Audited Results for FY2025 & Notice of AGM

Jubilee Metals

17/12/2025 07:00

RNS Number : 8525L

Jubilee Metals Group PLC

17 December 2025

 

 

Jubilee Metals Group PLC

Registration number (4459850)

AIM share code: JLP

Altx share code: JBL

ISIN: GB0031852162

('Jubilee' or 'the Company' or 'the Group')

 

 

Dissemination of a Regulatory Announcement that contains inside information according to UK Market Abuse Regulations. Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

 

Audited Results for the year ended 30 June 2025

Notice of Annual General Meeting

 

 

Jubilee, the Zambia copper focused producer, is pleased to announce its audited annual results for the year ended 30 June 2025. The proposed sale of Jubilee's chrome and PGM operations in South Africa (Disposal) is still anticipated to completed by the end of December 2025.

 

The Company is presenting the results of the Disposal in accordance with IFRS 5: Non-current assets held for sale and discontinued operations (IFRS 5). The assets and liabilities of the Disposal Group have been classified as held for sale at 30 June 2025. In accordance with IFRS 5, the results for the previous financial year which ended on 30 June 2024 (FY2024) are re-presented for the Group statements of comprehensive income and cash flows as if the Disposal took place in FY2024. As a result, the earnings and cashflows for the Group for both the 2024 and 2025 financial years are reported on for continuing operations only with the earnings and cash flows from the Disposal Group presented as one line item on the face of the Group statements of comprehensive income cash flows.

 

The Group statement of financial position for FY2024 is not re-presented. It presents the assets and liabilities of the discontinued operations as held for sale in compliance with IFRS 5. The assets and liabilities of the Disposal Group are presented on separate line items on the face of the Group statements of financial position for the 2025 financial year only.

 

The continuing operations for the Group represent the results from the Company's Zambian operations, its investment in the Tjate Project, and its corporate overheads.

 

Highlights for the year ended 30 June 2025

·      Major focus point for the copper operations has been to advance the Company's Three-Pillar Strategy through a structured investment program and to lay the foundation for copper growth. The investment specifically targeted the Roan operations and the Molefe Mine's expanded Pit 2. The investment program that impacted copper production over the period, has already delivered significant performance during Q1 FY2026

o  Success of the capital investments already reflecting in the operational results for Q1 FY2026 with production up by 65.5% from Q4 FY2025 to 938t of copper units

o  Successful completion of Pit-2 at Molefe Mine with commencement of operations in Q1 FY2026 allowing the staggered increase in the delivery of high-grade ROM to Sable from 3 500tpm to 4 500tpm during November and targeting an 8 500tpm run rate from Q3 FY2026

o  Operational performance at Roan concentrator has stabilised with a 65.1% increase in copper output compared with the previous quarter, meeting its current feed rate target of 30 000tpm with the option to increase throughput to 45 000tpm post the current rainy season. The copper feed grade to Roan has maintained the targeted grade of an average of 1.6% copper (Cu)

·      Executed the sale of one of the Company's non-core waste assets outside of its large copper tailings for a combined consideration of US$12.3 million

o  The consideration has been largely excluded from the FY2025 results under IFRS15 with only US$1.4 million reflected in the results

o  Revenue from the contract will be recognised during the current financial period 

·      Executed the sale of 10Mt of copper bearing material from the Large Waste Project for a consideration of US$6.75 million

o  The Group has secured a binding customer contract the revenue of which will be recognised progressively over an estimated period of 18 months from signature as the contracted material is reclaimed

o  To date approximately 19 000 truck loads have been reclaimed, with Jubilee also benefiting from the assays and data generated completed on the sold material.

·      Accordingly, copper revenue for the period under review excludes the revenue to be recognised on the two executed revenue contracts above totalling US$17.9 million that will largely be recognised during the current financial period

·      Excluding the revenue from the two sale contracts, copper revenue decreased by 17.9% to US$15.2 million* (FY2024: US$18.5 million), due mainly to lower copper production during the investment program

·      Proposed disposal of the South African chrome and PGM operations announced, with an enterprise value of value of US$147 million dollars (including US$56.8 million debt settlement) with a minimum net cash realisation of US$87 million (maximum of US$90 million), which when completed provides capital to pursue exciting growth plans in Zambia

·      Chrome operations reached a new production high of chrome concentrate for the year reaching 1.9Mt (FY2024: 1.5Mt) up 24.8% from FY2024

·      PGM operations produced 38 579oz of PGM, up 6.0% from FY2024

*  % movements throughout this announcement may be different to those presented in the tables due to rounding of numbers.

Highlights post the year-end

·      Executed a co-operation and project development agreement with Galileo Resources plc (Galileo), for the implementation of an accelerated resource exploration program and the development of Jubilee's Molefe Mine in Zambia

o  Galileo has the right to earn up to 23.75% of the issued capital of Munkoyo Mine Limited, a subsidiary of Jubilee, with Jubilee retaining a 71.25% shareholding and the remaining 5% held by a local Zambian firm

·      Copper production for Q1 FY2026 totalled 938t, up 65.1% (Q4 FY2025: 568t) with no material power outages affecting operations

·      Following significant capital investment during the financial year, the Company's copper strategy through its Three-Pillar Strategy continues to be executed, with a focus on feed rate, yields and cost control:

o  Pillar 1 - Processing of third party copper feedstock: Roan

§ Roan production for Q1 FY2026 increased by 65.5% to 917t (Q4 FY2025: 554t) of copper contained in copper sulphide and oxide concentrates

§ Power supply agreements delivered consistently throughout the period with no material power outages for the quarter allowing Roan to operate more stably which is reflected in the improved performance

§ Roan's filtering capacity currently being expanded by approximately 30% to accelerate drying of concentrates prior to transporting to Sable refinery and offer the potential to further increase the throughput at Roan

o  Pillar 2 - Integrated mine-to-metals business: Sable and mining operations

§ Following the expansion of Pit 2, Molefe Mine operations re-commenced operations on-schedule with high-grade Cu ore deliveries to Sable during September 2025 following the successfully expanded Pit 2

§ Post Q1 FY2026 Molefe Mine reached its targeted 3 500t per month of high-grade Cu ore on grade delivered to Sable in October 2025 and reached 4 500t of high-grade Cu ore in November 2025

§ In-fill drilling of the current Pit 2 is underway

o  Pillar 3 - Processing of surface stockpiles and tailings: Large Waste Project

§ An independent resource review of the near 240Mt Large Waste Project is progressing on target with further infill drilling expected to commence during Q3 FY2026 as part of the development of the detailed ore reclamation plan

§ External project leaders have been appointed to drive the project implementation with near final designs on track for completion by end of Q3 FY2026

§ Jubilee has agreed with a potential project partner to commence with a large scale trial on the stockpiles and tailings to confirm final proposed commercial terms. The trial is expected to be concluded during Q3 FY2026.

·      The South African Competition Tribunal approved the proposed disposal of the chrome and PGM operations, with completion of the disposal expected by end-December 2025

Copper production guidance for FY2026

Copper unit production guidance for FY2026 is expected to be within the range of 4 500t to 5 100t depending on the extent of the current rainy season (FY2025 production: 2 211t)

Statement from Leon Coetzer, Chief Executive Officer

"The financial year to end-June was one of momentous change for Jubilee Metals. Very soon, the Company will become a pure play copper producer, generating our revenue from an exciting suite of copper growth assets situated on one of the richest copper belts on earth.

Our Three-Pillar Strategy is the culmination of our success achieved in South Africa and lessons learnt from our in country Zambian presence to design a robust diversified copper growth strategy against which the Company's progress can now be measured - one, a business focused on third party processing at Roan; two, a fully integrated mine-to-metals business where the Molefe Mine feeds the Sable refinery; and three, unlocking the Large Waste Project through financing and partnerships.

Our investment program over the past period was specifically targeted to lay the foundation for the targeted copper growth from our Three-Pillar Strategy. Although copper production was significantly impacted over the period, the results from the investment are already delivering results at both our Roan operations and our exciting Molefe mining venture as demonstrated by the step up in our Q1 FY2026 production to 938t, up 65.1% from Q4 FY2025.

We have worked hard to secure the key ingredients for our growth strategy, most critical of which has been a stable and reliable power supply agreement for both our Roan and Sable operations.  We are paying a premium for the security of power but this is offset by the sharp improvement in production of copper.

The hard work in Zambia is beginning to show tangible results, and we remain focused, disciplined, and confident in our strategy as it continues to translate into steady operational performance for the year ahead."

Key operational performance indicators

Indicator
Metric
FY2025
FY2024
% change
Production - Copper1
tonnes
2 211
3 422
(35.4)
Production - Chrome2
tonnes
1 932 798
1 548 205
24.8
Production - PGM
ounces
38 579
36 411
6.0
Sold - Copper1
tonnes
2 045
2 655
(23.0)
Sold - Chrome2
tonnes
2 007 348
1 569 817
27.9
Sold - PGM
ounces
38 579
36 411
6.0
Average revenue - Copper3
US$/tonne
7 421
6 964
6.6
Average revenue - Chrome
US$/tonne
110
96
14.6
Average revenue - PGM
US$/ounce
1 130
1 009
12.1
Average cost - Copper4
US$/tonne
7 776
4 294
81.1
Average cost - Chrome concentrates5
US$/tonne
104
84
23.8
Average cost - PGM5
US$/ounce
604
709
(14.8)

1: Year-on-year copper production in tonnes decreased by 35.4% with copper sales in tonnes decreasing by 23.0%. This is due mainly to lower production as a result of the upgrade of Roan and completion of successful trials during Q3 and Q4 of FY2025.

2: Year-on-year chrome production was up 24.8% and chrome sales were up 27.9% due mainly to increased production from the Thutse operations.

3: Copper revenue per tonne increased by 6.6% despite lower production which was largely offset by the sale of non core waste assets

4: Copper cost per tonne increased by 81.1% from US$4 294/t to US$7 776/t owing mainly to lower production and dilution of fixed costs

5: Certain operating costs were re-allocated between two of Jubilee's PGM operating plants and two Inyoni chrome processing plants to reflect the costs more accurately for each operation in relation to output. The costs re-allocated amounted to US$7.9 million (FY2024: US$9.9 million). 

