REG - Kefi Gold and Copper - Results for the year ended 31 December 2025
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RNS Number : 3616H Kefi Gold and Copper PLC 08 June 2026
8 June 2026
KEFI Gold and Copper plc
("KEFI" or the "Company")
Results for the year ended 31 December 2025
KEFI (AIM: KEFI), the gold and copper exploration and development company with
projects in Ethiopia and Saudi Arabia, announces its audited financial results
for the year ended 31 December 2025.
The Annual Report and Accounts for the year ended 31 December 2025 ("Annual
Report") will be shortly available on the Company's website at
https://www.kefi- (https://www.kefi-goldandcopper.com/) goldandcopper.com
(https://www.kefi-goldandcopper.com/) . The notice of Annual General Meeting
and the Annual Report have been sent to all shareholders in accordance with
their elected communication preference (either electronically or by post).
Enquiries
KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Executive Chairman) +357 2225 6161
John Leach (Finance Director)
SP Angel Corporate Finance LLP (Nominated Adviser) +44 (0) 20 3470 0470
Caroline Rowe / Adam Cowl
Stifel Nicolaus Europe Limited (Financial Adviser and Joint Broker) +44 (0) 20 7710 7600
Ashton Clanfield / Varun Talwar
Tavira Financial Limited (Joint Broker) +44 (0) 20 7100 5100
Oliver Stansfield / Jonathan Evans
IFC Advisory Ltd (Financial PR and IR) +44 (0) 20 3934 6632
Tim Metcalfe / Florence Staton
Further information can be viewed at https://www.kefi-goldandcopper.com
(https://www.kefi-goldandcopper.com/)
Note: All $ figures in this report are US$
Executive Chairman's Report
KEFI turns 20 this year. A young company by comparison with many miners, it
has experienced more twists and turns than most and there were times when its
very survival was called into question. Today, however, we are in a very
different place, and I have never felt prouder of our achievements or more
appreciative of the support from shareholders, employees, government and all
those who have backed us through thick and thin.
As a veteran of the industry, I've worked in mining for more than 40 years,
building and investing in businesses across the globe. Early on in my career,
I was lucky enough to be in Australia just as gold mining was taking off and
the gold price was soaring. It was an extraordinary period - exhilarating,
uplifting and hugely rewarding. I had, until now, considered that time to be
the most exciting of my career.
Now however, I believe that we are experiencing a similar but more long-term
sustainable boom, and especially in the very locations where KEFI operates,
Ethiopia, Saudi Arabia and the nearby region. Our Company has experienced many
challenges over the years, some relating to the gold market, some to the stock
market and some to the jurisdictions where we were striving to advance. Today,
however, KEFI has been transformed. We are financially sound and we are
developing rapidly and at a time when mining is taking off in our chosen
locations, the gold price is more than double our base for financial planning
and the outlook is robust.
In short, after years of determination, dedication and a dogged conviction
that we were on the right path, KEFI has reached a pivotal moment at a pivotal
time. We have assembled the right teams and the right financing in the right
locations at the right time and the excitement is palpable across the Group
and among all its stakeholders. Our potential is clear and we are determined
to maximise it.
Ethiopia and Tulu Kapi
Ethiopia remains one of the largest and most strategically important economies
on the African continent and its economic boom is now firmly underway. The
Government is accelerating reforms, the private sector has been prioritised,
and mining has been singled out as a key driver of long-term growth.
Gold has already emerged as the country's largest export sector and is
expected to play a central role in raising mining's contribution from
approximately 1% of GDP today towards a target of 10% over the coming decade.
Against this backdrop, KEFI's flagship asset, Tulu Kapi, is positioned as one
of the most advanced and influential gold developments in the country. If it
were in full production today, it would be Ethiopia's largest single generator
of export revenues, at current gold prices.
Tulu Kapi was recently launched when we had successfully arranged funding of
more than $400 million, including $240 million of secured project finance
debt, contractor commitments estimated at $60 million and over $100 million of
equity contributions. Innovative at every level, this financing package was
designed to optimise the cost of capital, while preserving KEFI's planned
beneficial interest in the project at around 86%. We launched the full
27-month development schedule in March 2026 for production mid-2028. We also
initiated a process to assess a range of potential synergistic growth
opportunities for the longer term.
Importantly, Tulu Kapi has now moved from planning to execution. Early works
have been completed, infrastructure is moving forward and we have commenced
the community resettlement programme from the mining site. On 18 February
2026, we were delighted to undertake a groundbreaking ceremony that formally
marked the start of construction. This was attended by His Excellency Abiy
Ahmed Ali (PhD) Prime Minister of the Federal Democratic Republic of Ethiopia
and His Excellency Shimelis Abdisa, President (Chief Administrator) of the
Oromia Regional State of the Federal Democratic Republic of Ethiopia, together
with other senior Government and local community representatives, members of
the KEFI/TKGM teams, and other project stakeholders. We are fortunate to have
started development in what is now a stable, supportive jurisdiction, backed
by strong community endorsement and clear, long-term fiscal arrangements
agreed with Government.
Widespread support is underpinned by recognition of the social and economic
benefits that Tulu Kapi can bring. This project stands out as a high-quality
gold asset by global standards, with maiden Ore Reserves of 1.05 million
ounces and Mineral Resources of 1.7 million ounces, at an average grade of
2.7g/t and metallurgical recovery of approximately 94%. The strengthening gold
price environment adds to the project's already compelling economics. At gold
prices of US$3,000 to US$5,000 per ounce, the project is expected to generate:
· Average EBITDA of approximately US$355 million to US$697 million
per annum over the first three years of production, equating to approximately
US$305 million to US$599 million per annum net to KEFI;
· All-in Sustaining Costs of US$1,114 to US$1,254 per ounce;
· The all-in-cost after all debt servicing is approximately
US$1,366-1,506 per ounce; and
· A Net Present Value (NPV) ranging from $1.1 billion at the start
of construction (with gold at $3000/oz) to $2.4 billion at the start of
production (with gold at $5000/oz). These figures reflect a 5% NPV discount
and apply to KEFI's expected 86% beneficial interest and are net of all
capital servicing. Total net cashflow over seven years of US$1.8 billion to
US$3.4 billion at gold prices of US$3,000 to US$5,000 per ounce.
These metrics position Tulu Kapi as a highly cash-generative project. Even
with gold at US$2,500/oz, operating cash flow would be expected to exceed
total project debt in the first full year of production, fuelling rapid
deleveraging and value realisation for shareholders.
Production and potential
The initial base plans are for Tulu Kapi to deliver more than seven years of
production, averaging approximately 166,000 ounces per annum.
Beyond the open-pit mine however, Tulu Kapi offers significant expansion
potential underground. Development planning is already underway, and we are
targeting overall production of around 200,000 ounces per annum. Early
drilling results support our view of significant prospectivity, including
intercepts such as 90 metres at 2.8g/t at the edge of the current resource
envelope, within which there are large high-grade zones.
Our focus in Ethiopia is now clear: to deliver Tulu Kapi into production. With
the development financing structure in place, contractors appointed and early
works completed, the project has moved into the full development program,
targeting production from mid-2028. This will mark a transformational step for
KEFI as it becomes a gold producer with strong cash flow and a clear platform
for shareholder returns and growth.
Tulu Kapi has been a long journey, but 2025 was the year in which that journey
decisively turned into delivery.
Saudi Arabia and GMCO
KEFI has been evaluating prospects in Saudi Arabia for almost 20 years. We
were one of the first modern movers in the Kingdom and we are the only mining
team to have made major discoveries there in that period. Our Saudi Arabian
portfolio is held through GMCO, a joint venture with ARTAR, one of the
country's foremost conglomerates and a long-standing partner of our Company.
Saudi Arabia is changing at a rapid pace and, in recent years, the Kingdom has
made mining a key plank of its economic diversification strategy. A modern
mining code has been introduced, government support for exploration has
significantly increased and the Kingdom is actively seeking to attract
international investment into the sector. This has created a highly supportive
environment for well-established operators, such as GMCO.
Building on a strong track record of discovery and project advancement, GMCO
has one of the most extensive and advanced exploration portfolios in the
Kingdom, covering more than 1000 km² of highly prospective licence areas,
operated by a large and highly experienced exploration team.
During 2025, GMCO strengthened its position in the Kingdom still further, when
it was selected to participate in the Saudi Government's Exploration
Enablement Program. A major initiative, the programme is supported by funding
of approximately US$180 million to accelerate exploration and de-risk
early-stage investment. Out of 49 applicants to the programme, only six were
chosen and GMCO was one of those selected, a ringing endorsement of the team's
technical capabilities and track record.
GMCO also moved towards greater independence last year, with its own
management team, an enlarged board and access to broader funding channels. In
partnership with ARTAR, GMCO is preparing for the next phase of its
development.
Today, GMCO's most advanced projects are the Jibal Qutman Gold Project and
Hawiah Copper-Gold Project.
· Jibal Qutman has been finalising its Definitive Feasibility Study and
is targeting to move into development this year, with a staged gold operation,
similar in scale to Tulu Kapi, but with lower grade.
· Hawiah Copper-Gold ranks amongst the most significant discoveries in
the region.
GMCO has also expanded its licence portfolio through the award of new
exploration licences, including Umm Hijlan, which extends the mineralised
strike of the Hawiah copper-gold system, and Al Hajar North, awarded in
partnership with ARTAR and international mining group Hancock Prospecting.
These additions underpin GMCO's long-term growth potential, positioning the
company as a leading exploration and development platform within Saudi Arabia.
KEFI and GMCO
During 2025, we concluded a strategic review of our involvement in the GMCO
joint venture, allowing our shareholding to dilute to approximately 13%, as we
prioritised the development of Tulu Kapi. Looking ahead however, I believe
that GMCO has the potential to generate significant, long-term value and we
will continue to examine how best to deliver that value to our shareholders.
