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REG - GreenRoc Strategic - Final Results and Notice of AGM

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RNS Number : 7724C  GreenRoc Strategic Materials Plc  01 May 2026

1 May 2026

GreenRoc Strategic Materials Plc

("GreenRoc" or the "Company")

2025 Final Results and Notice of AGM

GreenRoc Strategic Materials plc (AIM: GROC), a company focused on the
development of critical mineral projects in Greenland, today announces its
results for the year ended 30 November 2025.

The Consolidated Financial Statements (including notes) and the statements of
the Chairman and CEO, set out below, have been extracted from GreenRoc's
Annual Report, which was approved by the Board on 30 April 2026.

FY 2025 Highlights

 * Public Consultation Processes: Completion of public pre-consultation for the
Amitsoq project description between May and June 2025.

 * EU Strategic Project designation: Amitsoq graphite project and planned
commercial AAM plant designated as Strategic Projects under the EU Critical
Raw Materials Act in June 2025.

 * EIFO loan facility secured: €5.2 million loan facility agreed with Danish
Export and Investment Fund to fund Amitsoq mine and anode pilot plant
development.

 * Bulk sample programme completed: ~18 tonnes of graphite ore extracted for
testwork and pilot plant feed.

 * Technical and project advancement: Ongoing mine planning, environmental
studies, purification testwork and preparation for Phase III drilling at
Amitsoq.

 * Flexible graphite potential: Successful testwork demonstrating the suitability
of Amitsoq graphite concentrate as feedstock for the production of flexible
graphite.

 * Thule Black Sands resource upgrade: JORC Mineral Resource updated to 19.5Mt at
3.8% ilmenite, with 90% in Measured and Indicated categories.

 

Post Year End Highlights

 

 * EUDP grant awarded: DKK 10.4 million (~£1.2 million) grant secured from
Danish Energy Technology Development and Demonstration Programme for graphite
purification scale-up.

 * Initial EIFO drawdowns: €848k of EIFO loan facility drawn down in December
2025 and €1.05m in March 2026 to fund key Amitsoq development activities.

 * Exploitation Licence granted: 30-year licence awarded for Amitsoq by the
Government of Greenland.

 * ESG certification achieved: Initial Digbee ESG rating awarded for Amitsoq.

 * AAM pilot plant progress: Construction, commissioning and initial testing of
anode mill circuit completed in Denmark in April 2026.

 * Continued downstream development: Ongoing optimisation of HF-free purification
and scaling activities.

 * Advancement towards feasibility: Preparations being finalised for Phase III
drilling at Amitsoq.

 

Notice of Annual General Meeting ("AGM")

The Company's AGM will be held at the offices of Arch Law, Floor 2, Huckletree
Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ on 27 May 2026  at 9:00 a.m.
 The Notice of 2026 AGM and Form of Proxy for the 2026 AGM, together with the
2025 Annual Report, will be sent to shareholders and made available on the
Company's website (www.greenrocplc.com (http://www.greenrocplc.com) ).

 

All page number references are to the Company's annual report and accounts for
the year ended 30 November 2025.

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.

 

Forward Looking Statements

This announcement contains forward-looking statements relating to expected or
anticipated future events and anticipated results that are forward-looking in
nature and, as a result, are subject to certain risks and uncertainties, such
as general economic, market and business conditions, competition for qualified
staff, the regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political jurisdiction,
uncertainties regarding the results of exploration, uncertainties regarding
the timing and granting of prospecting rights, uncertainties regarding the
timing and granting of regulatory and other third party consents and
approvals, uncertainties regarding the Company's or any third party's ability
to execute and implement future plans, and the occurrence of unexpected
events. Actual results achieved may vary from the information provided herein
as a result of numerous known and unknown risks and uncertainties and other
factors

 

*ENDS** 

 

For further information, please contact: 

    GreenRoc Strategic Materials Plc                             +44 20 3950 0724

    Stefan Bernstein, CEO 

  
    Cairn Financial Advisers LLP (Nomad)                         +44 20 7213 0880

    Sandy Jamieson / Louise O'Driscoll 

  
    Oberon (Broker)                                              +44 20 3179 5300

    Nick Lovering / Adam Pollock

   

 
 
 
CHAIRMAN'S STATEMENT

 

Dear Shareholders,

 

The year under review has been one of disciplined progress for GreenRoc as we
continue to advance the Amitsoq graphite project in South Greenland and
develop our strategy to establish a European supply chain for battery-grade
graphite materials.

 

During the year, we delivered a number of key milestones across permitting,
technical advancement and strategic positioning:

 

•      EU Strategic Project Status: In June 2025, Amitsoq and our
planned Active Anode Materials ("AAM") processing facility were designated as
"Strategic Projects" under the European Union's Critical Raw Materials Act.
This designation reflects the strategic importance of our assets to Europe's
battery supply chain and is expected to support permitting timelines and
access to funding at both EU and national levels.

 

•      Amitsoq Field Programme and Bulk Sampling: following receipt of
the necessary approvals, we completed a field programme at Amitsoq, including
the extraction of a bulk sample from the historical underground workings. This
material will be used for further metallurgical testwork and process
optimisation as we advance towards feasibility.

 

•      Financing: the Company secured additional funding during the
year, including a significant €5 million loan facility from EIFO, the Export
and Investment Fund of Denmark, ensuring continued progress across both
upstream and downstream workstreams. We have also continued to engage with
strategic and institutional partners aligned with Europe's critical raw
materials strategy.

 

•      Stakeholder Engagement: we strengthened engagement with
government bodies, industry participants and potential strategic partners. The
increasing policy focus within Europe on supply chain security for critical
raw materials continues to reinforce the strategic positioning of Amitsoq.

 

•      Technical Advancement: work continued throughout the year on
mine planning, project optimisation and preparations for further drilling,
supporting the transition of Amitsoq towards the next stage of development.

A significant milestone was achieved subsequent to the year end. On 8 December
2025, the Government of Greenland granted a 30-year Exploitation Licence for
Amitsoq. This represents a major de-risking event for the project and provides
a clear pathway towards development.

 

Since the year end, we have continued to advance our downstream strategy. In
recent days, we successfully completed the construction, commissioning, and
initial operational testing of the graphite anode mill circuit at our pilot
AAM plant in Denmark. In parallel, preparations are progressing for a Phase
III drilling programme at Amitsoq to support future feasibility studies.

 

These achievements have been delivered against a backdrop of continued
volatility in graphite markets and constrained capital availability across the
junior resource sector. Notwithstanding this environment, GreenRoc has
maintained momentum and financial discipline, ensuring that capital is
deployed effectively in support of its core objectives.

 

Looking ahead, our priorities are clear: to advance Amitsoq through the next
stages of technical and economic evaluation, to progress our AAM processing
capability, and to continue building strategic relationships across the
battery materials value chain.