 

Operational and financial highlights

Ø Zambia

·      Safety performance improved with 123 consecutive days achieved without a lost time injury (LTI-free) in the current fiscal year, compared to 488 LTI-free days in FY2024, and commensurately realising a reduction in the LTI Frequency Rate (LTIFR) to 1.24 (FY2024:0)

·      Roan remains on target to be an independent, cash-generating processing facility of waste, tailings, and previously mined material stepping up production of copper on the back of the investment program

·      The project for the addition of a dedicated copper leach circuit at Roan to target the super fine oxide copper is progressing positively. The project specifically targets the recovery of the very fine fraction of material that accounts for the majority of the copper losses

·      Copper revenue decreased by 17.9% to US$15.2 million (FY2024: US$18.5 million) driven mainly by:

o  lower production from copper operations which was partially offset by the sale of waste assets (US$1.4 million included in revenue)

o  the average copper unit revenue received decreased by 6.6% to US$7 421/t (FY2024: US$6 964/t)

·      Copper cathode and copper sulphide in concentrate (copper units) production for the financial year decreased by 35.4% to 2 211t (FY2024: 3 422t) due mainly to the upgrade of Roan and completion of the successful trials and ramp-up during Q3 and Q4 of FY2025

·      The decrease in copper units production over this period resulted in an effective increase of copper unit cost per tonne by 81.1% to US$7 776/t (FY2024: US$4 294/t) due to the reduction in fixed cost dilution over the period

·      Accordingly, copper EBITDA decreased by 172.6% from US$7.1 million to a loss of US$5.2 million driven mainly by the decrease in copper production during the Roan upgrades resulting in an effective increase in the cost per copper tonne

·      Capital investment reached US$20.8 million (FY2024: US$17.6 million), principally focused on the Roan upgrade

·      The average LME copper price increased by 15.7% to US$10 040/t (FY2024: US$8 678/t)

Ø South Africa

·      Operations achieved 245 LTI-free days (FY2024: 88 LTI-free days), reflecting a consistent LTIFR rate of 1.33 (FY2024: 1.62), in line with performance from the previous year

·      Chrome concentrate produced for FY2025 increased by 24.8% year-on-year to 1 932 798t (FY2024: 1 548 205t) exceeding full-year revised guidance of 1 800 000tpa

·      Chrome concentrate cost per tonne increased by 23.8% to US$104/t (FY2024: US$84/t) driven mainly by additional chrome material sourced from own operations

·      Chrome EBITDA decreased by 30.9% to US$12.3 million (FY2024: US$17.8 million) due mainly to softer chrome prices

·      Average CIF chrome price decreased by 10.5% to US$265/t (FY2024: US$296/t)

·      PGM production for FY2025 increased by 6.0% to 38 579oz (FY2024: 36 411oz) supported by increased PGM feed grades delivered from higher chrome recoverable material being prioritised

·      PGM cost per ounce decreased by 14.8% to US$604 (FY2024: US$709) due mainly to increased PGM feed cost

·      PGM EBITDA increased by 110.4% to US$14.1 million (FY2024: US$6.7 million) due mainly to the allocation of certain operating costs between two of Jubilee's PGM operating plants and two Inyoni chrome processing plants to reflect the costs more accurately for each operation in relation to output

·      The average PGM basket price was up 12.0% to US$1 130/oz (FY2024: US$1 009/oz)

·      Capital investment reached US$10.6 million (FY2024: US$22.3 million), focused on the expansion of chrome operations

·      Revenue from South African operations increased by 41.6% to US$264.7 million (FY2024: US$186.9 million)

Disposal of the chrome and PGM operations

On 12 June 2025, the Company received a binding offer from One Chrome for the sale of its South African Chrome and PGM Operations. On this date, the assets and liabilities of the Disposal Group were classified as held for sale. The results from the discontinued operations are reported in accordance with IFRS5: Non-current Assets Held for Sale and Discontinued Operations (IFRS5). At 30 June 2025, the Disposal met all the criteria for the assets and liabilities of the Disposal Group to be classified as held for sale. The assets and liabilities were measured at the lower of its carrying amount and its fair value less costs to sell at the date of classification.

In valuing the fair value of the purchase consideration, management considered the deferred elements of the consideration and applied a discount rate of 7.32% based on the entity's incremental borrowing rate or a rate reflecting the risk profile of the buyer and the nature of the receivable. At the year-end, the fair value of the cash portion of the purchase consideration (US$25 million) and the deferred payments (US$65 million) were discounted to a present value of US$79.0 million. The present value (US$79.0 million) less the costs to sell of US$1.3 million resulted in a fair value of US$77.7 million for the Disposal Group at year-end.

The difference between the carrying value of the Disposal assets and liabilities (US$90.0 million) at year-end and the fair value of the purchase consideration (US$77.7 million), was recognised as a fair value adjustment in profit or loss (US$12.3 million) in compliance with the requirements of IFRS5. The amount so recognised is included in the net loss from discontinued operations of US$4.5 million as presented in the statement of comprehensive income for the year ended 30 June 2025. The profit from the discontinued operations for the year ended 30 June 2025, before the fair value adjustment, was US$7.8 million.

On 7 August 2025, the Company executed a sale and purchase agreement (SPA), in terms of which One Chrome acquired the Company's Chrome and PGM Operations for a purchase consideration of up to US$90 million, which was approved by Jubilee shareholders at a General Meeting held on 28 August 2025. The Company expects the Disposal to be completed by the end of the calendar year 2025, subject to satisfaction of the suspensive conditions to the SPA. On Friday 14 November 2025 the Company received unconditional approval for the Disposal from the South African Competition Tribunal.

Post the year-end, the difference between the purchase consideration (US$90.0 million) and its discounted fair value (US$79.0) equalling US$11.0 million represents an unwinding of discount, which will be recognised as finance income over the period of the deferred purchase consideration, once the Disposal is completed. The finance income so recognised will, as the deferred payments are received, neutralise the impact of the fair value adjustment at 30 June 2025.

The purchase consideration of up to US$90 million is payable as follows:

Cash payments
Refundable advance payment on the signature date
US$15 million
Within two business days after the completion date
US$10 million
Total cash payments
US$25 million
Deferred payments
By the first anniversary of the completion date
US$15 million
On future anniversaries at US$10 million plus US$5/t for each tonne of chrome concentrate production exceeding 1.5Mt
And US$70/oz for each ounce of PGM production exceeding 36 000 oz
US$35 million
Total deferred payments
US$50 million
Royalty payments
Minimum aggregate royalty payable annually, calculated using US$3.50 cents per ton of chrome concentrate produced
US$12 million
Maximum additional royalty
US$3 million
Total royalty payments
US$15 million

Completion is subject to the following suspensive conditions being satisfied or waived in accordance with the sale agreement.

·      Consent of any financiers of the companies within the disposal group to the extent that such consent is required in respect of a change of control;

·      Passing of a shareholders' resolution on the part of One Chrome approving the transaction; and

·      Execution and implementation of the Windsor SOB.

Ø Use of proceeds from the disposal

The use of proceeds from the payment consideration net of transaction costs will, together with existing resources and operating cash flows, be employed towards working capital for the Company's current copper projects in Zambia and also for the development and implementation of its copper strategy, and more specifically the following projects:

·      Molefe Mine operations

An on-site processing plant is being planned at Molefe Mine. This plant will be designed for the low-grade ROM that incorporates a copper leaching, solid-liquid separation, and copper precipitation circuit. To date, approximately 2.2Mt of lower-grade material have already been stockpiled at Molefe Mine in anticipation of the processing units being implemented. The implementation of the first copper processing unit at Molefe Mine is targeted for the end of Q4 FY2026 and offers an increase in copper units of a further 120tpm to reach 320tpm (3 840tpa) prior to any further expansion of the mining operations

·      Project G

Implementation of a more detailed exploration program to better inform optimal open pit design and completion of the on-site ore upgrade facility prior to refining at Sable Refinery

·      Sable Refinery expansion

The expansion of the Sable refinery to meet the capacity demands from both the expanded Molefe Mine and Project G operations.

·      Roan concentrator

Roan is targeted as an independent processing facility that produces both copper oxide and copper sulphide concentrate from waste, tailings, and previously mined material. The copper sulphide concentrate is sold via off-take agreements and the copper oxide concentrate is delivered to Sable for the production of copper cathode. The Company targets to install a copper refining stage at Roan to offer greater flexibility and further enhance margins. The refining step will also seek to recover the copper lost in the super fine fraction.

Roan's filtering capacity is currently being expanded by approximately 30% to accelerate drying of concentrates prior to transporting to Sable refinery and offer the potential to further increase the throughput at Roan

·      Large Waste project

The Company has prioritised the Large Waste project (in excess of 240Mt). Jubilee is looking to roll out a series of 25 000tpm modular processing units on-site, based on the design implemented at Roan. The Company targets to achieve 5 000tpa of copper units through the initial rollout of modular processing units.

Sustainability

As part of its sustainability efforts, Jubilee embraces an innovative approach that redefines traditional mining practises by reprocessing previously processed material, previously mined material and open-pit mining materials, thereby creating sustainable solutions for resource utilisation.

The sustainability journey is ongoing - marked by challenges, learnings, and achievements. In FY2026, the focus will be to:

·      Advance towards carbon neutrality, supported by renewable energy integration in Zambia.

·      Strengthen biodiversity reporting, including the rehabilitation of historical mining sites.

·      Embed innovation and digitalisation into ESG monitoring, reporting, and operational efficiency.

·      Continue transparent stakeholder communication to build trust and accountability.

Through these steps, Jubilee reaffirms that responsible business practices and sustainable development go hand in hand, delivering long-term value for our stakeholders and for the environment.