We are still able to participate in future GMCO funding rounds should we so
choose. No decisions have yet been made but shareholders can be assured that
we are determined to deliver substantial value whilst optimising the cost of
capital, as we focus on building a portfolio of producing, cash-generative
assets over the medium term.
A year of transformation
2025 was a defining year for KEFI and I would like to take this opportunity to
thank our teams, both in-country and internationally, for their dedication and
resilience through complex and, at times, challenging periods. Their
commitment has been instrumental in bringing the Company to this point,
together with the continued support of our partners, host governments and
shareholders. I am also deeply honoured to have been chosen this year for the
Special African Business Leadership Excellence Award by the African Leadership
Organisation ("ALO"). The reward recognises visionary corporate leaders whose
work drives growth, economic development and responsible resource development.
I will do everything I can to repay the ALO's faith in me.
KEFI is at a clear point of transition from development to production. With
Tulu Kapi construction underway and first production targeted for 2028, the
Company offers investors exposure to:
· a strongly backed, high-margin gold development project with
significant near-term cash flow potential;
· substantial leverage to the gold price;
· a large, under-recognised resource base with meaningful expansion
potential;
· additional upside through a broad exploration and development
portfolio in Saudi Arabia and the broader region; and
· a clear pathway to re-rating as the Company transitions towards
production and progresses its stated objective of a London Stock Exchange Main
Market listing.
With gold at $3000 an ounce, the NPV of Tulu Kapi alone is £1bn, valuing
KEFI's share at more than £800m. At $5,000 an ounce, the project's NPV rises
to around £2 billion, taking our share to a value of around £1.6 billion.
Yet the company has a market capitalisation of less than £200 million. As we
enter a new phase centred on rapid progress and significant cash generation,
we are determined to generate sustained and substantial value for all our
shareholders.
KEFI has never been better positioned than it is today. The successful
delivery of the next phase will mark a transformational milestone for the
Company and, we believe, the beginning of a new and rewarding period for our
shareholders. We look forward with confidence to the year ahead.
As a closing comment, I would like to thank our Non-Executive Director Rich
Robinson who is retiring at the close of the upcoming Annual General Meeting.
Rich has been a Director since 2019 and has deliberately awaited this moment
to step down, having seen KEFI through into the launch of development for
production. Rich has a lifetime of directly relevant experience in Africa
which we shall miss and which his replacement will be challenged to emulate.
Thank you Rich.
Harry Anagnostaras-Adams
Executive Chairman
5 June 2026
Finance Director's Report
The past year has been one of transformational progress for KEFI, as we
assembled and finalised a comprehensive funding package for Tulu Kapi. This
was a significant financial milestone for the Group and one that should not be
underestimated. That a relatively small AIM company was able to arrange
funding of more than $400 million is a fitting testament to the quality of the
project and the team and I thank all my colleagues for their hard work and
dedication.
Project funding and capital structure
Our funding package caters for the Tulu Kapi development and a cost overrun
reserve. The package combines senior debt, equity capital contributions and
contractor participation, in line with international project finance
standards. But we have also aligned a bespoke syndicate of stakeholders around
the project in an innovative structure that ensures both strong local support
and meaningful exposure to future project cash flows.
The project is being developed through Tulu Kapi Gold Mines Share Company
("TKGM"), in which KEFI expects to retain an interest of approximately 86%. We
have secured this substantial stake through an innovative funding package that
includes:
· Secured debt of US$240 million;
· Contractor supply of the mining fleet;
· Non-dilutive equity capital participation at the subsidiary level;
and
· Investment of voting equity at the TKGM level by KEFI and its
partners, the Ethiopian and Oromia Governments.
Innovation, alignment, balance
The equity component of the Tulu Kapi project financing has been carefully
structured to balance funding certainty, cost of capital and alignment between
stakeholders, combining conventional equity with a series of quasi-equity and
project-linked instruments. Central to this is the Ethiopian participation
through "Ethio Prefs" - preference shares proposed for Ethiopian investors,
which are in the process of local compliance of this first for Ethiopia, so to
allow subscription. These are designed to provide local investors with an
economic return at the subsidiary level while remaining structurally
subordinated to senior debt, thereby strengthening local alignment without
overburdening early cash flows. Their entitlement is positioned at the level
of cash flows distributable to shareholders of the relevant subsidiary.
Complementing this, gold royalty arrangements provide upfront capital in
exchange for a defined royalty-based cash entitlement also positioned at the
level of cash flows distributable to shareholders of the relevant subsidiary.
These complementary, equity-ranking instruments effectively monetise a small
proportion of future distributable cash flows with equity-risk capital, while
ensuring that KEFI shareholders are not diluted as regards ownership. Taken
together, the instruments create a layered capital structure that blends
risk-sharing, local participation and alternative financing, whilst optimising
overall funding costs and upside exposure to the project's long-term
production profile for KEFI shareholders.
KEFI has also accessed the equity markets at the plc level. In May and
December 2025, the Company issued equity of £22.6 million. In April 2026,
KEFI raised a further £35.6 million, thereby completing the Tulu Kapi project
financing as planned, adding cost overrun reserves and allowing the Group to
judiciously initiate future growth opportunities. Facility drawdowns remain
subject to conditions precedent which are considered standard and which the
Board is satisfied are capable of being met in the ordinary course of the
construction programme.
GMCO, positioned for future growth
During 2025, KEFI further repositioned its approach to funding and
participation in Gold & Minerals Co. Limited ("GMCO") to prioritise
capital allocation towards the development of Tulu Kapi, while preserving
long-term exposure to the potential value of its growing Saudi portfolio.
At the same time, GMCO, has been strengthened as a standalone entity, with a
dedicated management team, operating independently of shareholders and
supported by an enlarged Board. The business has also enhanced its funding and
growth capacity through the establishment of a joint venture with Hancock
Prospecting, one of Australia's foremost mining groups, under Gina Rinehart.
Group financial performance
As an exploration and development company, KEFI does not yet generate
operating revenues, so we continue to report losses as we invest in the
development of our asset base.
With a continued focus on financial discipline, administrative expenses
remained well controlled during the year, while capital expenditure was
directed primarily towards project advancement, including engineering,
infrastructure development and site readiness activities at Tulu Kapi.
These costs along with the set of transaction advisory fees, commissions,
costs and management bonuses form part of the overall project development
budget and are expected to be funded within the project financing structure.
Liquidity and going concern
The financial statements have been prepared on a going concern basis,
reflecting the Directors' assessment of the Group's financial position and the
successful assembly of the Tulu Kapi funding package.
The Board is keenly aware that recent conflict in the Middle East has
heightened both local and regional political risk. The £35.6 million equity
fundraise, completed in April 2026, was undertaken swiftly in direct response
to the changed environment. KEFI's progress has been hindered in the past by
other extraneous geopolitical factors. This time, we are in a much stronger
position. Our financial position was already solid, but the April fundraise
significantly strengthened the Group's liquidity position and reduced
uncertainty at many levels of planning the advance of the business.
The Directors have always recognised and highlighted that exploration and
development activities in frontier markets are high-risk and that material
uncertainty exists at this stage of the Group's development. We have
considered a range of possible scenarios, including sensitivities relating to
project execution, and we are satisfied that the Group has adequate resources,
options and flexibility to meet its obligations as they fall due. That is not
to underplay the challenges of managing capital requirements in markets such
as ours. These matters, including the material uncertainty in relation to
going concern, are explained in the Going Concern Note of the Financial
Statements, which shareholders are advised to read.
Financial risk management
The Group's principal financial risks relate to liquidity, foreign exchange
exposure, commodity price movements and counterparty risk. Liquidity risk has
been substantially mitigated through the assembly of the Tulu Kapi funding
package. Foreign exchange exposure remains primarily linked to the US dollar,
reflecting the denomination of principal project costs and financing.
Commodity price risk is driven by the gold price also linked to the US dollar,
and which has strengthened significantly in recent times. Credit risk is
managed through engagement with established financial institutions and
counterparties. The Company will continue to monitor these risks closely as it
moves through the Tulu Kapi construction phase.
Material accounting policy
KEFI has long pursued a conservative accounting approach, attributing no value
to any of our assets while they are at an exploration stage. Because our
holding in GMCO is now deemed an "investment" under accounting standards, we
have sought independent valuation advice and recognised a fair value of $8
million despite it still being at the exploration stage. The valuation was
prepared solely for financial reporting purposes under IFRS 13 to support the
audit review of KEFI's financial statements. While appropriate for financial
statement recognition and disclosure at a point in time, it should not be
interpreted as a transaction value or expected transaction value. Any such
value would depend on a range of factors including the completion of a DFS,
development decisions in respect of one or more GMCO projects, possible
strategic synergies and the degree of third-party interest at the relevant
time.
Outlook
KEFI has now moved into construction and preparations for production, focused
on disciplined project delivery and careful capital management during
construction, positioning KEFI for strong cash generation once the Group moves
into production.
This has been a transformational period for KEFI, and we look forward to the
transition from early-stage explorer to gold producer over the coming years.
John Leach
Finance Director
5 June 2026
Competent Person Statement
KEFI reports in accordance with the 2012 Edition of the Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves (the
"JORC Code").
The information in this annual report that relates to exploration results,
Mineral Resources and Ore Reserves is based on information compiled by Mr
Jeffrey Rayner. He is Head of Exploration at KEFI and a Member of the
Australian Institute of Geoscientists ("AIG"). Mr Rayner is a geologist with
sufficient relevant experience for Group reporting to qualify as a Competent
Person as defined in the JORC Code. Mr Rayner consents to the inclusion in
this report of the matters based on this information in the form and context
in which it appears.