 

GreenRoc is well positioned within a sector of increasing strategic importance
to Europe, and we remain focused on delivering long-term value for our
shareholders.

 

On behalf of the Board, I would like to thank our shareholders for their
continued support and our team for their commitment and professionalism
throughout the year.

 

George Frangeskides

Chairman

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

 

Introduction

 

It is with considerable optimism that I present GreenRoc's year 2025 in
review. The year has been truly transformative, marking significant milestones
across our portfolio, particularly for our flagship Amitsoq graphite project
in Greenland. We have achieved important regulatory recognition, secured
financing of our work programme, and delivered substantial technical and
operational progress, firmly establishing GreenRoc as an upcoming player in
Europe's critical raw materials supply chain.

Strategic Recognition and Deepening European Integration

It was a moment awaited with much excitement and anticipation when, on 4 June
2025, the European Union ("EU") finally announced the first round of projects
in non-EU countries to be awarded "Strategic Project" status under the EU's
Critical Raw Materials Act ("CRMA"). As shareholders will no doubt be aware,
Amitsoq was one of the Strategic Projects announced that day, both for the
extraction of graphite from the Amitsoq mine and also for our planned
downstream processing of graphite concentrate into active anode material
("AAM"). This was a landmark achievement, not only for GreenRoc but for
Greenland as Amitsoq was the first project to be given this status. This dual
recognition of our future graphite mine and AAM plant within the CRMA
framework promises tangible benefits including a streamlined permitting
process, coordinated support from Member States, and priority access to
financing, fundamentally de-risking our development pathway and solidifying
Amitsoq's strategic importance for Europe's supply chain resilience. As I
commented at the time, this status is "foremost a recognition of the merits of
our Amitsoq graphite project and its strategic and commercial importance to
the European industry."

The strategic importance of Amitsoq was further underscored by a planned
high-level visit from EU Commissioner for Energy, Dan Jørgensen, to the
Amitsoq site in September 2025. While the site visit had to be postponed due
to the weather, GreenRoc representatives met with the Commissioner in Nuuk and
had the opportunity to present the Project and the importance of graphite to
European industry. This high-level EU delegation to Greenland, following on
from the EU-Greenland Partnership on Sustainable Raw Materials Value Chains
signed in February 2024, underlines the EU's commitment to securing a reliable
and responsibly sourced raw material supply chain for Europe's automotive and
defence industries.

Our engagement with European institutions has been extensive throughout the
year. I had the privilege of presenting the Amitsoq project in Brussels, at
the EIT Raw Materials Summit in May and at the EU Raw Materials Week in
November, participating in closed business-to-business sessions on Critical
Raw Materials and several panel discussions. Furthermore, GreenRoc management
has engaged in numerous meetings with EU representatives, actively exploring
support options following our Strategic Project designation, all aimed at
progressing the Project and establishing true European domestic production of
this strategically important raw material.

Significant Financial Strengthening and Investment Validation

2025 has seen GreenRoc materially strengthen its balance sheet, providing a
robust platform for accelerated project development. In October, we signed a
binding EUR 5.2 million secured loan facility with the Export and Investment
Fund of Denmark (EIFO). This crucial funding is being strategically deployed
across both the Amitsoq mine and the AAM pilot plant presently being
constructed in Denmark. Specifically, EUR 1.9 million of the facility has been
allocated to the development of the AAM pilot plant (including purchase,
delivery, installation, and commissioning of graphite spheronisation mills and
a purification plant), and EUR 3.3 million for the Amitsoq mine (including
Phase 3 drilling for JORC Resource upgrade and geotechnical data acquisition,
and Environmental Impact Assessment (EIA) field work), with the ability for
GreenRoc to reallocate up to EUR 0.5 million between these facilities to
ensure optimal resource deployment.

The EIFO loan has a five-year maturity, providing a substantial runway for
value creation and allowing GreenRoc to build up value in the Amitsoq Project
and its share price prior to repayment or conversion into GreenRoc shares. The
agreement includes robust protections designed to reduce potential dilutive
impacts in the event of conversion, such as a valuation floor and a limit on
EIFO's maximum shareholding at the Plc level. As our Chairman, George
Frangeskides, stated at the time, this financing agreement is "the most
significant moment for GreenRoc since the creation of the Company in late
2021," enabling us to "make a major leap forward in the development of both
the Amitsoq Mine and our downstream graphite processing capabilities." Peter
Boeskov, CCO at EIFO, further emphasised that "the project aligns very closely
with EIFO's strategic ambitions to support viable and impactful projects in
Greenland, while also reinforcing business activities that contribute to the
security of supply of critical minerals in Europe, and to wider geopolitical
priorities."

We were pleased to announce the first drawdown of EUR 848k (circa £740k) from
the EIFO facility in December 2025. These initial funds are already being
deployed across critical activities, including the completion of the Amitsoq
bulk sample (which was collected in autumn 2025), the gap analysis for the
Pre-Feasibility Study (PFS), preparations for Phase 3 drilling in 2026,
ongoing EIA field work and reporting, hydrofluoric acid (HF)-free purification
optimisation test work, and the purchase of graphite mills for the AAM pilot
plant.

Further bolstering our financial position, successful equity placings in
February and June 2025 raised gross proceeds of £1.185 million, with strong
participation from our Board and management. These placings provided essential
working capital and funding for our initial work programmes, maintaining
momentum and investor confidence in our strategic direction.

A key non-dilutive financial boost came in December 2025 with the award of a
DKK 10.4 million (circa £1.2 million) grant from the Danish Energy Technology
Development and Demonstration Programme (EUDP). This grant, secured by a
consortium led by GreenRoc DK a/s, alongside technical partners at the
Technical University of Denmark (DTU) and the Institute for Product
Development (IPU), directly supports our "EU-Graphite" project. This project
is specifically focused on the upscaling of our HF-free graphite purification
technique, aiming to validate stable 100 kg batch runs with a nominal
throughput of 1 tonne per month, and ensuring full environmental and
regulatory compliance under EU REACH. As I highlighted at the time, "this
funding enables us to accelerate our technical development, reduce execution
risk, and move towards industrial-scale production... establishing a fully
European, environmentally responsible pathway from resource to battery anode
material."

Operational Progress

Operational achievements in 2025 have been pivotal in de-risking and advancing
the Amitsoq Project:

Exploitation Licence Granted: The most significant operational milestone was
the granting of a 30-year Exploitation Licence for the Amitsoq Graphite
Project by the Government of Greenland on 9 December 2025. This licence,
signed by Minister Naaja H. Nathanielsen and myself, follows our application
in September 2024 and a comprehensive external review and public consultation
process. Despite a general election in Greenland which caused a temporary
delay, the new Government prioritised mineral industry applications, allowing
for a remarkably swift approval process - just 1 year and 3 months from
application to licence grant. This demonstrates the effectiveness of
Greenland's revised Mining Act and its commitment to fostering responsible
investments without compromising high environmental standards, safety, and
social responsibility. As I stated at the signing ceremony, the grant of our
exploitation licence is a powerful signal that "Greenland really stands out,
without compromising on environmental and social requirements."