Ø Zambia

·      Safety Performance

o  The Zambian operations achieved a LTIFR of 1.24 (FY2024: 0), with the last LTI occurring in February 2025.

·      Environmental Performance

o  Scope 1 emissions for FY 2025 totalled 3,789 tonnes of CO2 an increase from 645 tonnes in FY2024

o  Scope 2 emissions increased to 301 tonnes compared to 110 tonnes in FY2024.

·      Electricity Usage

o  A three-year renewable power purchase agreement was signed with Lunsemfwa Hydro Power Company, effective 1 September 2024, securing reliable hydro and solar supply. Total electricity use increased to 26,940 MWh (FY2024: 18,343 MWh).  Electricity consumption increased by 56% to 12,185 kWh per tonne of copper produced (FY2024: 5,360 kWh per tonne of copper produced).

·      Water Usage

o  Total primary water use was 1.537 million m³ (FY2024: 1.556 million m³).

·      Corporate social responsibility

o  A total of US$10.4 million was spent towards local procurement. Key projects included water access, sanitation programmes, road improvements, and educational support.

Ø South Africa

·      Safety Performance

o  South African operations recorded an LTIFR of 1.33 (FY2024: 1.62), with three LTIs and six medical treatment cases. Enhanced digital access control improved reporting accuracy.

 

·      Environmental Performance

o  Emissions intensity improved to 0.038 t CO₂e/t Cr (FY2024: 0.042). Dust challenges increased exceedances to 38 (FY2024: 23), linked to ROM quality and water constraints.

 

·      Electricity Consumption

o  Electricity usage increased to 55,960 MWh (FY2024: 51,986 MWh) due to higher production.        Diesel generator hours totalled 6,077, contributing to Scope 1 emissions. Efficiency gains         were achieved through AVA tracking and the implementation of Level 9 autonomous braking      systems, thereby reducing the number of surface mobile equipment operating on-site. Electricity           consumption decreased by 24% to 29 kWh per tonne of chrome produced (FY2024: 34 kWh      per tonne of chrome produced).

 

Management's overview of the financial results for the year ending 30 June 2025

Management's overview of the financial information is presented differently to the presentation of the statutory statements of comprehensive income, financial position and cash flows. The information is presented with a focus on the income statements, balance sheets and cash flows of the continuing operations for the period under review.

Exchange rates and their impact on the results

Jubilee subsidiaries are incorporated in multiple jurisdictions including South Africa (ZAR), Zambia (ZMW), Mauritius (US$), the United Kingdom (GBP), and Australia (AUD). For the year ended 30 June 2025, the Group's operating subsidiaries were in Zambia and South Africa. Costs incurred in South Africa are in ZAR.

 

In South Africa revenues are invoiced mainly in US$ and costs are incurred in ZAR. In Zambia, revenues are invoiced in US$ and costs incurred in both ZMW and US$. The functional currency for South Africa is ZAR and for Zambia ZMW, while the Group's reporting currency is US$.

 

Changes in the currency rates must be considered when comparing year-on-year results. During the year, spot and average exchange rates moved as illustrated below:

 

FY2025
FY2024
% change
Spot rates
US$/GBP
0.73
0.79
(7.6)
US$/ZAR
17.75
18.16
(2.2)
US$/ZMW
23.79
24.00
(0.9)
Average rates
US$/GBP
0.77
0.79
(2.5)
US$/ZAR
18.20
18.70
(2.7)
US$/ZMW
26.87
23.48
14.4

 

 

Income statements

The table below sets out the income statements for the continuing operations followed by the income statements for the discontinued operations, reconciling to the Group earnings reported in the statutory Statements of Comprehensive Income.

Figures in United States Dollars (US$)
FY2025
FY2024
% change
Continuing operations
Revenue
15 175 686
18 487 721
(17.9)
Cost of sales
(15 501 336)
(11 398 468)
36.0
Gross (loss)/profit
(325 650)
7 089 253
(104.6)
Operating expenses*
(25 266 883)
(9 540 738)
164.8
Operating loss
(25 592 533)
(2 451 485)
944.0
Investment revenue
842 622
1 161 635
(27.5)
Fair value adjustments
652 398
3 639 604
(82.1)
Finance costs
(4 414 135)
(1 810 989)
143.7
(Loss)/profit before taxation
(28 511 648)
538 765
(5 392.0)
Taxation
3 280 002
744 260
340.7
(Loss)/profit from continuing operations
(25 231 646)
1 283 025
2 066.6
(Loss)/earnings per share - continuing operations (US$ cents)
(0.85)
0.03
(2 956.0)
(Loss)/earnings per share - continuing operations (pence)
(0.66)
0.02
(2 977.4)
Discontinued operations
Revenue
264 742 331
186 916 458
41.6
Cost of sales
(232 212 306)
(158 026 645)
46.9
Gross profit
32 530 025
28 889 813
12.6
Operating expenses
(14 988 155)
(14 652 962)
2.3
Operating profit
17 541 870
14 236 851
23.2
Investment revenue
171 012
888 841
(80.8)
Fair value adjustment
(12 296 749)
-
100.0
Finance costs
(6 780 483)
(7 022 096)
(3.4)
(Loss)/profit before taxation
(1 364 350)
8 103 596
(116.8)
Taxation
(3 164 421)
(2 998 717)
5.5
(Loss)/profit from discontinued operations
(4 528 771)
5 104 879
(188.7)
(Loss)/profit for the year - Group
(29 760 417)
6 387 904
(565.9)
(Loss)/profit for the year attributable to owners of the parent:
(Loss)/profit from continuing operations
(25 793 392)
850 019
(3 134.4)
(Loss)/profit from discontinued operations
(4 528 771)
5 104 879
52.2
(30 322 163)
5 954 898
(609.2)
(Loss)/earnings per share - discontinued operations (US$ cents)
(0.15)
0.18
(183.5)
(Loss)/earnings per share - discontinued operations (pence)
(0.12)
0.14
(184.1)
** refer to the comments below for details of the increased operating expenses driven mainly by once-off adjustments for continuing operations
Continuing operations
Revenue from continuing operationsdecreased by 17.9% as a result of:
· lower copper production during the investment program which was partially offset by the tradability of the Company's non-core waste assets (US$1.4 million included in revenue)
Cost of sales from continuingoperations increased by 36.0% to US$15.5 million (FY2024: US$11.4 million) due mainly to:
· Electricity costsincreased by 51.5% to US$3.0 million (FY2024: US$2.0 million due mainly to increased cost of power supply in Zambia
· Salaries and wagesincreased by 45.5% to US$3.2 million (FY2024: US$2.2 million) due mainly to new employments at Sable and Molefe Mine including increased contractor costs as part of the expansion program
· Processing costsdecreased by 4.4% to US$1.1 million (FY2024: US$1.2 million) due mainly to decreased copper production for the period under review
· ROM and tailings costsincreased by 35.2% to US$8.1 million (FY2024: US$6.0 million)
Operating expenses from continuing operationsincreased by 153.0% to US$25.3 million (FY2024: US$10.0 million) due mainly to:
· an increase in amortisation, depreciation and impairment charges of 700% to US$15.2 million (FY2024: US$1.9 million) due mainly to:
o the completion of the Roan concentrator and the commencement of depreciation thereon amounting to US$4.8 million (FY2024: US$1.1 million)
o impairment of a sales provision in the amount of US$3.1 million made in prior periods relating to the sale of copper bearing material in Zambia. Management is renegotiating the sale of this material at more recent market related copper prices. A new provision will be recognised post the year end once the sale of the material is renegotiated
o a provision for impairment of copper ore prepayments in the amount of US$1.9 million. Management followed a prudent approach an provided for the impairment following a dispute over the grade of certain copper ore material delivered. Should the Company be successful in its dispute the amount so provided will be reversed in a subsequent financial period.
o a provision for impairment of intangible assets relating directly to the Disposal assets in the amount of US$4.7 million
·a share based payment charge of US$1.2 million in relation to options granted (FY2024: US$1.6 million)
Finance costs from continuing operationsincreased by 143.7% due mainly to increased metal trade financing in Zambia to secure ROM ore feedstock
Taxation from continuing operationsincreased by 340.7% due mainly to deferred tax recognised on increased assessed losses from the Zambian operations
Earnings per sharefrom continuing operations decreased to a loss of 0.85 US$ cents or 0.66 pence (FY2024: earnings of 0.03 US$ cents or 0.02 pence)
Discontinued operations
Revenue from discontinued operationsincreased by 41.6% to US$264.7 million (FY2024: US$186.9 million) as a result of:
· Chromerevenue increased by 47.3% to US$221.1 million (FY2024: US$150.2 million) driven by:
o chrome concentrate tonnes sold increasing by 28% to 2 007 348t in FY2024 (FY2024: 1 569 817t)
o chrome price per tonne received decreasing by 14.6% to US$110/t (FY2024: US$96/t)
· PGMrevenue increased by 18.7% to US$43.6 million (FY2024: US$36.7 million) as a result of:
o the PGM basket price received increased by 12.1% to US$1 130/oz (FY2024: US$1 009/oz)
o PGM production and sales for FY2025 increased by 6.0% to 38 579oz (FY2024: 36 411oz)
Cost of sales from discontinued operationsincreased by 46.9% to US$232.2 million (FY2024: US$158.0 million). The increase was primarily driven by:
· Electricity costsincreased by 30.2% in South Africa to US$6.9 million (FY2024: US$5.3 million) due mainly to increased diesel consumption as a result of power outages in South Africa. Increased feed tonnes at the Company's chrome plants also contributed to higher diesel consumption
· Salaries and wagesincreased by 20% to US$14.1 million (FY2024: US$11.8 million) The increase is mainly due to an increase in the resources required for the expanded chrome operations
· Processingcosts increased by 58.5% to US$56.8 million (FY2024: USS$35.8 million), mainly driven by increased maintenance resulting from increased plant capacity
· ROM and tailings costsincreased by 46.8% to US$154.3 million (FY2024: US$105.1 million) mainly due to increased feed tonnes resulting from the expansion of the chrome operations
Operating expenses from discontinued operationsincreased by 2.3%
Fair value adjustment- discontinued operations represent the difference between the carrying value of the Disposal assets and liabilities (US$90.0 million) at year-end and the fair value of the purchase consideration (US$77.7 million), recognised as a fair value adjustment at year-end, in profit or loss (US$12.3 million) in compliance with the requirements of IFRS5. The profit from discontinued operations for the year ended 30 June 2025, before the impairment loss, was US$7.8 million
Finance costsfrom discontinued operations decreased by 3.4%. Funding facilities were fully drawn for both financial periods
Taxationfrom discontinued operations increased by 5.5%. The Disposal Group had no remaining assessed losses to be offset against taxable income for the year under review
Earnings per sharefrom discontinued operations decreased by 183.5% to a loss of 0.15 US$ cents or 0.12 pence (FY2024: 0.18 US$ cents or 0.14 pence). Included in earnings is a fair value adjustment of US$12.3 million relating to the discounted fair value of the purchase consideration of US$90 million.
EBITDA
EBITDA for FY2025 decreased by 16.2% to US$16.7 million (FY2024: US$27.7 million) driven mainly by lower gross profit margins for chrome and copper which resulted from higher cost of production. Copper EBITDA decreased by 172.6 % to a loss of US$5.2 million (FY2024: US$7.1 million). EBITDA from discontinued operations increased by 7.5% to US$26.4 million (FY2024: US$24.6 million).
The table below sets out the contribution of each operating unit to the Group's EBITDA and adjusted EBITDA:
Figures in US$'000
Copper
Corporate
Continuing operations
Chrome
PGM
Discontinued operations
Total
FY2025
(Loss)/profit before taxation*
(18 199)
(10 312)
(28 512)
(3 874)
2 510
(1 364)
(29 876)
Depreciation and amortisation
10 477
-
15 188
15 125
6 044
21 169
36 357
Impairments directly related to the Disposal**
-
4 711
4 711
-
-
-
4 711
Present value adjustment of the Disposal purchase consideration***
-
-
-
12 297
-
12 297
12 297
Impairments - prior year sales provision reversal (once off)****
3 100
-
3 100
-
-
-
3 100
Investment revenue
-
(843)
(843)
(38)
(133)
(171)
(1 014)
Finance costs
2 566
1 848
4 414
1 063
5 717
6 780
11 195
EBITDA FY2025
(5 156)
(4 596)
(9 752)
12 276
14 138
26 415
16 662
Adjusted for items that do not form part of management's performance measures:
- Share based payments
-
1 196
1 196
-
-
-
1 196
- Fair value adjustment
-
(52)
(52)
-
-
-
(52)
Adjusted EBITDA FY2025
(5 156)
(3 452)
(8 608)
8 992
17 422
26 415
17 807
* Profit before tax excludes revenue from two fully executed contracts with customers during the period under review:
o One to the value of US$6.75 million for the sale of10Mt of copper bearing material from the Large Waste Project. Revenue from this contract will be recognised over a period of 18 months from signature date.
o One to the value of US$12.3 million for the sale of waste assets (US$1.4 million already recognised in revenue). Revenue from this contract will largely be recognised in revenue during the current financial period.
**Jubilee has invested cumulatively an amount of US$4.7 million (FY2024: US$5.4 million) to date in Process Enhancement intellectual capital related to the Chrome and PGM Operations. Following the Disposal, the carrying values of these intangibles were tested for impairment. Management prudently provided for an impairment of these intangibles until these assets are fully assessed and evaluated
***  The difference between the carrying value of the Disposal assets and liabilities (US$90.0 million) at year-end and the present value of the purchase consideration (US$77.7 million), was recognised as a present value adjustment in profit or loss (US$12.3 million) in compliance with the requirements of IFRS5
**** An impairment of a sales provision in the amount of US$3.1 million (made in prior periods) relating to the sale of copper bearing material in Zambia. Management is renegotiating the sale of this material at more recent market related copper prices. A new provision will be recognised post the year end once the sale of the material is renegotiated
FY2024
Profit before taxation
4 181
(3 641)
540
14 229
(6 127)
8 102
8 642
Depreciation, amortisation and impairments
1 438
525
1 963
1 630
8 700
10 330
12 293
Investment revenue
-
(1 162)
(1 162)
(125)
(763)
(888)
(2 050)
Finance costs
1 487
324
1 811
2 113
4 909
7 022
8 833
EBITDA FY2024
7 106
(3 954)
3 152
17 847
6 719
24 566
27 718
Adjusted for items that do not form part of management's performance measures:
- Fair value adjustments
-
(4 176)
(4 176)
-
-
-
(4 176)
- Share-based payment expenses
-
1 621
1 621
-
-
-
1 621
Adjusted EBITDA FY2024
7 106
(6 509)
597
17 847
6 719
24 566
25 163


