An NQ diamond drilling programme was completed in Q1 2026 at the Roy Prospect
within the Sunbeam Property. The programme comprised over 1,000 metres of
drilling. All assay samples have been submitted to the laboratory for
analysis, and results are currently pending. Positive initial results have
been received and published. The initial hole which attempted to twin the
historic drill hole (SP-11-12 4g/t Au over 1.85m) contained ~2m @1.3g/t Au;
the second hole contained 1.1m @ 2.3g/t. Holes three and four both contained a
metre at roughly 0.5g/t Au. The photon assay results have also been received
for the three sections of core with reported visible gold. Hole 06 (second
reported dual occurrence of visible gold) contained two consecutive samples
giving 0.6m @ 2.2g/t Au. Significantly Hole 05 which contained the initial
report of visible gold, returned 0.3m @ 45g/t gold which would equate to
almost 5 ounces of gold over one metre, 150g/m (gram metres). Further assay
results are pending as of the time of writing.
For further information see:
https://firstclassmetalsplc.com/announcements/7504435
No other adjusting or significant non-adjusting events have occurred between
the 31 December reporting date and the date of authorisation of the financial
statements.
1 (#_ftnref1) (FCM and FCMC are collectively referred to as the "Group")
2 (#_ftnref2) The exercise price of the options will be decided nearer to
the date of issue. The Company would issue them at a reasonable premium to the
prevailing market price.
3 (#_ftnref3) The Company represented in its original prospectus dated 29
July 2022, and the Secondary Prospectus dated 25 February 2025, that it would
grant Marc Sale 2,385,000 share options, including 795,000 options at an
exercise price of £0.02 per share, subject to HMRC approval of the Company's
EMI Scheme and the Secondary Admission respectively. As these events did not
occur and no share options have been issued to date, the Company seeks to
honour its commitment to Marc Sale to the extent permitted by law.
4 (#_ftnref4) Marc Sale was eligible to attend 5 meetings as a Director
during the financial year 2025. This is because he resigned as a Director
which was a pre-condition to the transaction with the 79(th) GRP Limited. Once
it was evident that this transaction failed, he was duly appointed back onto
the Board. As such, Marc Sale resigned on 03 March 2025 and was re-appointed
back on the Board of Directors on 02 September 2025
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