Bulk Sample Collection Completed: A crucial step in preparing for future
operations was the collection, from mid-August 2025, of a ca.18-tonne bulk
sample of graphite ore from Amitsoq's existing underground mine workings. Our
South Greenland contractor, HK Transport ApS, efficiently completed this work
by the autumn. This bulk sample serves two vital purposes: it provides
essential feedstock for our planned AAM pilot plant and gathers critical data
on rock mechanics and ore characteristics, which will inform the ore
processing flow sheet and the forthcoming Pre-Feasibility Study (PFS).

Advanced Purification Testwork: We have continued to push the boundaries of
graphite processing through extended purification testwork with our graphite
consultants ProGraphite in Germany. This program, funded in part by the EIFO
loan, focuses on optimising and demonstrating an innovative hydrofluoric acid
(HF)-free purification technique relying instead on sodium hydroxide. This
process aims to achieve a high purification state of >99.95% graphite
required for AAM, while significantly reducing the environmental footprint,
hazardous risks, and operating costs associated with conventional HF-based
methods. This work is directly integrated into our EU-Graphite EUDP project,
which seeks to establish a safe, sustainable, and domestic European supply of
spherical purified graphite.

Flexible Graphite Potential: Beyond battery anodes, 2025 saw successful
testwork demonstrating the suitability of Amitsoq graphite concentrate as
feedstock for the production of flexible graphite. Our advisory consultant
ProGraphite GmbH treated a +180µm fraction, yielding expandable graphite with
an expansion rate of 160g/l. This is a significant development, especially
given flexible graphite's inclusion in December 2024 on NATO's list of
critical raw materials for defence systems, it being placed in the "Very High
Risk" category due to the complete reliance on imports of flexible graphite
from China. The potential for Amitsoq graphite in this application highlights
an important diversification opportunity and reinforces the Project's
strategic importance for European security.

Responsible Development and Environmental Stewardship

Our commitment to responsible and sustainable mining practices continues to be
a cornerstone of our operations:

Digbee ESG Certification: We submitted our responses to Digbee's comprehensive
ESG questionnaire last autumn and in February 2026 received our initial ESG
performance report for Amitsoq, achieving an overarching score of BB (with a
range of CC to AA). This provides a credible baseline for monitoring and
improving our ESG performance. As I noted at the time, this rating is a "key
element in any future offtake discussions with car and battery manufacturers,"
as it demonstrates our commitment to the highest ESG standards.

Environmental Baseline Studies: Our environmental consultant, BioApp Aps,
continued environmental baseline studies in 2025, studies which commenced back
in 2021. These studies are an integral part of the Environmental Impact
Assessment (EIA) for the Amitsoq mine and are expected to be the final studies
required prior to drafting the full EIA report, with only small supplementary
sample collection anticipated for 2026/27.

Public Consultation Processes: We actively engaged in the public
pre-consultation for the Amitsoq project description, which ran from 24 May to
27 June 2025. This process, as part of our exploitation licence application,
ensured early public involvement and allowed us to gather valuable feedback.
We prepared a "White Book" to address the nine replies received, which was
reviewed by the Greenland Government for final approval in the autumn of 2025.

Progress on Thule Black Sands

Amitsoq remains our primary focus, but we also delivered progress at our Thule
Black Sands (TBS) ilmenite project in North Greenland. In May 2025, we
announced a revised Mineral Resource estimate for the South Area, which
significantly upgraded the confidence level of the resource. The total JORC
Mineral Resource of 19.5 million tonnes at 3.8% ilmenite (744kt contained
ilmenite) now comprises 90% in the Measured and Indicated categories, a
substantial improvement from the previous estimate which was entirely
Inferred. This update reflects a comprehensive drilling programme in 2021 and
means we have sufficient samples for further refinement without additional
drilling.

This revised resource, combined with a newly declared Exploration Target for
the South Area (potential to add between 350 kt and 560 kt of contained
ilmenite), underscores TBS's long-term potential. The analytical work
confirmed the commercial quality of the ilmenite concentrate (44.60 wt% TiO2
with low impurities). As I commented at the time, this resource update will
allow us to explore ways that TBS can add value to the Company, particularly
as titanium (largely derived from ilmenite) is on the EU's list of Critical
Raw Materials and is also listed by NATO as one of the "High Risk" raw
materials for the defence industries, highlighting its strategic importance.

Outlook for 2026: Building on a Foundation of Success

2025 has been nothing short of a transformative year for GreenRoc Strategic
Materials. The granting of the Exploitation Licence, the EU Strategic Project
designation, the EIFO loan facility, and the EUDP grant collectively provide
an exceptionally strong foundation for our path forward. We have demonstrably
de-risked our projects, secured critical funding, and advanced both technical
and regulatory pathways.

As we look to 2026, our immediate priorities include:

·      commencing Phase 3 drilling at Amitsoq to further upgrade our
JORC Resource and provide important geotechnical data for the coming
Pre-Feasibility Study ("PFS");

·      requesting proposals from consulting groups for the Amitsoq PFS
scheduled to commence towards the end of 2026;

·      progressing the development and commissioning of the AAM pilot
plant and HF-free purification process;

·      continuing essential environmental and social impact assessments
to pave the way for construction and mining; and

·      further engagement with potential off-takers and strategic
partners.

I extend my gratitude to our dedicated team for their tireless efforts, our
supportive shareholders for their unwavering confidence, the Government of
Greenland for their clear and efficient regulatory process, and our European
partners, including EIFO and the EU Commission for their crucial support. Your
commitment and trust are invaluable as we move forward to unlock the full
potential of GreenRoc's projects and contribute meaningfully to a sustainable,
secure, and resilient supply of critical raw materials for Europe and beyond.

 

Stefan Bernstein

Chief Executive Officer

 

30 April 2026

 
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2025

 

                                                                                 Note  Year ended 30 November 2025  Year ended 30 November 2024
                                                                                       £'000                        £'000
 Administrative expenses                                                         3     (824)                        (830)
 Operating loss                                                                  3     (824)                        (830)
 Other income                                                                          -                            53
 Foreign Exchange                                                                      (4)                          (1)
 Loss for the period before tax                                                        (828)                        (778)
 Taxation                                                                        5     -                            120
 Loss for the period from continuing operations                                        (828)                        (658)

 Attributable to:
 Equity holders of the parent                                                          (828)                        (658)
                                                                                       (828)                        (658)

 Earnings per ordinary share attributable to the ordinary equity holders of the
 parent
 Basic and diluted                                                               6     (0.33 pence)                 (0.36 pence)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED  30 NOVEMBER 2025

 

                                                  Year ended 30 November 2025  Year ended 30 November 2024

                                                  £'000                        £'000
 Loss after tax                                   (828)                        (658)

 Total comprehensive income                       (828)                        (658)

 Total comprehensive income attributable to:
 Equity holders of the parent                     (828)                        (658)
                                                  (828)                        (658)

The accompanying notes form an integral part of these Financial Statements.