 

Balance sheets

The balance sheets below are presented for the continuing operations with the disposal group assets and liabilities presented as one line item named non-current assets held for sale. The prior period figures have been re-presented to provide a meaningful comparison of the two years' financial position of continuing operations.

Figures in US$'000
FY2025
FY2024
% change
Property, plant and equipment
100 517
80 040
25.6
Intangible assets
84 417
87 791
(3.8)
Other financial assets
19 943
18 398
8.4
Long term inventories
1 635
-
100.0
Deferred tax
7 176
5 589
28.4
Non-current assets held for sale
77 768
80 253
(3.1)
Non-current assets
291 456
272 071
7.1
Other financial assets
-
552
(100.0)
Short term inventories
3 055
6 610
(53.8)
Tax receivable
406
496
(18.1)
Trade and other receivables
34 678
18 687
85.6
Contract assets
-
3 679
(100)
Cash and cash equivalents
4 589
5 693
(19.4)
Current assets
42 728
35 717
19.6
Total assets
334 184
307 788
8.6
Equity
245 835
258 964
(5.1)
Non-current liabilities
11 089
12 854
(13.7)
Other current liabilities
2 841
4 751
(40.2)
Current tax payable
2 635
3 524
(25.2)
Trade payables
20 194
9 974
102.5
Metal trade facilities
33 947
11 054
207.1
Bank facilities
17 643
6 667
164.6
Current liabilities
77 260
35 970
114.8
Equity and liabilities
334 184
307 788
8.6

 

Continuing operations

Property, plant and equipment  increased by 25.6% due mainly to US$15 million invested towards the completion of the Company's copper projects in Ndola and its investment of US$2.5 million towards the Molefe Mining operation during the period under review

Intangible assets decreased by 3.8% due mainly to movements in foreign exchange

Other financial assets - non-current increased by 8.4% due mainly to fair value adjustments of US$0.7 million (FY2024: US$0.1 million) and interest of US$0.9 million (FY2024: US$1.1 million)

Deferred tax - non-current increased by 28.4% to US$7.2 million (FY2024: US$ 5.6 million) due mainly to a reduction in assessed tax losses available for offset against future taxable income

Short term inventories decreased by 53.8% due mainly to decreased copper production during the period under review

Trade and other receivables increased by 85.6% to US$34.7 million (FY2024: US$18.7 million)  due mainly to prepayments of US$7.7 million relating to the Company's Project G and other prepayments for copper ore

Cash and cash equivalents decreased by 19.4% to US$4.6 million. Capital expenditure in Zambia reached US$20.8 million for the period under review (FY2024: US$17.6 million)

Share capital and shares in issue

At year-end, the Group's shares in issue were 3 146 295 996 shares (FY2024: 3 005 659 155) and the weighted average number of shares in issue were 3 034 474 865 shares (FY2024: 2 856 010 000 shares). The Company reported a tangible net asset value of US$5.13 cents per share (FY2024: US$5.07 cents per share)

Trade payables increased by 102.5% due mainly to an increase in accruals of US$6.2 million relating to the upgrade of Roan as well as an increase in prepayments of US$1.5 million in relation to waste and copper tailings sold

Metal trade facilities increased by 207.1% due to increased copper trade facilities.

Bank facilities  increased by 164.6% due to utilisation of the full facility during the period under review to support working capital requirements in Zambia

 

Cash flows

The cash flow statements are presented for continuing operations with the cash balance from discontinued operations removed from the net cash as a separate line item.

 

Figures in US$'000
FY2025
FY2024
% change
Cash flows from operating activities
12 004
17 634
(31.9)
Cash flows from investing activities
(31 811)
(39 875)
(20.2)
Cash flows from financing activities
(8 654)
25 843
(133.5)
Total cash movement for the year
(28 461)
3 602
(890.2)
Cash at the beginning of the year
19 323
15 949
21.2
Effect of exchange rate movement on cash balances
(192)
(227)
(15.6)
Net cash from continuing operations
(9 330)
19 323
(148.3)
Cash flows from discontinued operations
13 919
-
-
Cash at the end of the year
4 589
19 323
(76.3)

 

Net cash generated from operating activities totalled US$12.0 million (FY2024: US$17.7 million), impacted predominantly by increased finance costs and increased sales provisions at the year-end, the cash of which will only be received post the period end. The Group's net debt position increased to US$15.8 million (FY2024: US$11.9 million), funding the Group's working capital requirements in the current financial year. The Group had a cash position at 30 June 2025 of US$4.6 million (FY2024: US$5.7 million) from continuing operations.

 

Capital allocation

The Company invested US$21.1 million (FY2024: US$17.6 million) into its continuing operations for the year under review. This includes the upgrade and expansion of its copper processing facilities and open-pit mining operations in Zambia. The Company invested US$10.7 million (FY2024: US$22.3 million) to expand the discontinued operations during the period under review.