The Mineral Resources and Ore Reserves in this report have been previously
released as follows:
Date of Release Project Subject Competent Persons
22 April 2015 Tulu Kapi Probable Ore Reserves Frank Blanchfield
Sergio Di Giovanni
4 February 2015 Tulu Kapi Mineral Resource Simon Cleghorn
Lynn Olssen
6 May 2015 Jibal Qutman Mineral Resource Jeffrey Rayner
26 February 2025 Jeremy Witley
22 August 2020 Hawiah Mineral Resource Robert Goddard and
Mark Campodonic
Robert Goddard and
6 January 2022
Mark Campodonic
9 January 2023 Jeremy Witley
18 February 2025 Jeremy Witley
KEFI confirms that it is not aware of any new information or data that
materially affects the information in the above releases and that all material
assumptions and technical parameters, underpinning the estimates continue to
apply and have not materially changed. KEFI confirms that the form and context
in which the Competent Person's findings are presented have not been
materially modified from the original market announcements.
Consolidated statement of comprehensive income
For the Year ended 31 December 2025
Notes Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
Restated(1)
Revenue - -
Administrative expenses 7 (6,025) (6,232)
Finance transaction costs 9.2 (677) (260)
Share-based payments and warrants-equity settled 18 - (35)
Share of loss from jointly controlled entity 14.2 - (391)
Reversal of Impairment of jointly controlled entity 14.2 - 3,285
Operating Loss 7 (6,702) (3,633)
Other income/(loss) - -
Fair Value (loss)/gain on FVTPL investments 14.2 (533) 6,086
Gain on Dilution of Joint Venture 14.2 - 832
Foreign exchange gain 128 331
Finance costs 9.1 (2,587) (2,410)
Profit / (Loss) before tax (9,694) 1,206
Tax 10 - -
Profit / (Loss) for the year (9,694) 1,206
Profit / (Loss) attributable to:
-Owners of the parent (9,694) 1,206
Profit / (Loss) for the period (9,694) 1,206
Other comprehensive expense:
Exchange differences on translating foreign operations - -
Total comprehensive expense for the year (9,694) 1,206
Total Comprehensive expense to:
-Owners of the parent (9,694) 1,206
Basic and diluted Profit / (loss) per share (pence) 11 (0.11) 0.02
(1) Prior‑year figures have been restated. See Note 3 for details.
The notes are an integral part of these consolidated financial statements.
Statements of financial position Company Number: 05976748
As at 31 December 2025
The Group The The The
Company Group Company
Notes 2025 2025 2024 2024
Restated(1) Restated(1)
£'000 £'000 £'000 £'000
ASSETS
Non‑current assets
Property, plant and equipment 12 126 1 124 2
Intangible assets 13 44,240 - 38,392 -
Financial asset at FVTPL 14.2 5,955 5,955 6,432 6,432
Investment in subsidiaries 14.1 - 41,811 - 31,402
Trade and other receivables 15.2 2,657 2,657 - -
Receivables from subsidiaries 15.3 - - - -
52,978 50,424 44,948 37,836
Current assets
Trade and other receivables 15.1 2,608 128 398 107
Cash and cash equivalents 16 8,772 6,153 185 120
11,380 6,281 583 227
Total assets 64,358 56,705 45,531 38,063
EQUITY AND LIABILITIES
Equity attributable to owners of the Company
Share capital 17 10,741 10,741 7,047 7,047
Deferred Shares 17 23,328 23,328 23,328 23,328
Share premium 17 82,165 82,165 58,456 58,456
Share options reserve 18 934 934 1,948 1,948
Accumulated losses (62,382) (66,509) (53,607) (58,415)
Attributable to Owners of parent 54,786 50,659 37,172 32,364
Non-Controlling Interest 19 2,417 - 1,905 -
Total equity 57,203 50,659 39,077 32,364
Current liabilities
Trade and other payables 20 6,980 6,046 5,715 5,174
Loans and borrowings 22 175 - 739 525
Total liabilities 7,155 6,046 6,454 5,699
Total equity and liabilities 64,358 56,705 45,531 38,063
(1) Prior‑year figures have been restated. See Note 3 for details.
The notes are an integral part of these consolidated financial statements.
The Company has taken advantage of the exemption conferred by section 408 of
Companies Act 2006 from presenting its own statement of comprehensive income.
Loss after taxation amounting to £9.5 million (2024: Profit £1.3 million)
has been included in the financial statements of the parent company.
On the 5 June 2026, the Board of Directors of KEFI Gold and Copper PLC
authorised these financial statements for issue.
Harry Anagnostaras-Adams John Edward Leach
Executive Director- Chairman Finance Director
Consolidated statement of changes in Equity
For the Year ended 31 December 2025
Attributable to the owners of the Company
Share capital Deferred Share premium Share Foreign Accum. Owners NCI Total
shares options reserve exch losses Equity
reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 4,965 23,328 48,922 3,675 - (56,483) 24,407 1,709 26,116
Profit / (Loss) for the year - - - - - 1,206 1,206 - 1,206
Other comprehensive expense - - - - - - - - -
Total Comprehensive expense - - - - - (55,277) 25,613 1,709 27,322
Recognition of share-based payments - - - 139 - - 139 - 139
Expired warrants - - - (1,866) - 1,866 - - -
Issue of share capital and warrants 2,082 - 10,208 - - - 12,290 - 12,290
Share issue costs - - (674) - - - (674) - (674)
Non-controlling interest - - - - - (196) (196) 196 -
At 31 December 2024 as restated 7,047 23,328 58,456 1,948 - (53,607) 37,172 1,905 39,077
Loss for the year (9,694) (9,694) (9,694)
Other comprehensive expense
Total Comprehensive expense 7,047 23,328 58,456 1,948 - (63,301) 27,478 1,905 29,383
- - (785) 785 - - - - -
Recognition of share-based payments
Expired warrants - - - (1,431) - 1,431 - - -
Issue of share capital 3,694 - 26,161 (368) - - 29,487 - 29,487
Share issue costs - - (1,667) - - - (1,667) - (1,667)
Non-controlling interest - - - - - (512) (512) 512 -
- - - - - -
At 31 December 2025 10,741 23,328 82,165 934 - (62,382) 54,786 2,417 57,203
The following describes the nature and purpose of each reserve within owner's
equity:
Reserve Description and purpose
Share capital: (Note 17) Amount subscribed for ordinary share capital at nominal value
Deferred shares: (Note 17) During 2015 the Company's issued ordinary shares of 1p each were sub-divided
into one new ordinary share of 0.1p and one deferred share of 0.9p. The
deferred shares have no voting rights
Share premium: (Note 17) Amount subscribed for share capital in excess of nominal value, net of issue
costs
Share options reserve (Note 18) Reserve for share options and warrants granted but not exercised or lapsed
Foreign exchange reserve Cumulative foreign exchange net gains and losses recognized on consolidation
Accumulated losses Cumulative net gains and losses recognized in the statement of comprehensive
income,
excluding foreign exchange gains within other comprehensive income
NCI (Non-controlling interest): (Note 19) The Group's Ethiopian subsidiary includes a 5% free-carried non-controlling
interest held by the Government of Ethiopia under mining legislation, which is
presented within equity as NCI.
The notes are an integral part of these consolidated financial statements.
Company statement of changes in Equity
For the year ended 31 December 2025
Share Deferred shares Share premium Share Accumulated losses Total
capital options reserve
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 4,965 23,328 48,922 3,675 (61,564) 19,326
Profit for the year - - - - 1,283 1,283
Recognition of share-based payments - - - 139 - 139
Forfeited options - - - - - -
Expired warrants - - - (1,866) 1,866 -
Issue of share capital and warrants 2,082 - 10,208 - - 12,290
Share issue costs - - (674) - - (674)
At 31 December 2024 as restated 7,047 23,328 58,456 1,948 (58,415) 32,364
Loss for the year - - - - (9,525) (9,525)
Recognition of share-based payments - - (785) 785 - -
Forfeited options - - - - - -
Expired warrants - - - (1,431) 1,431 -
Issue of share capital and warrants 3,694 - 26,161 (368) - 29,487
Share issue costs - - (1,667) - - (1,667)
At 31 December 2025 10,741 23,328 82,165 934 (66,509) 50,659
The following describes the nature and purpose of each reserve within owner's
equity:
Reserve
Description and purpose
Share capital (Note 17) Amount
subscribed for ordinary share capital at nominal value
Deferred shares: (Note 17) Under the terms of the
restructuring of share capital, ordinary shares were sub-divided into deferred
shares
Share premium: (Note 17) Amount
subscribed for share capital in excess of nominal value, net of issue costs
Share options reserve: (Note 18) Reserve for share options and
warrants granted but not exercised or lapsed
Accumulated losses
Cumulative net gains and losses recognized in the statement of comprehensive
income
The notes are an integral part of these consolidated financial statements.