 

These Financial Statements, on pages 35-63, were approved by the Board of
Directors and authorised for issue on 30 April 2026.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 NOVEMBER 2025

Company No 13273964

 

                                   Note  Year ended 30 November 2025  Year ended 30 November 2024
                                         £'000                        £'000
 Non-current assets
 Intangible fixed assets           7     10,271                       9,930
 Total non-current assets                10,271                       9,930

 Current assets
 Trade and other receivables       8     84                           26
 Cash and cash equivalents         9     184                          94
 Total current assets                    268                          120

 Current liabilities
 Trade and other payables          10    (248)                        (253)
 Short-term borrowing                    (13)                         -
 Total current liabilities               (261)                        (253)

 Net current (liabilities)/assets        7                            (133)

 Non-current liabilities
 Deferred tax                      1, 5  (883)                        (883)
 Total non-current liabilities           (883)                        (883)

 Net assets                              9,395                        8,914

 Shareholders' equity
 Share capital                     12    329                          244
 Share premium                     12    13,444                       12,220
 Share-based payment reserve       13    151                          155
 Retained earnings                       (4,529)                      (3,705)
 Total equity                            9,395                        8,914

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 NOVEMBER 2025
 
                                               Share capital  Share premium  Share-based payment reserve    Retained earnings  Total
                                               £'000          £'000          £'000                          £'000              £'000

 At 30 November 2023                           215            11,706         280                            (3,174)            9,027

 Loss for the period                           -              -              -                              (658)              (658)
 Total comprehensive income for the period     -              -              -                              (658)              (658)

 Contributions by and distributions to owners
 Issue of shares, net of issue costs           29             514            -                              -                  543
 Fair value of share options awarded           -              -              2                              -                  2
 Fair value of share options expired           -              -              (127)                          127                -
 At 30 November 2024                           244            12,220         155                            (3,705)            8,914

 Loss for the period                           -              -              -                              (828)              (828)
 Total comprehensive income for the period     -              -              -                              (828)              (828)

 Contributions by and distributions to owners
 Issue of shares , net of issue costs          85             1,224          -                              -                  1,309
 Fair value of share options expired           -              -              (4)                            4                  -
 At 30 November 2025                           329            13,444         151                            (4,529)            9,395

 

 

 These Financial Statements, on pages 35-63, were approved by the Board of
Directors and authorised for issue on 30 April 2026.

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2025

 

 

                                                     Note      Year ended 30 November 2025  Year ended 30 November 2024
                                                               £'000                        £'000
 Cash flows from operating activities
 Operating loss                                                (828)                        (778)
 Adjustments for:
 Share-based payment charge                                    -                            2
 Equity settled transactions                                   88                           -
 (Decrease) in creditors                                       (47)                         (144)
 (Increase)/decrease in trade and other receivables            (58)                         409
 Net cash used in operating activities                         (845)                        (511)

 Cash flows used in investing activities
 Purchase of intangible assets                       7         (286)                        (90)
 Net cash used in investing activities                         (286)                        (90)

 Cash flows from financing activities
 Proceeds from the issue of shares                   12        1,221                        543
 Net cash generated from financing activities                  1,221                        543

 Net increase in cash and cash equivalents                     90                           (58)
 Cash and cash equivalents at beginning of period              94                           152
 Cash and cash equivalents at end of period          9         184                          94

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

1.    ACCOUNTING POLICIES AND BASIS OF PREPARATION

 

GreenRoc Strategic Materials Plc is a public limited company incorporated on
17 March 2021 and domiciled in England & Wales, whose shares are publicly
traded on the AIM market of the London Stock Exchange Group Plc. The
registered office address is c/o Arch Law Limited, Huckletree Bishopsgate, 8
Bishopsgate, London EC2N 4BQ.

 

The Company's principal activities are the development of mining and
exploration interests in Greenland, where its subsidiaries hold three separate
exploration permits.

 

These consolidated Financial Statements have been prepared in accordance with
UK-adopted international accounting standards ("UK-adopted IAS") as they apply
to the Group for the year ended 30 November 2025 and with the Companies Act
2006. The reporting and functional currency of the Group is British Pounds
Sterling (GBP).  Numbers have been rounded to £'000.

 

The consolidated Financial Statements have been prepared on the historical
cost basis, save for the revaluation of certain financial assets as a result
of fair value accounting. The principal accounting policies applied in the
preparation of these Financial Statements are set out below.

 

Alba Mineral Resources Plc remains the Company's largest shareholder, having
held 25.34% of the ordinary share capital of the Company as at the year end
(since reduced to 25.04% as a result of share issues after the year end), and
has the right to appoint two Directors to the Board. The next largest
shareholder, Kadupul Limited, held 7.52% of the Company's share capital at the
year end (since reduced to 7.43% as a result of share issues after the year
end).

 

Going concern

 

In determining whether these financial statements should be prepared on the
going concern basis, the Directors must consider whether the business has
adequate financial resources to continue to operate and meet its obligations
for a period of at least 12 months from the date of this report.

 

Based on financial projections prepared by the Directors, the Group's current
cash resources are insufficient to enable the Group to meet its recurring
outgoings and planned exploration expenditure for the entirety of the next
twelve months.

 

As an explorer with assets in the exploration and development stage, the Group
does not generate revenue and is reliant on external funding such as capital
raisings and loan fundings e.g. EIFO and grants to fund activities. The
Directors intend to raise funds in advance of fieldwork programmes in
Greenland, in order to advance its mineral projects. The precise nature and
cost of those programmes are determined based on the results of previous
studies.

 

This fundraising activity is undertaken as and when required, and the Board
has a reasonable expectation that the Group will continue to be able to meet
its commitments for the foreseeable future by raising funds when required,
based on the following:

 

·    The Group has a track record in sourcing external funding, having
raised funds in multiple prior years;

·    During the year and following the reporting date the Group secured
access to additional funding by way of a convertible loan facility from the
Danish Import Export bank (EIFO) for €5.2m and grant funds of €1.2m from
the EUDP fund, giving rise to substantial capital access for project
development work and consequently reducing substantially the need for further
fundraising activity over the near and medium term;

·    The Group has a supportive major shareholder (Alba Minerals Resources
Plc) which has a strong track record of raising funds for exploration over a
number of years;

·    Results from the Group's graphite projects have been positive and
support the case for further investment;

·    Forecasts contain a level of discretionary spend such that, in the
event that cash flows become constrained, action can be taken to enable the
Group to operate within available funding;

·    The Group and Company may also consider future joint venture funding
arrangements in order to share the costs of the development of its exploration
assets, and/or to consider divesting of certain of its assets and realising
cash proceeds in that way in order to support the balance of its exploration
and investment portfolio.