 

US$'000
Copper
Exploration
Continuing operations
Discontinued operations
Total
FY2025
Capital expenditure
20 320
-
20 320
4 488
24 808
Intangible asset expenditure
505
296
801
6 201
7 002
Total
20 825
296
21 121
10 689
31 810
FY2024
Capital expenditure
15 291
-
15 291
13 770
29 061
Intangible asset expenditure
1 783
122
1 905
7 896
9 801
Business combinations
250
-
250
-
250
Other assets
151
-
151
613
764
Total
17 475
122
17 597
22 279
39 876

 

Directorship changes

 

During November 2024 Jonathan Morley-Kirk was appointed Finance Director and Dr Reuel Khoza was appointed as independent non-executive director. In April 2025 Ollie Oliviera retired from the board and was succeeded by Dr Mathews Phosa as Chairperson. In June 2025 Tracey Kerr retired from her position as independent non-executive director.

 

AIM listing

 

The financial information for the year ended 30 June 2025 does not constitute statutory accounts as defined in sections 435(1) and 435(2) of the UK Companies Act 2006 (Companies Act 2006) but has been derived from those accounts. Statutory accounts for the year ended 30 June 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered following the release of the Company's audited annual results for the year ending 30 June 2025. 

 

Audit Opinion

 

The audit report for 30 June 2025 was unqualified, did not include a reference to any matters to which auditors draw attention by way of emphasis of matter, and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. These statutory accounts have been prepared in accordance with UK adopted International Accounting Standards and the Companies Act 2006.

 

Integrated Annual Report

 

The Integrated Annual Report for the year ended 30 June 2025, and the notice of annual general meeting are published on the Company's website at https://jubileemetalsgroup.com/investors/corporate-documents/ today, 17 December 2025. Physical copies of the annual report will be posted to shareholders who have elected to receive them.

 

Notice of Annual General Meeting

 

The Company also hereby gives notice of its 2025 Annual General Meeting (AGM), which will be held at 11 a.m. UK time (1p.m. SA time) on 14 January 2026 at Druces LLP, Sixth Floor, 99 Gresham Street, London, EC2V 7NG, to transact the business as stated in the notice of AGM.

 

Salient Dates

 

Shareholders on the register who are entitled to receive the notice of Annual General Meeting (SA)
5 December 2025
Notice of Annual General Meeting posted to Shareholders
17 December 2025
Last date to trade in order to be eligible to participate in and vote at the AGM (SA)
7 January 2026
Record date for the purposes of determining which Shareholders are entitled to participate in and vote at the AGM (SA)
12 January 2026
Record date for the purposes of determining which Shareholders are entitled to participate in and vote at the AGM (UK)
12 January 2026
Latest time and date for receipt of CREST Proxy Instruction and other uncertificated instructions (UK)
11 a.m. (UK time) 12 January 2026
Latest time and date for receipt of Dematerialised Holding Instruction and other uncertified instructions (SA)
1 p.m. (SA time) 12 January 2026
Annual General Meeting
11 a.m. (UK time) 14 January 2026
Results of the AGM released on RNS and SENS
14 January 2026

 

 

17 December 2025

 

For further information visit www.jubileemetalsgroup.com, follow Jubilee on X (@Jubilee_Metals) or contact:

 

Jubilee Metals Group PLC 

Leon Coetzer (CEO)/Jonathan Morley-Kirk (FD)

Tel: +27 (0) 11 465 1913 / Tel: +44 (0) 7797 775546

 

Nominated Adviser - SPARK Advisory Partners Limited 

Andrew Emmott/James Keeshan 

Tel: +44 (0) 20 3368 3555 

 

PR & IR Adviser - Tavistock 

Jos Simson/Gareth Tredway

Tel: +44 (0) 207 920 3150 

 

Joint Broker - Zeus Capital

Harry Ansell/Katy Mitchell  

Tel: +44 (0) 20 7220 1670/+44 (0) 113 394 6618 

 

Joint Broker - Shard Capital Partners LLP

Erik Woolgar/Gareth Burchell

Tel +44 (0) 207 1869900 

 

JSE Sponsor - Questco Corporate Advisory Proprietary Limited 

Alison McLaren

Tel: +27 63 482 3802

 

 

 

 

Group statements of financial position at 30 June 2025

 

Figures in United States Dollars (US$)
Note
2025
2024
Assets
Non-current assets
Property, plant and equipment
100 517 232
114 520 955
Intangible assets
84 417 191
106 652 664
Other financial assets
19 943 292
19 102 411
Inventories
1 634 915
17 015 084
Deferred tax
7 176 223
6 013 455
Total non-current assets
213 688 853
263 304 569
Current assets
Derivative financial instruments
-
552 109
Inventories
3 054 794
32 329 465
Tax assets
406 449
1 133 583
Trade and other receivables
34 678 097
64 305 137
Contract assets
-
33 013 201
Cash and cash equivalents
4 588 767
19 322 996
Total current assets
42 728 107
150 656 491
Disposal Group assets held for sale
4
155 255 633
-
Total assets
411 672 593
413 961 060
Equity and liabilities
Equity attributable to equity holders of the parent
Share capital and share premium
5
272 665 708
264 953 093
Reserves
(42 176 913)
(50 850 393)
Accumulated profit/(loss)
10 180 020
40 365 168
Total equity attributable to equity holders of the parent
240 668 815
254 467 868
Non-controlling interest
5 166 338
4 495 849
Total equity
245 835 153
258 963 717
Liabilities
Non-current liabilities
Deferred tax liability
9 473 900
18 208 504
Provisions
1 615 283
932 978
Total non-current liabilities
11 089 183
21 661 750
Current liabilities
Other financial liabilities
2 050 000
4 751 055
Trade and other payables
20 193 793
74 791 056
Metal trade facilities
33 946 964
14 500 000
Contract Liabilities
-
25 761 787
Banking facilities
10
17 643 449
23 311 917
Current tax liabilities
2 635 438
4 057 888
Lease liabilities
791 072
661 890
Total current liabilities
77 260 716
133 335 593
Disposal Group liabilities held for sale
4
77 487 541
-
Total liabilities
165 837 440
154 997 343
Total equity and liabilities
411 672 593
413 961 060


 

 

 

 

Group statements of comprehensive income for the year ended 30 June 2025

 

Figures in United States Dollars (US$)
Note
2025
2024
Continuing operations
Revenue
15 175 686
18 487 721
Cost of sales
(15 501 336)
(11 398 468)
Gross profit
(325 650)
7 089 253
Operating expenses
(25 266 883)
(9 540 738)
Operating loss
(25 592 533)
(2 451 485)
Investment revenue
842 622
1 161 635
Fair value adjustments
652 398
3 639 604
Finance costs
(4 414 135)
(1 810 989)
(Loss)/profit before taxation
(28 511 648)
538 765
Taxation
3 280 002
744 260
(Loss)/profit for the year from continuing operations
(25 231 646)
1 283 025
Discontinued operations
(Loss)/Profit from discontinued operations
4
(4 528 771)
5 104 879
(Loss)/profit for the year
(29 760 417)
6 387 904
(Loss)/earnings for the year attributable to:
Owners of the Parent
(30 322 163)
5 954 898
Non-controlling interest
561 746
433 006
(Loss)/profit for the year
(29 760 417)
6 387 904
Basic (loss)/earnings per share (US$ cents) - continuing operations
2
(0.85)
0.03
Basic (loss)/earnings per share (US$ cents) - discontinued operations
(0.15)
0.18
Basic (loss)/earnings per share (US$ cents)
(1.00)
0.21
Diluted earnings per share (US$ cents) - continuing operations
2
(0.85)
0.03
Diluted earnings per share (US$ cents) - discontinued operations
2
(0.15)
0.17
Diluted basic (loss)/earnings per share (US$ cents)
(1.00)
0.20
Reconciliation of other comprehensive income:
Loss for the year
(29 760 417)
6 387 904
Other comprehensive income:
Exchange differences on translation foreign operations - continuing operations
8 595 289
(26 485 489)
Total comprehensive loss
(21 165 128)
(20 097 585)
Total comprehensive loss attributable to:
Owners of the Parent
(21 835 617)
(20 457 177)
Non-controlling interest
670 489
359 592
Total comprehensive loss
(21 165 128)
(20 097 585)


Group statements of changes in equity for the year ended 30 June 2025

 

Figures in United States Dollars (US$)
Share capital and share premium
Foreign currency translation reserve
Merger reserve
Share-based payment reserve
Total reserves
Retained income
Total attributable to equity holders of the Group/ Company
Non- controlling interest
Total equity
Balance at 1 July 2023
246 783 193
(67 982 770)
36 826 515
5 097 826
(26 058 429)
34 410 270
255 135 034
4 045 695
259 180 729
Changes in equity
Profit for the year
-
-
-
-
-
5 954 898
5 954 898
433 006
6 387 904
Other comprehensive loss
-
(26 412 074)
-
-
(26 412 074)
-
(26 412 074)
(73 414)
(26 485 488)
Total comprehensive (loss)/profit
-
(26 412 074)
-
-
(26 412 074)
5 954 898
(20 457 176)
359 592
(20 097 584)
Issue of share capital net of costs
17 703 892
-
-
-
-
-
17 703 892
-
17 703 892
Share warrants exercised
63 585
-
-
(63 585)
(63 585)
-
-
-
-
Share warrants issued
402 423
-
-
465 041
465 041
-
867 464
-
867 464
Share options exercised
-
-
-
(402 423)
(402 423)
-
(402 423)
-
(402 423)
Share options issued
-
-
-
1 621 077
1 621 077
-
1 621 077
-
1 621 077
Business combination
-
-
-
-
-
-
-
90 562
90 562
Total changes
18 169 900
(26 412 074)
-
1 620 110
(24 791 964)
5 954 898
(667 166)
450 154
(217 012)
Balance at 30 June 2024
264 953 093
(94 394 844)
36 826 515
6 717 936
(50 850 393)
40 365 168
254 467 868
4 495 849
258 963 717
Changes in equity
Loss for the year
-
-
-
-
-
(30 322 163)
(30 322 163)
561 746
(29 760 417)
Other comprehensive income
-
8 486 546
-
-
8 486 546
-
8 486 546
108 743
8 595 289
Total comprehensive profit/(loss)
-
8 486 546
-
-
8 486 546
(30 322 163)
(21 835 617)
670 489
(21 165 128)
Issue of share capital net of costs
6 770 269
-
-
-
-
-
6 770 269
-
6 770 269
Share warrants exercised
384 300
-
-
(111 338)
(111 338)
-
272 962
-
272 962
Share options issued
-
-
-
1 193 188
1 193 188
-
1 193 188
-
1 193 188
Share options exercised/lapsed
558 046
-
-
(523 783)
(523 783)
-
34 263
-
34 263
Share options settled
-
-
-
(234 118)
(234 118)
-
(234 118)
-
(234 118)
Share options cancelled
-
-
-
(137 015)
(137 015)
137 015
-
-
-
Total changes
7 712 615
8 486 546
-
186 934
8 673 480
(30 185 148)
(13 799 053)
670 489
(13 128 564)
Balance at 30 June 2025
272 665 708
(85 908 298)
36 826 515
6 904 870
(42 176 913)
10 180 020
240 668 815
5 166 338
245 835 153
Note
5