Consolidated statement of cash flows
For the Year ended 31 December 2025
Notes Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
CASH FLOWS FROM OPERATING ACTIVITIES Restated
Profit / (Loss) before tax (9,694) 1,206
Adjustments for:
Depreciation of property, plant and equipment 12 13 18
Share based payments 18 - 35
Gain on Dilution of Joint Venture 14.2 - (832)
Share of loss from jointly controlled entity 14.2 - 391
Impairment / (Reversal of Impairment) on jointly controlled entity 14.2 - (3,285)
Fair value (gain)/ loss on investments 14.2 533 (6,086)
Exchange difference (19) (247)
Finance costs 9.1 2,597 2,452
(6,570) (6,348)
Changes in working capital:
(Increase)/ decrease in Trade and other receivables (4,431) 130
Increase in Trade and other payables 1,801 4,418
Cash used in operations (9,200) (1,800)
Interest paid 22.2 (806) (955)
Net cash used in operating activities (10,006) (2,755)
CASH FLOWS FROM INVESTING ACTIVITIES
Project exploration and evaluation costs 13 (5,070) (3,989)
Acquisition of property plant and equipment 12 (15) (42)
Advances to jointly controlled entity 14.2 - -
Net cash used in investing activities (5,085) (4,031)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issue of share capital 17 16,607 4,427
Upfront fees paid on loan facilities (449) -
Proceeds from exercise of warrants 980 -
Proceeds from bridge loans 22.2 7,989 4,724
Repayment of bridge loans 22.2 (1,449) (2,372)
Net cash from financing activities 23,678 6,779
Net increase / (decrease) in cash and cash equivalents 8,587 (7)
Cash and cash equivalents:
At beginning of the year 16 185 192
At end of the year 16 8,772 185
The notes are an integral part of these consolidated financial statements.
Company Statement of cash flows
For the year ended 31 December 2025
Notes Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
CASH FLOWS FROM OPERATING ACTIVITIES Restated
Profit / (Loss) before tax (9,525) 1,283
Adjustments for:
Depreciation of property, plant and equipment 1 1
Share based payments 18 - 35
Gain on Dilution of Joint Venture 14.2 - (832)
Share of loss from jointly controlled entity 14.2 - 391
Reversal of Impairment on jointly controlled entity 14.2 - (3,285)
Fair value (gain)/ loss on investments 533 (6,086)
Exchange difference - 226
Reversal of Expected credit loss - (486)
Finance costs 2,587 2,410
(6,404) (6,343)
Changes in working capital:
Increase in Trade and other receivables (2,243) (36)
Increase in Trade and other payables 2,187 4,376
Cash used in operations (6,460) (2,003)
Interest paid 22.2 (806) (955)
Net cash used in operating activities (7,266) (2,958)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in subsidiary 14.1 (10,409) (1,789)
Loan to subsidiary 15 - (1,602)
Net cash used in investing activities (10,409) (3,391)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issue of share capital 17 16,607 4,427
Upfront fees paid on loan facilities (449) -
Proceeds from exercise of warrants 17 980 -
Proceeds from bridge loans 22.2 7,803 4,300
Repayment of bridge loans 22.2 (1,233) (2,372)
Net cash from financing activities 23,708 6,355
Net increase / (decrease) in cash and cash equivalents 6,033 6
Cash and cash equivalents:
At beginning of the year 16 120 114
At end of the year 16 6,153 120
The notes are an integral part of these consolidated financial statements.
Notes to the financial statements
For the Year ended 31 December 2025
1. Incorporation and principal activities
Country of incorporation
KEFI Gold and Copper PLC (the "Company") was incorporated in United Kingdom as
a public limited company on 24 October 2006. Its registered office is at
27/28, Eastcastle Street, London W1W 8DH.The principal place of business is
Cyprus.
Principal activities
The principal activities of the Group are:
· Exploration for mineral deposits of precious and base metals and
other minerals that appear capable of commercial exploitation, including
topographical, geological, geochemical, and geophysical studies and
exploratory drilling.
· Evaluation of mineral deposits determining the technical
feasibility and commercial viability of development, including the
determination of the volume and grade of the deposit, examination of
extraction methods, infrastructure requirements and market and finance
studies.
· Development of mineral deposits and marketing of the metals
produced.
2. Material accounting policies
The principal material accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied throughout both periods presented in these financial statements unless
otherwise stated.
Basis of preparation and consolidation
The Company and the consolidated financial statements have been prepared in
accordance with UK adopted international accounting standards in conformity
with the requirements of the Companies Act 2006. They comprise the accounts of
KEFI Gold and Copper PLC and all its subsidiaries made up to 31 December 2025.
The Company and the consolidated financial statements have been prepared under
the historical cost convention, except for certain financial assets, which
have been measured at
fair value.
Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements
of subsidiaries have been included in the consolidated financial statements
from the date that control commences until the date that control ceases.
An investor controls an investee if, and only if, it has all of the following:
(a) power over the investee, (b) exposure or rights to variable returns from
its involvement with the investee, and (c) the ability to use its power over
the investee to affect the amount of the investor's returns.".
Transactions eliminated on consolidation
Intra-group balances and transactions, and any income and expenses arising
from intra-group transactions, are eliminated in preparing the consolidated
financial statements.
Going concern
The Company is a holding entity and, as such, its going concern status is
dependent on the Group. The going concern assessment for the Company was
therefore performed as part of the Group's assessment.
Assessing the Group's ability to continue as a going concern requires
significant judgement, particularly in relation to the availability and timing
of development capital for the Company's primary objective, the development of
the Tulu Kapi Gold Project, and its general working capital needs. Under
Company policy, all other activities, including exploration and the
advancement of the Saudi Arabia portfolio, are secondary.
As part of this assessment, the Directors have considered funds on hand,
funding commitments received, current liabilities, and planned expenditure
covering a period to 31 December 2027, which is at least 12 months from the
date of approval of these financial statements. The Group has prepared cash
flow forecasts, which shows that the Group has sufficient cash and liquidity.
The Group applied sensitivities to determine the impact on cash and
liquidity.
The Group recognises that within the going concern consideration period it
will need funding for normal running costs and for other committed costs,
which include its share of the construction and development costs of the Tulu
Kapi mine.
It is important to note that substantial progress has been made by the Group
in meeting its financing requirements. African based banks, Eastern and
Southern African Trade and Development Bank (TDB) and African Finance
Corporation (AFC) have committed to a total project debt package of USD 240
million following recent credit committee approvals and execution of the
facilities agreement. Lenders have established conditions precedent to first
drawdown which are standard for a financing of this nature, which include
lender-led technical, security and completion procedures, and finalisation of
the Group's share of funding for the construction and development costs. These
conditions precedent are expected to be satisfied within the going concern
period, but are not wholly within the control of the Directors.
The Group and the Company rely on committed funding from external lenders,
which is not fully guaranteed due to conditions precedent to the first
drawdown. Furthermore, inherent uncertainties associated with large civil
construction, development, and commissioning projects could mean that actual
project costs exceed forecasts during the going concern period. These
conditions indicate the existence of a material uncertainty that may cast
significant doubt on the Group's and the Company's ability to continue as a
going concern and, therefore, the Group and the Company may be unable to
realise their assets and discharge their liabilities in the normal course of
business.
The Directors remain mindful of the financial markets generally and the recent
conflicts in the Middle East. Therefore, the Group has established a
diversified and flexible funding structure that includes royalty financing,
and a retained standby facility that can be responsive to changing
circumstances.
Based on historical experience and current ongoing proactive discussions with
stakeholders, the Directors have a reasonable expectation that the conditions
precedent will be met, and the requisite funding will be secured.
Additionally, the Directors expect that the Group and the Company will be able
to continue to raise funds if and when required to meet their objectives and
obligations. Accordingly, the financial statements have been prepared on the
going concern basis. The financial statements do not include any adjustments
that would be necessary if the Group and the Company were unable to continue
as a going concern.
Functional and presentation currency
The individual financial statements of each Group entity are measured and
presented in the currency of the primary economic environment in which the
entity operates. The consolidated financial statements of the Group and the
statement of financial position and equity of the Company are in British
Pounds ("GBP") which is the functional currency of the Company and the
presentation currency for the consolidated financial statements. Functional
currency is also determined for each of the Company's subsidiaries, and items
included in the financial statements of the subsidiary are measured using that
functional currency. GBP is the functional currency of all subsidiaries.
(1) Foreign currency translation
Foreign currency transactions are translated into the presentational currency
using the exchange rates prevailing at the date of the transactions. Gains and
losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign
currencies are recognized in profit or loss in the statement of comprehensive
income.
(2) Foreign operations
On consolidation, the assets and liabilities of the consolidated entity's
foreign operations are translated 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 fluctuate significantly in
which case they are recorded at the actual rate. As all subsidiaries use GBP
as their functional currency and the Group's presentation currency is also
GBP, no foreign currency translation differences arise on consolidation.
Revenue recognition
The Group had no revenue during the year ended 31 December 2025 (2024: Nil).
Property plant and equipment
Property plant and equipment are stated at their cost of acquisition at the
date of acquisition, being the fair value of the consideration provided plus
incidental costs directly attributable to the acquisition less depreciation.
Depreciation is calculated using the straight-line method to write off the
cost of each asset to their residual values over their estimated useful life.
The annual depreciation rates used are as follows:
Furniture, fixtures and office equipment 25%
Motor vehicles 25%
Plant and equipment 25%
Intangible Assets
Cost of licences to mines are capitalised as intangible assets which relate to
projects that are at the pre-development stage. No amortisation charge is
recognised in respect of these intangible assets. Once the Group starts
production these intangible assets relating to the license to mine will be
depreciated over life of mine.
Finance costs
Interest expense and other borrowing costs are charged to the statement of
comprehensive income as incurred and is recognised using the effective
interest method.
Tax
The tax payable is based on taxable profit for the period. Taxable profit
differs from net profit as reported in the statement of comprehensive income
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. Tax is payable in the relevant jurisdiction at the rates described
in Note 10.
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 and is accounted for using the statement of financial position
liability method.
Deferred tax liabilities are generally recognized for all taxable differences
and deferred tax assets are recognized to the extent that taxable profits will
be available against which deductible temporary differences can be utilized.
The amount of deferred tax is based on the expected manner of realisation or
settlement of the carrying amounts of assets and liabilities, using tax rates
that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off deferred tax assets against deferred tax
liabilities and when the deferred taxes relate to the same fiscal authority.