 

The Directors have prepared cash flow forecasts to 30 June 2027 which take
into account committed exploration spend, costs and external funding. During
the year and following the reporting date the Group secured access to
additional funding by way of a convertible loan facility from the Danish
Import Export bank (EIFO) for €5.2m and grant funds of €1.2m from the EUDP
fund, giving rise to substantial capital access for project development work
and consequently reducing substantially the need for further fundraising
activity over the near and medium term.

 

Following the reporting date, the Company agreed a modification of the terms
of the EIFO loan to allow up to €500k to be applied towards corporate cash
flows as opposed to being ringfenced towards technical/project expenditure
alone.  As a consequence, the Company's financial forecasts indicate that it
will have sufficient funding availability to meet its day-to-day financial
obligations into 1Q27.  To meet its ongoing financial obligations beyond this
point, the Company will require additional sources of funding, drawing on the
multiple options available as noted above.  However, given there can be no
certainty as to the availability of these funding options when they are
required, a material uncertainty exists regarding the ability of the Company
to meet its obligations for a period of 12 months from the date of execution
of these financial statements.

 

As a consequence of the above, in the opinion of the Directors, the
preparation of these financial statements on the going concern basis remains
appropriate.

 

International Financial Reporting Standards

 

There are no significant changes within the International Financial Reporting
Standards (IFRS) framework which impact upon the Company and its subsidiaries
within the next financial reporting year.

 

Standards issued but not yet effective are as follows:

 

·    Amendments to IFRS 18: Presentation and disclosure in the Financial
Statements (effective 1 January 2027);

·    Amendments to IFRS 9: Financial Instruments and IFRS 7: Financial
Instruments; Disclosures; Classification and Measurement of Financial
Instruments (effective 1 January 2026);

·    Annual Improvements to IFRS standards: Volume 11 (effective 1 January
2026).

·    Amendments to IFRS 9 and IFRS 7: Contracts referencing nature
dependent electricity (effective 1 January 2026)

·    Amendments to IAS 21: The effects of changes in Foreign Exchange Rate
(Lack of Exchangeability)

 

 

Critical accounting estimates and judgements

The preparation of the Financial Statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as well as the disclosure of contingent assets and liabilities at
the reporting date and the reported amounts of revenues and expenses during
the reporting period. Actual outcomes could differ from those estimates.

 

Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The areas of judgement that
have the most significant effect on the amounts recognised in the Financial
Statements are as follows:

 

i)          JUDGEMENTS

 

Capitalisation of exploration and evaluation costs

The capitalisation of exploration costs relating to the exploration and
evaluation phase requires management to make judgements as to the future
events and circumstances of a project, especially in relation to whether an
economically viable extraction operation can be established. In making such
judgements, the Directors take comfort from the findings from exploration
activities undertaken, the fact the Group intends to continue these activities
and that the Company expects to be able to raise additional funding to enable
it to continue the exploration activities.

 

Impairment assessment of exploration and evaluation costs

At each reporting date, management make a judgment as to whether circumstances
have changed following the initial capitalisation and whether there are
indicators of impairment. If there are such indicators, an impairment review
will be performed which could result in the relevant capitalised amount being
written off to the income statement.

 

All current exploration projects are being actively progressed and the Company
does not believe any circumstances have arisen to indicate these assets
require impairment.

 

 

ii)         ESTIMATES

 

Share-based payments

Share-based payments represent the fair value of shares issued to employees of
the Company, and warrants issued to third parties in consideration for
services provided. The cost of these share-based payments is based on the
number of options or warrants awarded, the grant date and exercise price, the
vesting period, and calculated based on a Black-Scholes model whose input
assumptions are derived from market and other estimates. These estimates
include volatility rates, the risk-free rate and the expected term of the
options. For further details, see note 4.

 

ACCOUNTING POLICIES

 

Basis of consolidation

The consolidated Financial Statements incorporate the Financial Statements of
the Company and companies controlled by the Company, namely the Subsidiary
Companies, drawn up to 30 November each year.

 

Control is recognised where the Company has the power to govern the financial
and operating policies of an investee entity to obtain benefits from its
activities. The results of subsidiaries acquired or disposed of during the
period are included in the consolidated income statement from the effective
date of acquisition or up to the effective date of disposal, where
appropriate.

 

Where necessary, adjustments are made to the Financial Statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group. All intra-group transactions, balances, income and expenses

are eliminated on consolidation. Non-controlling interests in the net assets
of consolidated subsidiaries are identified separately from the Group's equity
therein.

 

Foreign currency

For the purposes of the consolidated Financial Statements, the results and
financial position of each Group entity are expressed in pounds sterling,
which is the presentation currency for the consolidated Financial Statements.
Each Group entity determines its own functional currency and items included in
the Financial Statements of each entity are measured using that functional
currency.

 

The functional currencies of the foreign subsidiaries are the Danish Kroner
("DKK") and Norwegian Krone ("NOK").

 

In preparing the Financial Statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing at the dates of the
transactions. At each reporting date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in the profit or loss for the
period.

 

On consolidation, the assets and liabilities of the Group's overseas
operations are translated into the Group's presentational currency at exchange
rates prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the period unless exchange rates
have fluctuated significantly during the year, in which case, the exchange
rate at the date of the transaction is used. All exchange differences arising,
if any, are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve.

 

Share-based payments

Share-based compensation benefits are made on an ad-hoc basis on the
recommendations of the Remuneration Committee. The fair value of warrants or
options granted is recognised as an employee benefits expense, with a
corresponding increase in the share-based payment reserve. The total amount to
be expensed is determined by reference to the fair value of the options
granted:

 

·    including any market performance conditions (e.g., the entity's share
price);

·    excluding the impact of any service and non-market performance
vesting conditions (e.g., profitability, sales growth targets and remaining an
employee of the entity over a specified time period); and

·    including the impact of any non-vesting conditions (e.g., the
requirement for employees to save or hold shares for a specific period of
time).

 

The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to the share-based
payment reserve.

 

Warrants issued as part of the cost of an equity raise (for example as part of
advisers' fees) are recorded at fair value as a cost of that financing within
Share Premium and Share-based Payment Reserve.

 

On expiry or exercise of any options and warrants in issue, the fair value of
such instruments which had been charged to the share-based payment reserve are
recycled into retained earnings in the period in which the instruments expire
or are exercised.