  

Group statements of cash flows for the year ended 30 June 2025

 

Figures in United States Dollars (US$)
Note
2025
2024
Cash flows from operating activities
Cash generated from operations
8
25 642 783
27 456 942
Interest income-continuing operations
842 622
1 161 635
Interest income-discontinued operations
171 012
888 841
Finance costs-continuing operations
(4 414 135)
(1 810 989)
Finance costs-discontinued operations
(6 780 483)
(7 022 096)
Taxation paid
(3 457 959)
(3 040 154)
Net cash from operating activities
12 003 840
17 634 179
Cash flows from investing activities
Purchase of property, plant and equipment
(24 808 697)
(29 060 724)
Purchase of intangible assets
(7 001 875)
(9 801 272)
Increase in other financial assets
-
(763 702)
Business combination
-
(250 000)
Net cash from investing activities
(31 810 572)
(39 875 698)
Cash flows from financing activities
Net proceeds on share issues
307 226
16 213 497
(Repayment of)/proceeds from revolving credit facilities
(5 668 467)
5 369 179
(Decrease)/increase in other financial liabilities
(2 701 055)
4 751 055
Lease payments
(592 010)
(490 541)
Net cash from financing activities
(8 654 306)
25 843 190
Total cash movement for the year
(28 461 038)
3 601 671
Total cash at the beginning of the year
19 322 996
15 948 657
Effect of exchange rate movement on cash balances
(191 848)
(227 332)
Total cash and cash equivalents of the Disposal Group
13 918 658
-
Total cash at the end of the year
4 588 767
19 322 996

 

Notes to the Group annual financial statements for the year ended 30 June 2025

 

1.   Statement of accounting policies

 

Jubilee Metals Group PLC is a public Company listed on AIM of the LSE and AltX of the JSE, incorporated and existing under the laws of England and Wales, having its registered office at 1st Floor, 7/8 Kendrick Mews, London, SW7 3HG, United Kingdom. The Group and Company results for the year ended 30 June 2025 have been prepared in accordance with UK-adopted international accounting standards and the Companies Act 2006. The financial statements are presented in United States Dollars.

 

 

2.   Earnings per share

 

Basic earnings per share is calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Per share information for the period under review

Metric
June 2025
June 2024
Number of shares in issue at year-end
'000
3 146 296
3 005 659
Weighted average number of shares
'000
3 034 475
2 856 010
Diluted weighted average number of shares
'000
3 078 379
2 927 068
Tangible net asset value
US$'000
161 418
152 311
Tangible net asset value per share
US$ cents
5.10
5.07
Earnings attributable to ordinary equity holders of the Parent
US$'000
(30 322)
5 955
Basic earnings per share
US$ cents
(1.00)
0.21
EBITDA
US$'000
16 662
27 718
Adjusted EBITDA
US$'000
17 806
25 163
Diluted basic earnings per share
US$ cents
(1.00)
0.20

 

 

3.    Dividend per share

 

No dividends were declared during the current reporting period to shareholders (FY2024: Nil).

 

                                                                                                                                                             

4.   Non-current assets held for sale and discontinued operations

 

On 7 August 2025, the Company executed a sale and purchase agreement (SPA), in terms of which One Chrome acquired the Company's Chrome and PGM Operations. In view of the size of the Disposal Group relative to the size of the Company, the Disposal constitutes a fundamental change of business for the Company in accordance with AIM Rule 15. This requires that the Disposal be approved by Jubilee shareholders. Following approval of the Disposal by Jubilee shareholders at a General Meeting held on 28 August 2025, the Company will not become a cash shell and will not be required to complete an acquisition which constitutes a reverse takeover under the AIM Rules.

The Board believes that the Disposal represents a compelling opportunity for the Company to realise value from its Chrome and PGM Operations and to redirect such realised value into the Company's Zambian copper business. The Company has not received any formal competing bids for its Chrome and PGM Operations and transactions of this nature within the chrome and PGM industry for the acquisition of processing assets in the absence of a large underlying resources, are extremely limited with no material transactions recorded over the past five years. Zambia presents a highly attractive platform for growth underpinned by strong copper market dynamics, expanding resource potential and meaningful economic upside.

The Company expects the Disposal to be completed by the end of calendar year 2025, subject to satisfaction of the suspensive conditions to the SPA. On Friday 14 November 2025 the Company received unconditional approval for the Disposal from the South African Competition Tribunal. If all of the suspensive conditions to the SPA are not satisfied or waived by 31 December 2025 then the SPA may be terminated by either party to the SPA.

The results from the discontinued operations are reported in accordance with IFRS5: Non-current Assets Held for Sale and Discontinued Operations. At 30 June 2025, the Disposal met all the criteria for the assets and liabilities of the Disposal Group to be classified as held for sale. The assets and liabilities were measured at the lower of its carrying amount and its fair value less costs to sell at the date of classification.

The results from the discontinued operations are presented as follows:

Figures in United States Dollars (US$)
2025
2024
The revenue and expenses of the Disposal Group are set out below:
Revenue
264 742 331
186 916 458
Cost of sales
(232 212 306)
(158 026 645)
Gross profit
32 530 025
28 889 813
Operating expenses
(14 988 155)
(14 652 962)
Operating profit from trading activities
17 541 870
14 236 851
Investment revenue
171 012
888 841
Finance costs
(6 780 483)
(7 022 096)
Profit before taxation and fair value adjustment*
10 932 399
8 103 596
Taxation
(3 164 421)
(2 998 716)
Profit before fair value adjustment
7 767 978
5 104 879
Fair value adjustment - Disposal consideration**
(12 296 749)
-
Loss for the year from discontinued operations
(4 528 771)
5 104 879
* Reconciliation of profit before taxation
Profit before taxation and fair value adjustment
10 932 399
8 103 596
Fair value adjustment - Disposal consideration
(12 296 749)
-
(Loss)/profit before taxation - discontinued operations
(1 364 350)
8 103 596
** Fair value adjustment - Disposal consideration
In valuing the fair value of the purchase consideration, management considered the deferred elements of the consideration and applied a discount rate of 7.32% based on the entity's incremental borrowing rate or a rate reflecting the risk profile of the buyer and the nature of the receivable.
In determining the discounted purchase consideration, management assumed chrome production at the average of the annual guidance of between of 1.75Mt. For PGM the average annual guidance for FY2026 was 38 000oz.
At the year-end, the fair value of the cash portion of the purchase consideration (US$25 million) and the deferred payments (US$65 million) were discounted to a present value of US$79.0 million. The present value (US$79.0 million) less the costs to sell of US$1.3 million resulted in a fair value of US$77.7 million for the Disposal Group at year-end.
The difference between the carrying value of the Disposal assets and liabilities (US$90.0 million) at year-end and the fair value of the purchase consideration (US$77.7 million), was recognised as a fair value adjustment in profit or loss (US$12.3 million) in compliance with the requirements of IFRS5. The fair value adjustment so recognised is included in the net loss from discontinued operations of US$4.5 million included in the statement of comprehensive income for the year ended 30 June 2025. The profit from the discontinued operations for the year ended 30 June 2025, before the fair value adjustment, is US$7.8 million.
The assets and liabilities classified as held for sale at 30 June 2025 are set out below. The assets and liabilities classified as held for sale are not re-presented for the prior financial year.
Figures in United States Dollars (US$) 2025
Assets
Property, plant and equipment
33 088 631
Intangible assets
22 310 982
Other financial assets
720 893
Deferred tax
571 557
Non-current assets
56 692 063
Inventories
43 556 137
Other financial assets
454 083
Current taxation asset
1 305 636
Trade and other receivables
40 770 906
Contract assets
23 439 030
Cash and cash equivalents
1 334 527
Current assets
110 860 319
Subtotal
167 552 382
Fair value adjustment - assets and liabilities held for sale
(12 296 749)
Total assets held for sale
155 255 633
Liabilities
Lease liabilities
2 578 701
Deferred tax
7 347 725
Non-current liabilities
9 926 426
Trade and other payables
52 253 192
Lease liabilities
54 739
Banking facilities
15 253 184
Current liabilities
67 561 115
Total liabilities held for sale
77 487 541
Assessment of the carrying value of assets held for sale at 30 June 2025. The table below sets out the calculation of the fair value adjustment required in compliance with IFRS5:
Cash proceeds
25 000 000
Fair value of deferred consideration
54 049 809
Present value of purchase consideration
79 049 809
- Costs to sell
(1 281 716)
Fair value of the purchase consideration
77 768 093
Carrying amount of net assets sold
90 064 842
Fair value adjustment
(12 296 749)
Profit from discontinued operations for the year ended 30 June 2025
7 767 978
Net loss reported on discontinued operations
(4 528 772)
Figures in United States Dollars (US$)
2025
2024
The cash flows from discontinued operations are set out below:
Cash from operating activities
1 352 962
15 508 884
Cash from investing activities
(10 751 825)
(34 748 554)
Cash from financing activities
(1 505 511)
3 189 084
Net cash flows from discontinued operations
(10 904 374)
(16 050 587)
Opening cash balance from discontinued operations
(3 014 283)
(13 036 304)
Closing cash balance from discontinued operations
(13 918 657)
(3 014 282)


 

5.   Share capital

 

 

Figures in United States Dollars (US$)
2025
2024
Authorised
The share capital of the Company is divided into an unlimited number of ordinary shares of £0.01 each.
Issued share capital fully paid
Ordinary share capital
44 110 680
42 272 464
Share premium
228 555 028
222 680 629
Total issued capital
272 665 708
264 953 093

                                                                           

The Company issued the following ordinary shares during the period:

 

Date issued
Number of shares
Issue price (pence)
Purpose
Opening balance at 1 July 2024
3 005 659 155
19 November 2024
4 750 000
4.00
Warrants
19 November 2024
750 000
3.40
Warrants
16 December 2024
2 706 667
1.00
Warrants
12 February 2025
51 774 429
4.20
Debt
28 May 2025
5 956 950
3.36
Debt
11 June 2025
74 698 795
4.15
Debt
Closing balance at 30 June 2025
3 146 295 996


 

The Company did not issue any new shares post the period under review. During the year, new share transaction costs accounted for as a deduction from the share premium account amounted to US$Nil (FY2024: US$0.94 million). The Company recognised a share-based payment expense in the share premium account in an amount of US$Nil million (FY2024: US$0.28 million) in accordance with section 610(2) of the United Kingdom Companies Act 2006.