Investments
Investments in subsidiary companies are stated at cost less provision for
impairment in value, which is recognized as an expense in the period in which
the impairment is identified, in the Company accounts.
Financial Assets at Fair Value Through Profit or Loss
Investments in equity instruments that are not accounted for as subsidiaries,
joint arrangements or associates are classified at initial recognition as
financial assets at fair value through profit or loss (FVTPL) in accordance
with IFRS 9 Financial Instruments, unless an irrevocable election is made to
designate them at fair value through other comprehensive income (FVOCI). No
such election has been made in respect of the investment described in this
note.
Financial assets at FVTPL are initially recognised at fair value. Transaction
costs are expensed immediately in profit or loss. At each subsequent reporting
date, the investment is remeasured to its fair value, with all changes
recognised immediately in profit or loss under the heading 'Fair value
gain/(loss) on investments'. Fair value is determined using the valuation
techniques described in Note 14.2.
No element of the fair value movement is recognised in other comprehensive
income.
Exploration costs
The Group has adopted the provisions of IFRS 6 "Exploration for and Evaluation
of Mineral Resources". The company applies IFRS 6 until the project financing
is secured. Once financing is secured the project moves to the development
stage.
Exploration and evaluation expenditure, including acquisition costs of
licences, in respect of each identifiable area of interest is expensed to the
statement of comprehensive income as incurred, until the point at which
development of a mineral deposit is considered economically viable and the
formal definitive feasibility study is completed. At this point costs incurred
are capitalised under IFRS 6 because these costs are necessary to bring the
resource to commercial production.
Exploration expenditures typically include costs associated with prospecting,
sampling, mapping, diamond drilling and other work involved in searching for
ore. Evaluation expenditures are the costs incurred to establish the technical
and commercial viability of developing mineral deposits identified through
exploration activities. Evaluation expenditures include the cost of directly
attributable employee costs and economic evaluations to determine whether
development of the mineralized material is commercially justified, including
definitive feasibility and final feasibility studies.
Impairment reviews for deferred exploration and evaluation expenditure are
carried out on a project-by-project basis, with each project representing a
potential single cash generating unit. An impairment review is undertaken when
indicators of impairment arise such as: (i) unexpected geological occurrences
that render the resource uneconomic; (ii) title to the asset is compromised;
(iii) variations in mineral prices that render the project uneconomic; (iv)
substantive expenditure on further exploration and evaluation of mineral
resources is neither budgeted nor planned; and (v) the period for which the
Group has the right to explore has expired and is not expected to be renewed.
On commencement of development, Exploration and evaluation expenditure are
reclassified to development assets, following assessment for any impairment.
Development expenditure
Once the Board decides that it intends to develop a project, development
expenditure is capitalized as incurred, but only where it meets criteria for
recognition as an intangible under IAS 38 or a tangible asset under IAS 16 and
then amortized over the estimated useful life of the area according to the
rate of depletion of the economically recoverable reserves or over the
estimated useful life of the mine, if shorter.
Share based compensation benefits
IFRS 2 "Share based Payment" requires the recognition of equity settled
share-based payments at fair value at the date of grant and the recognition of
liabilities for cash settled share-based payments at the current fair value at
each statement of financial position date. The total amount expensed is
recognized over the vesting period, which is the period over which performance
conditions are to be satisfied. The fair value is measured using the Black
Scholes pricing model. The inputs used in the model are based on
management's best estimate, including consideration of the effects of
non-transferability, exercise restrictions and behavioural considerations.
Where the Group issues equity instruments to persons other than employees, the
statement of comprehensive income is charged with the fair value of goods and
services received.
Warrants
Warrants issued are recognised at fair value at the date of grant. The charge
is expensed on a straight-line basis over the vesting period. The fair value
is measured using the Trinomial Model. Where warrants are considered to
represent a transaction cost attributable to a share placement, the fair value
is recorded in the warrant reserve and deducted from the share premium.
Financial instruments
Non-derivative financial assets
The Group initially recognises loans and receivables on the date that they are
originated. All other financial assets are recognised initially on the trade
date, which is the date that the Group becomes a party to the contractual
provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which substantially all the risks
and rewards of ownership of the financial asset are transferred. Any
interest in such transferred financial assets that is created or retained by
the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset, and the net amount presented in
the statement of financial position when, and only when, the Group has a legal
right to offset the amounts and intends either to settle on a net basis or to
realise the asset and settle the liability simultaneously.
Non-derivative financial assets
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired.
Amortised cost: These are financial assets where the objective is to hold
these assets in order to collect contractual cash flows and the contractual
cash flows are solely payments of principal and interest. They are initially
recognised at fair value plus transaction costs that are directly attributable
to their acquisition or issue and are subsequently carried at amortised cost
using the effective interest rate method, less provision for impairment. Trade
and other receivables, as well as cash are classified as amortised cost.
Impairment of financial assets: Financial assets at amortised cost consist of
trade receivables, loans, cash and cash equivalents and debt instruments.
Impairment losses are assessed using the forward-looking Expected Credit Loss
(ECL) approach. Trade receivable loss allowances are measured at an amount
equal to lifetime ECL's. Loss allowances are deducted from the gross carrying
amount of the assets
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, and call deposits with
maturities of three months or less from the acquisition date that are subject
to an insignificant risk of changes in their fair value and are used by the
Group in the management of its short-term commitments.
Non-derivative financial liabilities
The Group initially recognises debt securities issued and subordinated
liabilities on the date that they are originated. All other financial
liabilities are recognised initially on the trade date, which is the date that
the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled or expire.
The Group classifies non-derivative financial liabilities as other financial
liabilities. Such financial liabilities are recognised initially at fair
value less any directly attributable transaction costs. After initial
recognition, these financial liabilities are measured at amortised cost using
the effective interest method.
Other financial liabilities comprise trade and other payables and borrowings.
New standards and interpretations applied
The following new standards and interpretations became effective on 1 January
2025 and have been adopted by the Group.
Effective period commencing on or after
New Standards, Interpretations and Amendments Adopted
Amendments to IAS 21 IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of 01 January 2025
Exchangeability (Amendments)
The adoption of these amendments had no impact on the consolidated financial
statements of the Group and Company
New Standards, Interpretations and Amendments Not Yet Effective Effective period commencing on or after
Amendments to IFRS 9 Financial Instruments and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments 01 January 2026
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 01 January 2026
Annual Improvements to IFRS Accounting Standards - Volume 11 Annual Improvements to IFRS Accounting Standards - Volume 11 (Amendments to 01 January 2026
IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7)
New IFRS18 (1) IFRS 18 Presentation and Disclosure in Financial Statements 01 January 2027
New IFRS19 ² IFRS 19 Subsidiaries without Public Accountability: Disclosure 01 January 2027
The Group and Company do not currently apply any available practical
expedients and are assessing the impact of these standards and amendments on
the consolidated and individual financial statements
New standards, amendments and interpretations that are not yet effective and
have not been early adopted.
· Revisions to the Conceptual Framework for Financial Reporting.
The principal material accounting policies adopted are set out above.
There are several standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
The Group is currently assessing the impact of these new accounting standards
and amendments.
(1)IFRS 18 Presentation and Disclosure in Financial Statements, which was
issued by the IASB in April 2024 supersedes IAS 1 and will result in major
consequential amendments to IFRS Accounting Standards including IAS 8 Basis of
Preparation of Financial Statements (renamed from Accounting Policies, Changes
in Accounting Estimates and Errors). Even though IFRS 18 will not have any
effect on the recognition and measurement of items in the consolidated
financial statements, it is expected to have a significant effect on the
presentation and disclosure of certain items. These changes include
categorisation and sub-totals in the statement of profit or loss,
aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures.
(2)The Group does not expect to be eligible to apply IFRS 19.
The Group does not expect any other standards issued by the IASB, but not yet
effective, to have a material impact on the group.
3. Prior Period Adjustment - Reclassification of Investment in Gold
& Minerals Co. Limited (IAS 8)
Nature of the Reassessment
In preparing the financial statements for the year ended 31 December 2025,
management reassessed the contractual rights arising under the shareholders'
agreement, and concluded that the Group's equity interest in Gold &
Minerals Co. Limited ("GMCO") does not meet the criteria for classification as
an associate under IAS 28 Investments in Associates and Joint Ventures.
Accordingly, the investment has been reclassified as a financial asset
measured at fair value through profit or loss (FVTPL) under IFRS 9 Financial
Instruments. The comparative figures for the year ended 31 December 2024 have
been corrected and restated in accordance with IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors. The comparative figures for the
year ended 31 December 2023 remain unaffected.
Reason for the Adjustment
GMCO is a private, unquoted company incorporated in the Kingdom of Saudi
Arabia, engaged in gold and base metals exploration. It was established as a
joint venture between ARTAR (Abdul Rahman Saad Al-Rashid & Sons Company
Limited) and the Company in May 2009.
On 31 January 2024, ARTAR made a capital contribution into GMCO in which KEFI
elected not to participate, reducing KEFI's shareholding to less than 25%. The
dilution of the Company's shareholding to below 25% resulted in the activation
of certain contractual rights of the majority shareholder. Having regard to
the terms of the shareholder agreement, Management concluded that the Company
no longer exercises significant influence over GMCO within the meaning of IAS
28 with effect from that date.
Immediately prior to 31 January 2024, the carrying value of the Group's
investment in GMCO under the equity method was £nil.
Accordingly, as at 31 December 2024:
(a) the equity method of accounting under IAS 28 was not applied; and
(b) the investment was reclassified as a financial asset at fair value
through profit or loss ("FVTPL") in accordance with IFRS 9.
The fair value of the investment as at 31 December 2024 was determined using
the market approach described in Note 14.2.1. The resulting remeasurement gain
of £6.6 million was recognised in the restated FY2024 consolidated income
statement.