 

Intangible assets: capitalised exploration and evaluation costs

Pre-licence costs are expensed in the period in which they are incurred.
Expenditure on licence renewals and new licence applications covering an area
previously under licence are capitalised in accordance with the policy set out
below.

 

Once the legal right to explore has been acquired, exploration costs and
evaluation costs arising are capitalised on a project-by-project basis,
pending determination of the technical feasibility and commercial viability of
the project. Costs include appropriate technical and administrative expenses.
If a project is successful, the related expenditures will be reclassified as
development and production assets and amortised over the estimated life of the
commercial reserves. Prior to this, no amortisation is recognised in respect
of such costs. When all licences comprising a project are relinquished, a
project is abandoned or is considered to be of no further commercial value to
the Company, the related costs will be written off to administrative expense
within profit or loss. Deferred exploration costs are carried at historical
cost less any impairment losses recognised.

 

Impairment reviews for capitalised exploration and evaluation expenditure are
carried out on a project-by-project basis, with each project representing a
potential single cash generating unit. In accordance with the requirements of
IFRS 6, an impairment review is undertaken when indicators of impairment arise
such as:

 

·    unexpected geological occurrences that render the resource
uneconomic;

·    title to the asset is compromised;

·    variations in mineral prices that render the project uneconomic;

·    substantive expenditure on further exploration and evaluation of
mineral resources which is neither budgeted nor planned; and

·    the period for which the Group has the right to explore has expired
and is not expected to be renewed.

 

Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised in profit or loss for the year.

 

Grants relating to the purchase or development of intangible assets are
recognised in accordance with IAS 20 - Accounting for Government Grants and
Disclosure of Government Assistance. The Group has elected in line with the
option available under IAS 20 to present grants related to intangible assets
by deducting the grant from the carrying amount of the related asset. Grants
that are received for which there are no related future costs or for which
costs have already been incurred are recognised in the profit and loss.

 

Financial instruments

Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument.

 

Financial assets are classified as either:

 

·    those to be measured subsequently at fair value (either through other
comprehensive income or through profit or loss); or

·    those to be measured at amortised cost.

The classification is dependent on the business model adopted for managing the
financial assets and the contractual terms of the cash flows expected to be
derived from the assets.

 

For assets measured at fair value, gains and losses will either be recorded in
profit or loss or other comprehensive income. For investments in equity
instruments that are not held for trading, this will depend on whether the
Group has made an irrevocable election at the time of initial recognition to
account for the equity investment at fair value through other comprehensive
income.

 

The Group's financial assets comprise equity instruments and debt instruments
as described below.

 

Impairment provisions for receivables and loans to related parties are
recognised based on a forward-looking expected credit loss model. The
methodology used to determine the amount of the provision is based on whether
there has been a significant increase in credit risk since initial recognition
of the financial asset. For those where the credit risk has not increased
significantly since initial recognition of the financial asset, twelve month
expected credit losses along with gross interest income are recognised. For
those for which credit risk has increased significantly, lifetime expected
credit losses along with the gross interest income are recognised. For those
that are determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are recognised.

 

Investment in subsidiaries: Investment in subsidiaries, comprising equity
instruments and capital contributions, are recognised initially at cost less
any provision for impairment.

 

Loans to subsidiaries: Loans are to subsidiaries recorded at amortised cost
using the effective interest method, requiring assessment for Expected Credit
Losses (ECL) under IFRS 9 which have been considered. Following this
assessment, no credit loss provision is required as the amount and timing of
future cashflows is not known due to the nature of the underlying assets from
which the group expects to derive value (these assets are currently
exploration assets held under IFRS 6) - but that, based on the assessment of
impairment of these assets, there is no reason to believe the balances are
credit impaired and the directors/management expect them to be recovered in
full.

 

A loan is fully impaired when the relevant subsidiary recognises an impairment
of its deferred exploration expenditure, such that the subsidiary is not
expected to be able to repay the loan from its existing assets.

 

Trade and other receivables: Trade and other receivables are held for the
collection of contractual cash flows and are classified as being measured at
amortised cost. They are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method less provision
for impairment.

 

Cash and cash equivalents: Cash and cash equivalents include cash on hand and
deposits held at call with banks.

Trade and other payables: Trade and other payables are not interest bearing
and are recognised initially at fair value and subsequently measured at
amortised cost.

 

Financial liabilities:

·    Trade payables and other short-term monetary liabilities are
initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method.

·    There are no financial liabilities classified as being at fair value
through profit or loss.

·    Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest rate method. Interest expense includes initial
transaction costs and any premium payable on redemption, as well as any
interest or coupon payable while the liability is outstanding. Borrowings are
recognised when the Group becomes a party to the contractual provisions and
funds are drawn.

·    Liability components of convertible loan notes are measured as
described further below.

Share capital: The Company's ordinary and deferred shares are classified as
equity.

 

Warrants: Warrants are stated at their fair value, which is estimated using a
Black Scholes model where they are not issued as part of a cash transaction.

 

Taxation

The charge for taxation is based on the profit or loss for the period and
takes into account deferred tax. The Group's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the reporting date. Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts of assets and
liabilities in the Financial Statements and the corresponding tax bases used
in the computation of taxable profit or loss, and is accounted for using the
liability method.

 

Deferred tax assets are only recognised to the extent that it is probable that
future taxable profit will be available in the foreseeable future against
which the temporary differences can be utilised.

 

2.    ANALYSIS OF SEGMENTAL INFORMATION

 

The Group currently only has one primary reporting business segment,
exploration and development.  The Group exploration assets and investments
along with capital expenditures are presented on this basis below:

 

                                                       2025    2024
                                                       £'000   £'000
 Total assets
 Exploration and evaluation                            10,271  9,930
 Current assets                                        84      26
 Cash                                                  184     94
                                                       10,539  10,050
 Capitalised exploration and evaluation expenditure
 Exploration and evaluation - Greenland                341     90
                                                       341     90

 

 

The Group's primary business activities are the exploration projects in
Greenland, its pilot AAM plant in Denmark and its corporate head office in the
UK. As currently there are no material assets or operations associated with
its Danish project, the Group has not included Denmark as an operating segment
in the below analysis.  The split of total assets and capitalised exploration
and evaluation expenditure between these operational locations is set out
below:

 

                     2025    2024
                     £'000   £'000
 Total assets
 Greenland           10,347  9,933
 United Kingdom      192     117
                     10,539  10,050

 

The administrative expenditure in the income statement primarily relates to
central costs.

 

3.    OPERATING LOSS
                                   2025    2024
                                   £'000   £'000
 This is stated after charging:
 Share-based payments charge       -       2
 Auditor's remuneration
 - Group audit services            44      40
 - Group taxation advice           1       6

 

Administration expenses are made up as follows:

                                                   2025    2024
                                                   £'000   £'000
 Staff costs (including share-based payments)      308     393
 Professional fees                                 363     251
 Office, travel, and other                         153     186
 Total                                             824     830

 

 

4.    DIRECTORS' EMOLUMENTS AND STAFF COSTS

 

During the period there were six permanent employees, being the Directors (who
are the key management personnel). There were no temporary employees.