6.   Warrants

 

At year-end and at the last practicable date the Company had the following warrants outstanding:

 

Date issued
Warrant holder
Purpose
Number of warrants
Issue price (pence)
Expiry date
Share price
at issue
date (pence)
21 January 2021
Pershing nominees
Placing fees
4 036 431
13.00
21 Jan 2026
13.20
7 December 2023
Tennant Metals Group
PGM and chrome trade funding fees
22 279 492
7.14
7 Dec 2025
5.20
Total warrants in issue
26 315 923


 

 

7.   Share-based payments

 

Reconciliation of the number of options in issue:

Figures in United States Dollars (US$)
2025
2024
Options in issue at the beginning of the year
117 680 000
69 650 000
Exercised during the year
(6 873 335)
(13 000 000)
Issued during the year
-
61 030 000
Expired/cancelled during the year
(14 123 333)
-
Options in issue at the end of the year
96 683 332
117 680 000

                   

8.   Cash generated from operations

 

Figures in United States Dollars (US$)
2025
2024
(Loss)/profit before taxation - continued operations
(28 511 648)
538 765
Profit before taxation - discontinued operations
(1 364 350)
8 103 596
(Loss)/profit before tax
(29 875 998)
8 642 361
Adjustments for:
Depreciation, amortisation and impairments - continuing operations
15 187 757
1 962 958
Depreciation, amortisation and impairments - discontinued operations
8 872 667
10 330 138
Loss on sale of fixed assets
1 917
1 839
Interest received -continuing operations
(842 622)
(1 161 635)
Interest received - discontinued operations
(171 012)
(888 841)
Finance costs - continuing operations
4 414 135
1 810 989
Finance costs - discontinued operations
6 780 483
7 022 096
Fair value adjustments - continuing operations
(51 878)
(3 639 604)
Fair value adjustment - discontinued operations
12 296 749
-
Effect of exchange differences on translation
(2 152 660)
(970 153)
Share-based payments
959 338
2 083 646
Other movements - continuing operations
682 305
(790 481)
Changes in working capital:
Inventories
2 188 435
12 912 646
Trade and other receivables
(1 587 628)
(34 899 139)
Trade and other payables
8 940 795
25 040 123
Cash used in operations
25 642 783
27 456 943

                                                                                                    

9.        Liabilities from financing activities and net debt

 

Net debt

Figures in United States Dollars (US$)
2025
2024
Net debt comprises the following:
Revolving and general banking facilities
(17 643 449)
(23 311 917)
Borrowings
(2 050 000)
(4 751 055)
Lease liabilities
(791 075)
(3 182 158)
Total debt
(20 484 524)
(31 245 130)
Cash and cash equivalents
4 588 767
19 322 996
Net debt
(15 895 757)
(11 922 134)
Debt interest rate profile
Debt at fixed interest rates
(2 050 000)
(4 751 055)
Debt at variable interest rates
(18 434 524)
(7 171 080)
Net debt
(20 484 524)
(31 245 130)

Liabilities from financing activities

Borrowings
Leases
Sub-total
Banking facilities
Total
Debt as at 1 July 2023
-
(30 570)
(30 570)
(17 942 739)
(17 973 309)
Cash flows
- New funding
(4 728 121)
-
(4 728 121)
(5 066 107)
(9 794 228)
- Repayment (capital)
-
634 175
634 175
-
634 175
- Repayment (interest)
77 615
391 759
469 374
1 960 616
2 429 990
New leases
-
(3 642 129)
(3 642 129)
-
(3 642 129)
Realised foreign exchange differences
(100 549)
(133 048)
(233 597)
(1 797 925)
(2 031 522)
Other movements
-
(402 345)
(402 345)
(465 762)
(868 107)
Debt as at 30 June 2024
(4 751 055)
(3 182 158)
(7 933 213)
(23 311 917)
(31 245 130)
Cash flows
- New funding
(800 000)
-
(800 000)
(8 407 435)
(9 207 435)
- Repayment (capital)
3 686 800
510 380
4 197 180
1 126 862
5 324 042
- Repayment (interest)
-
81 630
81 630
1 114 470
1 196 100
New leases
-
(834 365)
(834 365)
-
(834 365)
Realised foreign exchange differences
(185 745)
318 376
132 631
(3 418 613)
(3 285 983)
Classified as held for sale
-
2 315 064
2 315 064
15 253 184
17 568 246
Debt as at 30 June 2025
(2 050 000)
(791 073)
(2 841 073)
(17 643 449)
(20 484 525)

 

10.       Banking Facilities

 

Figures in United States Dollars (US$)
2025
2024
Revolving credit facilities - Absa Bank Limited
7 505 238
21 650 754
At the period-end, Jubilee had a revolving credit facility with Absa Bank (Mauritius) Limited in the amount of US$7.5 million. The RCF is secured by a Parent corporate guarantee, with no pledge and subordination from Jubilee, including all shareholder loan claims and related rights. The RCF is available until 31 December 2025 when it will be reviewed and renewed. The RCF bears interest at the daily compounded JIBAR plus a margin of 2.3%. The facility is used to fund working capital requirements for Jubilee's Zambian copper operations. The facility was fully drawn at year-end. Interest in an amount of US$0.5 million (FY2024: US$0.39 million) was charged to profit or loss for the period under review.
Figures in United States Dollars (US$)
2025
2024
General banking facility - FirstRand Bank Limited
10 138 211
1 661 163


Jubilee, through its wholly owned subsidiary, Jubilee Treasury Management Services, has a general banking facility agreement (GBF) with FirstRand Bank Limited as follows:

·  A reducing balance demand overdraft facility of US$11 million subject to terms and conditions normal for this type of facility. At the date of this report the facility had a balance of approximately US$5 million. It will be fully settled by 31 December 2025.

The GBF is used to provide general banking treasury services to the Group companies to simplify banking relationships and to consolidate facilities. Interest of US$1 million (FY2024: US$8 902) on the demand overdraft facility was recognised in profit or loss for the period under review. The total GBF is subject to a guarantee in favour of FirstRand Bank Limited by Jubilee. Interest is payable at FirstRand Bank Limited's prime overdraft rate minus 45 basis points.

Figures in United States Dollars (US$)
2025
2024
Total banking facilities
17 643 449
23 311 917

 

Financial covenants

The financial covenants listed below are in place for the following facilities:

·      RMB facility: The net debt to EBITDA ratio must be below 3 (where net debt is total outstanding unsubordinated interest bearing borrowings)

·      Absa RCF Mauritius facility: The EBITDA to interest cover ratio must exceed 4

·      Absa RCF Mauritius facility: The net debt to EBITDA ratio must be below 2.25 (where net debt is total outstanding unsubordinated interest bearing borrowings)

 

11.      Business segments

 

Segment information is presented as follows:

·      Copper and cobalt - the processing of copper- and cobalt-containing materials

·      PGM and chrome - the processing of PGM- and chrome-containing materials

·      Other - exploration and corporate overheads.

The Group's operations span over five countries: South Africa, Australia, Mauritius, Zambia and the United Kingdom. There is no difference between the accounting policies applied in the segment reporting and those applied in the Group financial statements. Madagascar does not meet the qualitative threshold under IFRS 8, consequently no separate reporting is provided.

 

Figures in United States Dollars (US$)
Copper and cobalt
Other
Total Continuing Operations
PGM and chrome (Discontinued operations)
Total
2025
Total assets
166 144 481
90 302 480
256 416 961
155 255 633
411 672 594
Total liabilities
(68 685 014)
(19 664 887)
(88 349 901)
(77 487 541)
(165 837 442)
Revenue
15 175 686
-
15 175 686
264 742 331
279 918 017
Gross profit
(325 650)
-
(325 650)
32 530 025
32 204 375
Depreciation and amortisation
(10 476 835)
(4 710 921)
(15 187 756)
(8 872 667)
(24 060 423)
Operating expenses
(4 830 661)
(4 596 068)
(9 426 729)
(6 115 488)
(15 542 217)
Operating (loss)/profit
(15 633 146)
(9 306 989)
(24 940 135)
17 541 870
(7 398 265)
Investment revenue
-
842 622
842 622
171 012
1 013 634
Fair value adjustments
-
-
-
(12 296 749)
(12 296 749)
Net finance costs
(2 566 005)
(1 848 130)
(4 414 135)
(6 780 483)
(11 194 618)
Loss before taxation
(18 199 151)
(10 312 497)
(28 511 648)
(1 364 350)
(29 875 998)
Taxation
2 461 473
818 529
3 280 002
(3 164 421)
115 581
Loss after taxation
(15 737 678)
(9 493 968)
(25 231 646)
(4 528 771)
(29 760 417)

 

Figures in United States Dollars (US$)
Copper and cobalt
PGM and chrome
Other
Total
2024
Total assets
122 695 645
216 922 207
74 343 208
413 961 060
Total liabilities
33 975 735
106 043 041
14 978 567
154 997 343
Revenue
18 487 721
186 916 457
-
205 404 178
Gross (loss)/profit
(1 438 159)
28 889 813
-
35 979 067
Depreciation and amortisation
(7 089 254)
(10 330 130)
(524 807)
(12 293 096)
Operating expenses
(3 532 516)
(4 323 888)
(4 044 202)
(11 900 606)
Operating profit/loss)
2 118 579
14 235 795
(4 569 009)
11 785 365
Investment revenue
-
888 842
1 161 634
2 050 476
Fair value adjustments
3 549 567
-
90 037
3 639 604
Net finance costs
(1 486 893)
(7 022 097)
(324 095)
(8 833 085)
Profit/loss) before taxation
4 181 253
8 102 540
(3 641 433)
8 642 360
Taxation
887 030
(2 998 716)
(142 770)
(2 254 456)
Profit/(loss) after taxation
5 068 283
5 103 824
(3 784 203)
6 387 904

 

 

12.  Contingencies and commitments

 

The Group had the following Parent guarantees in place at the period-end:

·  US$16.9 million in favour of Tennant Metals Corporation for copper metal trade financing facilities

·  US$7.5 million in favour of Absa Bank for revolving credit facilities (note 10).