Financial Impact - Effect on FY2024 Comparative Figures
The tables below show the effect on the FY2024 comparative income statement
and balance sheet. The restatement is required because the prior period
financial statements did not correctly reflect the contractual rights that
existed under the amended shareholders' agreement. All adjustments were
non-cash. As a result, the restatement only reclassified amounts within the
cash generated from operations section, without affecting the total net cash
generated from operating, investing, or financing activities for the
comparative period.
(a) Effect on FY2024 Comparative Income Statement
As Previously Stated
£'000 Adjustment Restated
£'000 £'000
Share of loss from jointly controlled entity (3,650) 3,259 (391)
Reversal / (impairment) of jointly controlled entity 217 3,068 3,285
Operating loss (9,960) 6,327 (3,633)
Gain on dilution of joint venture 6,813 (5,981) 832
Fair value gain on GMCO investment - 6,086 6,086
(Loss)/Profit before taxation (5,226) 6,432 1,206
(Loss)/Profit for the year (5,226) 6,432 1,206
Basic and diluted (loss)/earnings per share (pence) [Note 11] (0.11) 0.13 0.02
Note: Under Cyprus tax legislation, gains or losses arising from the fair
value remeasurement or disposal of qualifying securities are exempt from
taxation. Accordingly, the fair value gain represents a permanent tax
difference, and no deferred tax has been recognised in respect of this
investment.
(b) Effect on FY2024 Comparative Balance Sheet
Consolidated As Previously Stated
£'000 Adjustment Restated
£'000 £'000
Investment in associate - - -
Financial Asset at FVTPL - 6,432 6,432
Total non-current assets 38,516 6,432 44,948
Total assets 39,099 6,432 45,531
Accumulated losses (60,039) 6,432 (53,607)
Total equity 32,645 6,432 39,077
Total equity and liabilities 39,099 6,432 45,531
The net impact of the restatement on accumulated losses at 1 January 2024 (the
beginning of the comparative period) is £nil. The restatement event occurred
within the comparative period. Accordingly, the restatement has no effect on
the consolidated balance sheet as at 1 January 2024 and the presentation of a
third balance sheet is not required.
The year ended 31 December 2025 is the first full year in which GMCO is
accounted for as a financial asset at FVTPL throughout. The 2025 income
statement and balance sheet are presented on that basis. The net fair value
movement in the year was a loss of £533K, recognised in full in profit or
loss (see Level 3 reconciliation Note 14.2.5).
(c) Effect on FY2024 Comparative Balance Sheet
Company As Previously Stated
£'000 Adjustment Restated
£'000 £'000
Investment in associate - - -
Financial Asset at FVTPL - 6,432 6,432
Total non-current assets 31,404 6,432 37,836
Total assets 31,631 6,432 38,063
Accumulated losses (64,847) 6,432 (58,415)
Total equity 25,932 6,432 32,364
Total equity and liabilities 31,631 6,432 38,063
The net impact of the restatement on accumulated losses at 1 January 2024 (the
beginning of the comparative period) is £nil. The restatement event occurred
within the comparative period. Accordingly, the restatement has no effect on
the consolidated balance sheet as at 1 January 2024 and the presentation of a
third balance sheet is not required.
The year ended 31 December 2025 is the first full year in which GMCO is
accounted for as a financial asset at FVTPL throughout. The 2025 income
statement and balance sheet are presented on that basis. The net fair value
movement in the year was a loss of £533K, recognised in full in profit or
loss (see Level 3 reconciliation Note 14.2.5).
4. Financial risk management
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents
comprise cash at bank and in hand with an original maturity date of less than
three months. To mitigate its inherent exposure to credit risk, the Group
maintains policies to limit the concentration of credit risk and to ensure the
liquidity of available funds. The Group invests its cash and cash equivalents
in rated financial institutions, primarily within the United Kingdom and other
investment-grade countries (rated BBB- or higher by S&P). The Group does
not have a significant concentration of credit risk arising from its holdings
of cash and cash equivalents.
Financial risk factors
The Group is exposed to market risk (interest rate risk and currency risk),
liquidity risk and capital risk management arising from the financial
instruments it holds. The risk management policies employed by the Group to
manage these risks are discussed below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Group does not consider this risk to be significant.
The Company has borrowings outstanding from its subsidiaries, the ultimate
realisation of which depends on the successful exploration and realization of
the Group's intangible exploration assets. This in turn is subject to the
availability of financing to maintain the ongoing operations of the business.
The Group manages its financial risk to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably.
Market risk - Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates. The Group's operating cash
flows are substantially independent of changes in market interest rates as the
interest rates on cash balances are very low at this time. Borrowings issued
at variable rates expose the Group to cash flow interest rate risk. Borrowings
issued at fixed rates expose the Group to fair value interest rate risk. The
Group's management monitors the interest rate fluctuations on a continuous
basis and acts accordingly.
At the reporting date the interest rate profile of interest-bearing financial
instruments was:
2025 2024
£'000 £'000
Variable rate instruments
Financial assets 8,772 185
Sensitivity analysis
An increase of 100 basis points in interest rates over the year would have
increased equity and profit or loss by the amounts shown below. This analysis
assumes that all other variables, in particular foreign currency rates, remain
constant. Given current interest rate levels, a decrease of 25 basis points
has been considered, with the impact on profit and equity shown below.
Equity Profit or Loss Equity Profit or Loss
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Variable rate instruments
Financial assets - increase of 100 basis points 88 88 2 2
Financial assets - decrease of 25 basis points (22) (22) (0.5) (0.5)
Currency risk
Currency risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates. Currency risk arises when
future commercial transactions and recognized assets and liabilities are
denominated in a currency that is not the functional currency of the entity.
The Group is exposed to foreign exchange risk arising from various currency
exposures primarily with respect to the Australian Dollar, Euro, US Dollar,
Ethiopian Birr and Saudi Arabian Riyal. Since 1986 the Saudi Arabian Riyal has
been pegged to the US Dollar, it is fixed at USD/SAR 3.75. The Group's
management monitors the exchange rate fluctuations on a continuous basis and
acts accordingly.
The carrying amounts of the Group's foreign currency denominated monetary
assets and monetary liabilities at the reporting date are as follows;
Liabilities Assets Liabilities Assets
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Australian Dollar 118 - 102 -
Euro 334 41 400 4
US Dollar 3,008 4,571 1,036 2
Ethiopian Birr 1,108 1,593 736 357
Sensitivity analysis continued
A 10% strengthening of the British Pound against the following currencies at
31 December 2025 would have increased/(decreased) equity and profit or loss by
the amounts shown in the table below. This analysis assumes that all other
variables, in particular interest rates, remain constant. For a 10% weakening
of the British Pound against the relevant currency, there would be an equal
and opposite impact on the profit or loss and equity.
Equity Profit or Loss Equity Profit or Loss
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Australian Dollar 12 12 10 10
Euro 29 29 40 40
US Dollar (156) (156) 103 103
Ethiopian Birr (49) (49) 38 38
Liquidity risk
The Group and Companies raise funds as required based on projected expenditure
for the next 6 months, depending on prevailing factors. Funds are generally
raised on AIM from eligible investors and also from short term providers in
the form of bridging finance. The success of capital raisings depends on
various factors, including investor sentiment in the equities and metals
markets, the broader macroeconomic environment, and other external conditions.
When raising funds, the Group evaluates the relative costs and benefits of
equity versus alternative financing options. Capital is then allocated to
projects based on forecasted expenditure requirement
The carrying amount in the liquidity table below is below the contractual cash
flow in 2024 because these short-term loans include interest payable until the
repayment date. If the loan is not repaid on the repayment date, an additional
interest of 2.5% per week will be incurred.
Carrying Amount Contractual Cash flows Less than 1 year Between 1-5 year More than 5 years
£'000 £'000 £'000 £'000 £'000
The Group
31-Dec-25
Trade and other payables 6,980 6,980 6,980 - -
Loans & Borrowings and Interest 175 175 175 - -
7,155 7,155 7,155 - -
31-Dec-24
Trade and other payables 5,715 5,715 5,715 - -
Loans & Borrowings and Interest 739 739 739 - -
6,454 6,454 6,454 - -
The Company
31-Dec-25
Trade and other payables 6,046 6,046 6,046 - -
Loans & Borrowings and Interest - - - - -
6,046 6,046 6,046 - -
31-Dec-24
Trade and other payables 5,174 5,174 5,174 - -
Loans & Borrowings and Interest 525 525 525 - -
5,699 5,699 5,699 - -
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern to provide returns for shareholders and
benefit other stakeholders and to maintain an optimal capital structure to
reduce the costs of capital. This is done through the close monitoring of cash
flows.
The capital structure of the Group consists of cash and cash equivalents of
£8,772,000 (2024: £185,000) and equity attributable to equity of the parent,
comprising issued capital and deferred shares of £34,069,106 (2024:
£30,375,000), other reserves of £83,099,000, (2024: £60,404,000) and
accumulated losses of £62,382,000 (2024: £53,607,000). The Group has no
long-term debt facilities.
Fair value estimation
The Group has certain financial assets and liabilities that are held at fair
value. The fair value hierarchy establishes three levels to classify the
inputs to valuation techniques to measure fair value:
Classification of financial assets and liabilities
Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs)
The Group's investment in Gold & Minerals Co. Limited ("GMCO") is
classified as a financial asset measured at fair value through profit or loss
under IFRS 9 and is categorised as Level 3 in the fair value hierarchy at all
measurement dates. The valuation technique and significant unobservable inputs
applied are described in Note 14.2.