 

                                                        2025    2024
                                                        £'000   £'000
 Directors' Remuneration
 Salaries                                               284     364
 Share based payment charge                             -       2
 Pension contributions                                  22      27
 Total remuneration                                     306     393

 Average number of employees (including directors)      6       6

 

 

Remuneration of each Director is set out below for 2025.

 

                      2025                                            2024
                      Salary  Bonus   Pension  FV of options  Total   Salary  Bonus   Pension  FV of options  Total
                      £'000   £'000   £'000    £'000          £'000   £'000   £'000   £'000    £'000          £'000
 Directors
 Stefan Bernstein     108     -       22       -              130     107     -       22       2              131
 Jim Wynn(1)          -       -       -        -              -       4       -       -        -              4
 George Frangeskides  54      -       -        -              54      54      -       -        -              54
 Lars Brünner         32      -       -        -              32      44      -       -        -              44
 Mark Austin          30      -       -        -              30      30      -       -        -              30
 Mark Rachovides      30      -       -        -              30      30      -       -        -              30
 Andrew Panteli       30      -       -        -              30      30      -       -        -              30
 Total                284     -       22       -              306     299     -       22       2              323

 

(1) Jim Wynn retired from the Board on 11 October 2023

 

During the year, Stefan Bernstein was the highest-paid employee, receiving
remuneration totalling £130,000  (2024: £131,000). There were no employees
other than the Directors, whose remuneration is fully disclosed in the above
table.

 

As at 30 November 2025, Amounts totalling £875 were owing to Mark Rachovides
in invoiced but unpaid directors' fees (2024: £7,750).

 

 

Total options held by Directors at year end were as follows:

 

                                    No options  Date of grant  Expiry date  Exercise price
 Stefan Bernstein                   1,000,000   8-Jul-22       28-Sep-26    £0.10
 George Frangeskides                1,500,000   28-Sep-21      28-Sep-26    £0.10
 Mark Austin                        300,000     28-Sep-21      28-Sep-26    £0.10
 Lars Brunner                       300,000     14-Apr-23      28-Sep-26    £0.10
 Mark Rachovides                    300,000     14-Apr-23      28-Sep-26    £0.10
 Total options at 30 November 2025  3,400,000

 

The total estimated value of the share-based remuneration provided to
Directors was £nil (2024: £2k), which is expensed over the vesting period of
each tranche. These values were derived from a Black Scholes model as
described in note 1.

 

5.    INCOME TAXES

 

a) Analysis of charge in the period

                                                    2025    2024
                                                    £'000   £'000
 United Kingdom corporation tax at 25% (2024: 19%)  -       -
 Deferred taxation                                  -       120
                                                    -       120

 

b) Factors affecting tax charge/(credit) for the period

 

The tax assessed on the loss for the period before tax differs from the
standard rate of corporation tax in the UK which is 25%. The differences are
explained below:

                                                2025    2024
                                                £'000   £'000
 Loss before tax                                (828)   (778)
 Loss multiplied by standard rate of tax (25%)  207     148
 Effects of:
 Disallowed expenses                                    -
 Deferred tax assets not recognised             (207)   (28)
                                                -       120

A deferred tax asset has not been recognised in respect tax losses and
accelerated capital allowances, due to uncertainty that the potential asset
will be recovered.

 

In 2021, a deferred tax liability of £1.0 million was recognised as part of
the fair value accounting for the acquisition of the Alba subsidiaries,
representing the taxation impact of the fair value uplift of the intangible
assets acquired, which would not be an allowable deduction from tax profits in
future periods. In 2024, a reduction of the deferred tax liability of
£120,000 was recognised, following impairment of the Melville Bay asset

 

6.    EARNINGS PER SHARE

 

Basic earnings per share is calculated by dividing the loss attributed to
ordinary shareholders of £0.8 million (2024: £0.7 million) by the weighted
average number of shares of 252,396,723 (2024: 180,677,314) in issue during
the period. At 30 November 2025 and at 30 November 2024, the effect of all the
potentially dilutive instruments in issue is anti-dilutive as it would lead to
a further reduction of loss per share, therefore no fully diluted loss per
share has been disclosed.

 

 

 

7.    INTANGIBLE ASSETS - EXPLORATION & EVALUATION ASSETS

 

                                     Amitsoq  Thule Black Sands  AAM Plant  Total
                                     £'000    £'000              £'000      £'000

 Net Book Value at 30 November 2023  5,443    4,397              -          9,840
 Additions                           82       8                  -          90
 Impairment                          -        -                  -          -
 Net Book Value at 30 November 2024  5,525    4,405              -          9,930
 Additions                           282      -                  59         341
 Impairment                          -        -                  -          -
 Net Book Value at 30 November 2025  5,808    4,405              59         10,271

 

As all exploration and evaluation assets remain in the early, pre-production
stages of the asset life cycle, no amortisation has been recorded in respect
of these assets.

 

 

8.    TRADE AND OTHER RECEIVABLES
                                      2025    2024
 Current receivables                  £'000   £'000
 VAT receivable                       20      7
 Amounts due from creditors           26      -
 Prepayments & other receivables      38      19
                                      84      26

 

VAT receivable relates to input VAT on supplies during the period.

 

 

9.    CASH AND CASH EQUIVALENTS

                           2025    2024
                           £'000   £'000
 Cash at bank and in hand  184     94

 

The fair value of cash at bank is the same as its carrying value.

 

 

10.  TRADE AND OTHER PAYABLES

                               2025    2024
 Current                       £'000   £'000
 Trade creditors               73      123
 Accruals and deferred income  171     111
 Other creditors               4       19
                               248     253

 

The fair value of trade and other payables approximates to their book value.
Other creditors are the amounts received for a placing made after year end.

 

11.  BORROWINGS

 

In October 2025 the Company signed a binding €5.2 million secured loan
facility with the Export and Investment Fund of Denmark (EIFO). It carries an
interest rate of 10% p.a. on amounts drawn down and an availability fee of
2.5% p.a. on undrawn principal over a 2-year availability period, and has a
5-year maturity. The loan incorporates a conversion right which may be
exercised at the election of the lender. The economic terms of conversion are
principally based on the market value of the Company's equity at the point of
conversion, reduced by a 20% discount. However, valuation is subject to a
floor price of £30 million and a ceiling price of £140 million. In addition,
the lender may not hold more than 10% of the Company's shares
post‑conversion.