At the end of the period, the Group had capital commitments in relation to projects amounting to US$0.2 million (FY2024: US$8.1 million). Other than disclosed in this report and more specifically this note, there are no material contingent assets or liabilities as at 30 June 2025.

 

13.  Going concern

 

The Directors have performed an assessment of whether the Group would be able to continue as a going concern covering the period to 30 June 2027. Their assessment is based on the assumption that the Disposal will be Completed by 31 December 2025.

In their assessment, the Group's financial position, expected future performance of its operations, its debt facilities and debt service requirements, its working capital requirements, capital expenditure commitments and projections were considered. The receipt of the purchase consideration for the Disposal was included in the projections.

There are certain material judgments that the Directors have made in their assessment of going concern. These include: 

·      Successful conclusion of funding initiatives to secure the required funding for the Group's projects in Zambia; and

·      Successful renewal of the Group's banking facilities. At the year-end the Group had banking facilities of US$17.6 million (H1 FY2025: US$34.5 million) that mature by 31 December 2025 (refer note 10). Management is engaging with lenders to restructure the existing debt portfolio over the next 12 months to improve financial flexibility, reduce refinancing risk and eliminate funding maturity mismatches.

The Group will realise a substantial reduction in bank and metal trade facilities of c. US$58.6 million as part of the Disposal. Management is furthermore actively pursuing funding solutions to support its Zambian strategy and key mining projects in a non-dilutive manner. These initiatives are intended to create a more sustainable capital structure aligned with the Group's medium-term operational and growth objectives.

In the opinion of the Directors, the Group will be in a position to continue to meet its obligations as and when they fall due for the period to30 June 2027.

 

14.  Events after the reporting period

 

 

14.1                              Disposal of South African Chrome and PGM operations

 

On 12 June 2025, the Company received a binding offer from One Chrome for the sale of its South African Chrome and PGM Operations. On this date, the assets and liabilities of the Disposal Group were classified as held for sale.

At the year-end, the cash portion of the purchase consideration (US25 million) and the deferred payments (US$65 million) were discounted to a present value of US$79.0 million. The present value (US$79.0 million) less the costs to sell of US$1.3 million results in a fair value of US$77.7 million for the Disposal Group at year-end.

The difference between the carrying value of the Disposal assets and liabilities (US$90.0 million) at year-end and the fair value of the purchase consideration (US$77.7 million), was recognised as a fair value adjustment in profit or loss (US$12.3 million). The loss so recognised is included in the net loss from discontinued operations of US$4.5 million. The profit from the discontinued operations for the year ended 30 June 2025, before the impairment loss, was US$7.8 million.

On 7 August 2025, the Company executed a sale and purchase agreement (SPA), in terms of which One Chrome acquired the Company's Chrome and PGM Operations for a purchase consideration of up to US$90 million. Following the approval of the Disposal by Jubilee shareholders at a General Meeting held on 28 August 2025, the Company will not become a cash shell and will not be required to complete an acquisition which constitutes a reverse takeover under the AIM Rules.

The Company expects the Disposal to be completed by the end of the calendar year 2025, subject to satisfaction of the suspensive conditions to the SPA. On Friday 14 November 2025 the Company received unconditional approval for the Disposal from the South African Competition Tribunal.

Post the year-end, the difference between the purchase consideration (US$90 million) and its discounted fair value (US$79.0) equalling US$11.0 million represents an unwinding of discount, which will be recognised as finance income over the period of the deferred purchase consideration, once the Disposal is competed.  

 

Refer to note 4 for details of the Disposal accounting and disclosures.

 

14.2                              Windsor SA (Pty) Ltd sale of business

 

The Company is disposing of certain assets and liabilities (as part of the Disposal) owned by Windsor SA (Pty) Ltd and directly related to the South African Chrome and PGM Operations. One of the suspensive conditions to the SPA is the entering into a sale of business agreement (SOB) between Windsor SA (Pty) Ltd and the Disposal Group.

A provision for income tax of approximately US$0.4 million will be recognised in profit of loss when the Disposal is completed. The income tax charge relates to certain adjustments required in relation to the sale of certain items of property, plant and equipment where the tax values were lower than the realised book values.

 

14.3                              Agreement executed to resolve all claims and liabilities regarding Ndola and Kabwe operations             and confirming future transfer of property and mineral processing rights to Sable Zinc Kabwe       Limited

 

On 29 August 2025, the Company entered into an agreement with Shamrock Mining Limited (SML) and Mulberry Development Limited (MDL) whereby the Company agreed to pay an amount of US$4.5 million to resolve existing claims and liabilities regarding the Ndola and Kabwe operations. The amount is payable in tranches with the last tranche payable in January 2026.

The agreement grants Sables perpetual rights to discharge waste into a tailings dam owned by MDL, subject to the terms of a Licence Agreement between the parties. Upon receipt of the first instalment of US$1.5 million, SML and MDL shall sign all necessary documents to facilitate transfer of title of the property on which the Company's Roan plant is situated.

MDL will also provide written consents and execute all documents necessary for Sable to obtain its mineral processing licence for the property. Sable will upon signature of the deed of settlement recognise a financial liability for the US$4.5 million. The property and the mineral processing licence will be recognised as assets once legal title transfers to Sable. The transaction represents an asset acquisition under IFRS3: Business combinations and asset acquisitions.

The agreement removes historic exposure and ensures orderly transfer of operational assets for Sable.

 

14.4                              Molefe Mine co-operation and project development agreement

 

On 28 November 2025 Jubilee executed a co-operation and project development agreement with Galileo Resources plc (Galileo) (Agreement). The Agreement offers Galileo the right to earn-in up to a 23.75% interest in the Company's Molefe Mine holding company, through the funding of a resource definition and exploration program for a minimum investment of US$700 000. Galileo must complete the agreed scope of work within eight months of the date of the Agreement to acquire the Sale Shares from Jubilee. Jubilee retains a 71.25% interest on completion of Galileo's earn-in with the remaining 5% held by a local Zambian firm.

 

Annexure A

 

Headline Earnings

 

Headline earnings per share accounting policy

Headline earnings per share (HEPS) is calculated using the weighted average number of shares in issue during the period under review and is based on earnings attributable to ordinary shareholders, after excluding those items as required by circular 1/2023 issued by the South African Institute of Chartered Accountants (SAICA). In compliance with paragraph 18.19(c) of the JSE Listings Requirements the table below represents the Group's headline earnings and a reconciliation of the Group's earnings reported and headline earnings used in the calculation of headline earnings per share.

Reconciliation of headline earnings per share

 

Figures in United States Dollars (US$)
2025
2024
Gross
Net
Gross
Net
(Loss)/earnings from continuing operations for the period attributable to ordinary shareholders
(25 793 392)
(25 793 392)
850 019
850 019
Adjusted for: Fair value adjustments - continuing operations
(652 398)
(652 398)
(3 639 604)
(3 639 604)
Loss from continuing operations
(26 445 790)
(26 445 790)
(2 789 585)
(2 789 585)
(Loss)/earnings from discontinued operations for the period attributable to ordinary shareholders
(4 528 771)
(4 528 771)
5 104 879
5 104 879
Adjusted for: Fair value adjustment - discontinued operations
12 296 749
12 296 749
-
-
Earnings from discontinued operations
7 767 978
7 767 978
5 104 879
5 104 879
(Loss)/earnings for the period attributable to ordinary shareholders
(18 677 812)
(18 677 812)
2 315 294
2 315 294
Weighted average number of shares in issue
3 034 474 865
2 856 010 000
Diluted weighted average number of shares in issue
3 078 379 074
2 927 067 955
Headline loss per share from continuing operations (US$ cents)
(0.87)
(0.10)
Headline earnings per share from discontinued operations (US$ cents)
0.26
0.18
Headline earnings per share (US$ cents)
(0.62)
0.08
Headline loss per share from continuing operations (ZAR cents)
(15.86)
(1.83)
Headline earnings per share from discontinued operations (ZAR cents)
4.66
3.34
Headline earnings per share (ZAR cents)
(11.20)
1.52
Diluted Headline loss per share from continuing operations (US$ cents)
(0.87)
(0.10)
Diluted Headline earnings per share from discontinued operations (US$ cents)
0.25
0.17
Diluted headline earnings per share (US$ cents)
(0.62)
0.08
Diluted Headline loss per share from continuing operations (ZAR cents)
(15.86)
(1.78)
Diluted Headline earnings per share from discontinued operations (ZAR cents)
4.59
3.26
Diluted headline earnings per share (ZAR cents)
(11.28)
1.48
Average conversion rate used for the period under review ZAR:US$
18.20
18.70


 

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