The fair value of trade and other receivables is estimated as the present
value of future cash flows discounted at the market rate of interest at the
reporting date. For receivables and payables with a remaining life of less
than one year, the notional amount is deemed to reflect fair value. All other
receivables and payables are, where material, discounted to determine the fair
value.
Differences arising between the carrying and fair value are considered not
significant and no-adjustment is made in these accounts. The carrying and fair
values of intercompany balances are the same as if they are repayable on
demand. So the amortised cost is approximate to the fair value.
The fair value of the GMCO investment is determined using the market approach,
applying an enterprise value per gold-equivalent resource ounce (EV/oz Au-eq)
multiple derived from comparable companies, adjusted for a discount for lack
of control (DLOC). All inputs to this valuation are unobservable and
accordingly the investment is classified as Level 3. There were no transfers
between levels during FY2025 or FY2024.
The fair values of the Group's loans and other borrowings are considered equal
to the book value as the effect of discounting on these financial instruments
is not considered to be material. These are classified as Level 2 in the fair
value hierarchy.
As at each of December 31, 2024, and December 31, 2025, the levels in the fair
value hierarchy into which the Group's financial assets and liabilities
measured and recognized in the statement of financial position at fair value
are categorized are as follows:
Fair Value Hierarchy
Carrying amounts Fair values Level
2025 2024 2025 2024
Financial assets £'000 £'000 £'000 £'000
Measured at fair value through profit or loss (FVTPL)
Cash and cash equivalents (Note 16) 8,772 185 8,772 185 1
Investment in GMCO (Note 14.2) 5,955 6,432 5,955 6,432 3
Carried at amortised cost - fair value approximates carrying amount
Trade and other receivables (Note 15) 5,265 398 5,265 398 2
Financial liabilities
Trade and other payables (Note 20) 6,980 5,715 6,980 5,715 2
Loans and borrowings (Note 22) 175 739 175 739 2
5. Use and revision of accounting estimates and judgements
The preparation of the financial report requires the making of estimations and
assumptions that affect the recognized amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent liabilities. The
estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgments
about carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates.
Accounting Judgement:
Going concern
The going concern presumption depends principally on securing funding to
develop the Tulu Kapi gold mining project as an economically viable mineral
deposit, and the availability of subsequent funding to extract the resource,
or alternatively the availability of funding to extend the Company's and
Group's exploration activities (Note 2).
Capitalisation of exploration and evaluation costs
The directors consider that the project in its Licence areas in Saudi Arabia
has not yet met the criteria for capitalization. These criteria include, among
other things, the development of feasibility studies to provide confidence
that mineral deposits identified are economically viable. Capitalized
Exploration & Evaluation costs for the Group's project in Ethiopia have
been recognized on acquisition, and have continued to be capitalised since
that date, in accordance with IFRS 6. The technical feasibility of the project
has been confirmed, and once the financing is secure the related assets will
be reclassified as development costs in line with above.
Shareholding in GMCO
The classification of the Group's investment in Gold and Minerals Company
Limited ("GMCO") as a financial asset measured at fair value through profit or
loss under IFRS 9 requires significant judgement.
Following a reassessment of the contractual rights under the shareholders'
agreement, including the dilution of KEFI's shareholding below 25% on 31
January 2024 and noting ARTAR's unilateral right to require transfer of the
Group's entire interest at fair value, management concluded that the Group
ceased to have significant influence over GMCO for the purposes of IAS 28 from
that date.
The investment is therefore accounted for as a financial asset at fair value
through profit or loss. As GMCO is an unquoted investment, fair value is
determined using valuation techniques based on market inputs, including
comparable market transactions and implied value per resource ounce, where
applicable. The selection of valuation methodology and underlying assumptions
requires management judgement.
Further details of valuation techniques and key inputs are disclosed in Note
14.2.
Impairment review of asset carrying values (Note 13)
Determining whether intangible exploration and evaluation assets are impaired
requires an assessment of whether there are any indicators of impairment, by
reference to specific impairment indicators prescribed in IFRS 6 (Note 2).
This requires judgement. This includes the assessment, on a project-by-project
basis, of the likely recovery of the cost of the Group's Intangible
exploration assets in the light of future production opportunities based upon
ongoing geological studies. This also involves the assessment of the period
for which the entity has the right to explore in the specific area, or if it
has expired during the period or will expire soon, if it is not expected to be
renewed. Management has a continued plan to explore. In the Tulu Kapi Gold
Project Information Memorandum dated March 2024 there were no indicators of
impairment. TKGM license developments are reflected in Note 13.
Estimates:
Share based payments.
Equity-settled share awards are recognized as an expense based on their fair
value at date of grant. The fair value of equity settled share options is
estimated using option valuation models, which require inputs such as the
risk-free interest rate, expected dividends, expected volatility and the
expected option life, and is expensed over the vesting period. Some of the
inputs used are not market observable and are based on estimates derived from
available data.
The models utilized are intended to value options traded in active markets.
The share options issued by the Group, however, have several features that
make them incomparable to such traded options. The variables used to measure
the fair value of share-based payments could have a significant impact on that
valuation, and the determination of these variables require a significant
amount of professional judgement.
A minor change in a variable which requires professional judgement, such as
volatility or expected life of an instrument, could have a quantitatively
material impact on the fair value of the share-based payments granted, and
therefore will also result in the recognition of a higher or lower expense in
the Consolidated Statement of Comprehensive Income. Judgement is also
exercised in assessing the number of options subject to non-market vesting
conditions that will vest. These judgments are reflected in note 18.
6. Operating segments
The Group has two principal operating activities, being mineral exploration
and corporate activities. Mineral exploration activities are undertaken in
Ethiopia and through the Group's exploration investment interests in the
Kingdom of Saudi Arabia, while corporate costs, including administration and
management, are incurred principally in Cyprus. The Board of Directors is the
Group's Chief Operating Decision Maker ("CODM") for the purposes of IFRS 8.
The CODM reviews performance and allocates resources on the basis of Ethiopia,
Saudi Arabia and Corporate activities. Accordingly, segment information is
presented on this basis.
Corporate Ethiopia Saudi Arabia Adjustments Consolidated
£'000 £'000 £'000 £'000 £'000
2024 (Restated)
Corporate costs (5,638) (155) - (487) (6,280)
Foreign exchange gain/(loss) (236) 219 - 361 344
Gain on Dilution of Joint Venture - - 832 - 832
Net Finance costs (2,670) - - - (2,670)
(Operating (loss)/gain before fair value movements (8,544) 64 832 (126) (7,774)
Fair value movement on GMCO (IFRS 9) 6,086 - 6,086
Share of loss from jointly controlled entity - - (391) - (391)
Reversal of Impairment of jointly controlled entity - - 3,285 - 3,285
(8,544) 64 9,812 (126) 1,206
Profit / (Loss) before tax
Tax - - - - -
Profit / (Loss) for the year (8,544) 64 9,812 (126) 1,206
Total Non-Current Assets 31,403 26,216 6,432 (19,103) 44,948
Total assets 31,631 26,561 6,432 (19,093) 45,531
Total liabilities 5,699 958 - (203) 6,454
Corporate Ethiopia Saudi Arabia Adjustments Consolidated
£'000 £'000 £'000 £'000 £'000
2025
Corporate costs (5,822) (236) - - (6,058)
Foreign exchange gain/(loss) 60 179 - (111) 128
Net Finance costs (3,231) - - - (3,231)
Operating (loss)/gain before fair value movements (8,993) (57) - (111) (9,161)
Fair value movement on GMCO (IFRS 9) - - (533) - (533)
Loss before tax (8,993) (57) (533) (111) (9,694)
Tax - - - - -
Loss for the year (8,993) (57) (533) (111) (9,694)
Total Non-Current Assets 44,469 30,974 5,955 (28,420) 52,978
Total assets 50,750 34,375 5,955 (26,722) 64,358
Total liabilities 6,046 1,109 - - 7,155
7. Expenses by nature
2025 2024
£'000 £'000
Exploration Cost - -
Depreciation of property, plant and equipment (Note 12) 13 18
Directors' fees and other benefits (Note 21.1) 1,625 1,164
Consultants' costs 340 477
Auditors' remuneration 233 189
Legal Costs 965 1,988
Ongoing Listing Costs 421 330
Other expenses 507 524
Financial Project Advisory Costs 917 890
Shareholder Communications 676 314
Travelling Costs 328 338
Total Administrative Expenses 6,025 6,232
Share of losses from jointly controlled entity (Note 6 and Note 14.2) - 391
Impairment / (Reversal of impairment) of jointly controlled entity (Note14.2) - (3,285)
Share based option benefits to directors (Note 18) - -
Share based benefits to employees (Note 18) - -
Share based benefits to key management (Note 18) - -
Share based benefits to suppliers - 35
Cost for long term project finance (Note 9.2) 677 260
Operating loss 6,702 3,633
The Company only capitalises direct evaluation and exploration costs for the
Tulu Kapi gold project in Ethiopia.
8. Staff costs
2025 2024
£'000 £'000
Salaries 1,494 1,188
Social insurance costs and other funds 132 126
Costs capitalised as exploration (1,471) (1,230)
Net Staff Costs 155 84
Average number of employees 64 58
Excludes Directors' remuneration and fees which are disclosed in note 21.1. TK
project direct staff costs of £1,471,000 are capitalised in evaluation and
exploration costs and all remaining salary costs are expensed. Most of the
group employees are involved in Tulu Kapi Project in Ethiopia
9. Finance costs and other transaction costs
2025 2024
£'000 £'000
9.1 Total finance costs
Interest on short term loan 2,587 2,410
Total finance costs 2,587 2,410
9.2 Total other transaction costs
Cost for long term project finance 677 260
Total other transaction costs 677 260
The above costs for long term project finance relate to pre-investigation
activities required to fund TK Gold project.