 

Given this asymmetric payoff profile, the embedded derivative must be valued
using a probability‑weighted Monte Carlo model. The model should incorporate
the distribution of equity outcomes at conversion (assumed at maturity), along
with volatility, discount rates, and other valuation inputs. The expected
value of the derivative may be either an asset or a liability and must be
re‑measured at each reporting date through profit or loss in accordance with
IFRS 9.

 

12.  CALLED UP SHARE CAPITAL

                                         Number of    Share capital  Deferred shares  Share premium  Total

                                         shares
                                                      £'000          £'000            £'000          £'000
 Allotted, called up and fully paid
 Ordinary shares of £0.001               279,272,630  279            -                13,444         13,723
 Deferred shares of £0.099               500,000      -              50               -              50
 Total                                   279,772,630  279            50               13,444         13,773

 

A total of 84,389,421 ordinary shares were issued in the year ended 30
November 2025 (2024: 29,769,047). The movement in shares in issue, share
capital, deferred share capital and share premium during 2025 was as follows:

 

 

                       Ordinary Shares  Deferred Shares  Share capital  Deferred shares  Share premium  Total
                        of £0.001       of £0.099        £'000          £'000            £'000          £'000
 At 30 November 2024   194,883,209      500,000          194            50               12,220         12,464
 Movement during year  84,389,421       -                85             -                1,224          1,309
 At 30 November 2025   279,272,630      500,000          279            50               13,444         13,773

 

 

 

13.  RESERVES

 

The following describes the nature and purpose of certain reserves within
owners' equity:

 

 Share premium                Amounts subscribed for share capital in excess of nominal value less costs of
                              issue.

 Share-based payment reserve  Amounts charged each period in relation to share options and warrants.

 

The share-based payment reserve movement of £nil (2024: £2k) in respect of
the fair value of employee share options and nil (2024: £nil) in respect of
warrants granted. During the year, the fair value of share options which
expired in the year totalling £4k (2024: 127k) were recycled from the
share-based payment reserve into retained earnings.

 

 

14.  CAPITAL COMMITMENTS

As at 30 November 2025 the Group had an obligation under the terms of its
2022-03 licence to undertake DKK 1,401,351 (approx. £162K) of qualifying
technical expenditure by 31 December 2025.  This is counterbalanced by the
approved spending in 2024 (DKK 1,826,350) creating an excess of DKK 385,000
(approx. £45k) which can be transferred to 2026.  The Group has no other
capital expenditure commitments on its licences, having been substantially in
excess of minimum obligations in previous years, with the excess expenditure
carried forward more than offsetting these obligations at all of its
licences.

 

15.  FINANCIAL INSTRUMENTS

 

The Group's financial instruments comprise investments, cash at bank, and
various items such as debtors, loans, and creditors. The Group has not entered
into derivative transactions, nor does it trade financial instruments as a
matter of policy.

 

Credit risk

The Group's credit risk arises primarily from cash at bank, other debtors, and
the risk the counterparty fails to discharge its obligations.

 

The Company holds its cash with Metro Bank Plc whose credit rating is B+.

 

Funding risk

Funding risk is the possibility that the Group might not have access to
the financing it needs. The Group's continued future operations depend on the
ability to raise sufficient working capital through the issue of equity share
capital. The Directors are confident that adequate funding will be forthcoming
with which to finance operations. The Directors have a strong track record of
raising funds as required both at GreenRoc as well as within Alba. Controls
over expenditure are carefully managed and activities planned to ensure that
the Group has sufficient funding.

 

Liquidity risk

Liquidity risk arises from the management of cash funds and working capital.
The risk is that the Group will fail to meet its financial obligations as they
fall due. The Group operates within the constraints of available funds and
cash flow projections are produced and regularly reviewed by management.

 

Interest rate risk profile of financial assets

The only financial assets (other than short term debtors) are cash at bank and
in hand, which comprises money at call. The interest earned in the period was
negligible. The Directors believe the fair value of the financial instruments
is not materially different to the book value.

 

Foreign currency risk

The Group incurs costs denominated in foreign currencies (including Danish
Krone and Euros) which gives rise to short term exchange risk. The Group does
not currently hedge against these exposures as they are deemed immaterial and
there is no material exposure as at the period end.

 

Market risk

The underlying value of the Group's assets is exposed to the spot price in the
relevant commodities, notably graphite (Amitsoq) and ilmenite (TBS).

 

Categories of financial instrument

                                 2025    2024
                                 £'000   £'000
 Financial assets
 Held at amortised cost:
   Trade and other receivables   84      26
   Cash at bank                  184     94
                                 268     120
 Financial liabilities
 Trade creditors                 73      123
 Other creditors                 175     130
                                 248     253

 

16.  CAPITAL MANAGEMENT

 

The Group's objective when managing capital is to safeguard the entity's
ability to continue as a going concern and develop its mining and exploration
activities to provide returns for shareholders. The Group's funding to date
has been comprised of equity. The Directors consider the Company's capital and
reserves to be capital. When considering the future capital requirements of
the Group and the potential to fund specific project development via debt, the
Directors consider the risk characteristics of all the underlying assets in
assessing the optimal capital structure.

 

 

17.  RELATED PARTY TRANSACTIONS

 

Alba Mineral Resources Plc, which owned 25.34% of the Company's issued shares
as at year end (and 25.04% at the date of this report as a result of
subsequent share issues), charged fees for services in the period amounting to
£31k (2024: £91k). These fees were calculated in accordance with the terms
of the Services Agreement entered into between the Company and Alba in
September 2021, and relate to finance, management, exploration, technical and
other professional activities, as well as the pass-through of certain costs
settled by Alba on behalf of GreenRoc. These charges were at arm's-length
rates.

 

At the year end, Alba Mineral Resources Plc owed £26k to the Group, which is
to be offset against future services to be incurred. See note 8 for further
details.

 

In note 10, the Group has included deferred salaries owed to directors within
accruals and deferred income.

 

The Financial Statements for Alba are available on their website at
www.albamineralresources.com (http://www.albamineralresources.com) .

 

18.  EVENTS AFTER THE REPORTING PERIOD

 

·    On 8 December 2025, the Company announced the drawdown of €848k
(£740k) of loan funding from EIFO to cover key costs in relation to the
development of the AAM pilot plant.

·    On 29 January 2026, the Company announced the exercise of 3,269,231
warrants providing approximately £65k in funding.

·    On 27 March 2026, the Company announced the drawdown of €1,050,000
(£900k) of loan funding from EIFO to cover key costs in relation to the
development of the AAM pilot plant.

·    On 31 March 2026, the Company announced the exercise of 1,153,846
warrants providing approximately £23k in funding.

·    On 8 April 2026, the Company announced that the Company had signed of
a drilling contract for the planned Phase III drilling programme with Mineral
Exploration Drilling Ltd (''MEDL'') which has significant drilling experience
in Greenland.

 

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