10. Tax
2025 2024
£'000 £'000
Profit/ (Loss) before tax (9,694) 1,206
Tax calculated at the applicable tax rates at 12.5% (1,219) 158
Tax effect of non-deductible expenses 842 727
Tax effect of tax losses 384 373
Tax effect of items not subject to tax (7) (1,258)
Charge for the year - -
2025
2024
£'000
£'000
Profit/ (Loss) before tax
(9,694)
1,206
Tax calculated at the applicable tax rates at 12.5%
(1,219)
158
Tax effect of non-deductible expenses
842
727
Tax effect of tax losses
384
373
Tax effect of items not subject to tax
(7)
(1,258)
Charge for the year
-
-
The Company is resident in Cyprus for tax purposes. A deferred tax asset of
£1,880k (2024: £2,326k) has not been accounted for due to the uncertainty
over future recoverability.
Cyprus
The corporation tax rate is 12.5%. Under certain conditions interest income
may be subject to defence contribution at the rate of 17%. In such cases this
interest will be exempt from corporation tax. In certain cases, dividends
received from abroad may be subject to defence contribution at the rate of
17%. Due to tax losses sustained in the year, no tax liability arises on the
Company. Under current legislation, tax losses may be carried forward and be
set off against taxable income of the five succeeding years. As at 31 December
2025, the balance of tax loss which is available for offset against future
taxable profits amounts to £15,036k (2024: £ 18,446k) Generally, loss of one
source of income can be set off against income from other sources in the same
year. Any loss remaining after the set off is carried forward for relief over
the next 5 year period.
Tax Year 2021 2022 2023 2024 2025 Total
£'000 £'000 £'000 £'000 £'000 £'000
Losses carried forward (2,292) (4,709) (2,230) (2,845) (2,960) (15,036)
Ethiopia
KEFI Minerals (Ethiopia) Limited, KEFI Minerals (Ethiopia) Holding Share
Company and Tulu Kapi Gold Mine Share Company are subject to other direct and
indirect taxes in Ethiopia through its foreign operations. The mining industry
in Ethiopia is relatively undeveloped. As a result, tax regulations relating
to mining enterprises are evolving. There are transactions and calculations
undertaken during the ordinary course of business for which the ultimate tax
determination is uncertain. The Group recognises liabilities for anticipated
tax audit issues based on estimates of whether additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts
that were initially recorded, such differences will impact the current and
deferred tax provisions in the period in which such determination is made.
The government of Ethiopia cut the corporate income tax rate for miners to 25%
more than three years ago from 35% and has lowered the precious metals royalty
rate to 7% from 8%. According to the Proclamation, holders of a mining licence
are required to pay royalty on the sales price of the commercial transaction
of the minerals produced. Development expenditure of a licensee or contractor
shall be treated as a business intangible with a useful life of four years. If
a licensee or contractor incurs development expenditure before the
commencement of commercial production shall apply on the basis that the
expenditure was incurred at the time of commencement of commercial production.
The mining license stipulates that every mining company should allocate 5%
free equity shares to the Government of Ethiopia.
United Kingdom
KEFI Minerals (Ethiopia) Limited is resident in United Kingdom for tax
purposes. The corporation tax rate is 19%. In December 2016, KEFI Minerals
(Ethiopia) Limited elected under CTA 2009 section 18A to make exemption
adjustments in respect of the Company's foreign permanent establishment's
amounts in arriving at the Company's taxable total profits for each relevant
accounting period. This is an exemption for UK corporation tax in respect of
the profits of the Ethiopian branch.
11. Profit / (Loss) per share
The calculation of the basic and fully diluted loss per share attributable to
the ordinary equity holders of the parent is based on the following data:
Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
Net Profit /(loss) attributable to equity shareholders (9,694) 1,206
Net Profit /(loss) for basic and diluted loss attributable to equity (9,694) 1,206
shareholders
Weighted average number of ordinary shares for basic loss per share (000's) 8,864,751 5,890,502
Weighted average number of ordinary shares for diluted loss per share (000's) 9,000,234 6,154,936
Profit /(Loss) per share:
Basic (loss)/profit per share (pence) (0.11) 0.02
Basic diluted (loss)/profit per share (pence) (0.11) 0.02
There was no impact on the weighted average number of shares outstanding
during 2025 as all Share Options and Warrants were excluded from the weighted
average dilutive share calculation because their effect would be anti-dilutive
and therefore both basic and diluted earnings per share are the same in 2025.
12. Property, plant and equipment
Motor Vehicles Plant and equipment Furniture, fixtures and office equipment Total
£'000
£'000 £'000
£'000
The Group
Cost
At 1 January 2024 113 125 141 379
Additions - 33 9 42
Write-offs - - - -
At 31 December 2024 113 158 150 421
Additions 30 - 16 46
Reclassifications (10) (21) - (31)
At 31 December 2025 133 137 166 436
Accumulated Depreciation
At 1 January 2024 76 103 100 279
Charge for the year 2 5 11 18
Write offs - - - -
At 31 December 2024 78 108 111 297
Charge for the year 4 2 7 13
Write offs - - - -
At 31 December 2025 82 110 118 310
Net Book Value at 31 December 2025 51 27 48 126
Net Book Value at 31 December 2024 35 50 39 124
The above property, plant and equipment is in Ethiopia.
13. Intangible assets
Total exploration and project evaluation cost
£'000
The Group
Cost
At 1 January 2024 34,982
Additions 3,676
At 31 December 2024 38,658
Additions 5,848
At 31 December 2025 44,506
Accumulated Amortization and Impairment
At 1 January 2024 266
At 31 December 2024 266
Impairment Charge for the year
At 31 December 2025 266
Net Book Value at 31 December 2025 44,240
Net Book Value at 31 December 2024 38,392
Costs can only be capitalised after the entity has obtained legal rights to
explore in a specific area but before extraction has been demonstrated to be
both technically feasible and commercially viable.
The addition of £5.8 million is directly associated with the TKGM gold
exploration project expenditure and is capitalized as intangible exploration
and evaluation cost. Such exploration and evaluation expenditure include
directly attributable internal costs incurred in Ethiopia and services
rendered by external consultants to ensure technical feasibility and
commercial viability of the TKGM project. The value included as Project
Exploration and Evaluation costs in the Statement of Cash Flows is affected by
the net movements between the intangible assets creditors at 31 December 2024
and the value of these at 31 December 2025, hence it does not match with the
Additions to Intangible Assets.
The Company TKGM mining licence is in good standing to 2035 subject to normal
compliance of Ethiopian mining regulations.
14. Investments
14.1 Investment in subsidiaries
The Company Year Ended Year Ended 31.12.24
31.12.25 £'000
£'000
Cost
At 1 January 31,402 16,253
Additions 10,409 640
Intercompany loans converted to equity - 14,509
At 31 December 41,811 31,402
The Company carrying value of KEFI Minerals Ethiopia which holds the
investment in the Tulu Kapi Gold project currently under development is
£41,811,000 as at the 31 December 2025.
Reclassification of Shareholder Loans to Equity
During the financial year ended 31 December 2024, the Company converted
shareholder loans to investment in subsidiaries. The loan, amounting to
£14,509,000, had no fixed repayment terms and was subordinate to all other
debt obligations. This reclassification has resulted in:
· An increase in investment of £14,509,000.
· A corresponding decrease in shareholder loans of £14,509,000.
· No impact on the statement of profit or loss for the year.
During the year, an indicator of impairment review was conducted by the
management under IAS 36, and no indicators were identified.
.
Date of acquisition/ Effective
incorporation Country of incorporation proportion of
Subsidiary companies shares held
Mediterranean Minerals (Bulgaria) EOOD 08/11/2006 Bulgaria 100%-Direct
KEFI Minerals (Ethiopia) Limited 30/12/2013 United Kingdom 100%-Direct
KEFI Minerals Marketing and Sales Cyprus Limited 30/12/2014 Cyprus 100%-Direct
KEFI Minerals (Ethiopia) Holding Share Company 03/09/2025 Ethiopia 100%-Indirect
Tulu Kapi Gold Mine Share Company 31/04/2017 Ethiopia 95%-Indirect
Subsidiary companies The following companies have the address of:
Mediterranean Minerals (Bulgaria) EOOD 10 Tsar Osvoboditel Blvd., 3rd floor, Sredets Region, 1000 Sofia, the Republic
of Bulgaria.
KEFI Minerals (Ethiopia) Limited 27/28 Eastcastle Street, London, United Kingdom W1W 8DH.
KEFI Minerals Marketing and Sales Cyprus Limited 2 Kadmou, Wisdom Tower, 1(st) Floor, 1105 Nicosia, Cyprus.
KEFI Minerals (Ethiopia) Holding Share Company 2(nd) Floor, Tirtira Building, Bole Sub-City, Woreda 03 House No. 526, Addis
Ababa, Ethiopia
Tulu Kapi Gold Mine Share Company 1(st) Floor, DAMINAROF Building, Bole Sub-City, Kebele 12/13, H.No, New.
The Company owns 100% of Kefi Minerals (Ethiopia) Limited ("KME")
On 8 November 2006, the Company entered into an agreement to acquire from
Atalaya Mining PLC (previously EMED) the whole of the issued share capital of
Mediterranean Minerals (Bulgaria) EOOD, a company incorporated in Bulgaria, in
consideration for the issue of 29,999,998 ordinary shares in the Company.
Mediterranean Minerals (Bulgaria) EOOD owned 100% of the share capital of
Doğu Akdeniz Mineralleri ("Dogu"), a private limited liability Company
incorporated in Turkey, engaging in activities for exploration and developing
of natural resources. Dogu was liquidated in 2020.
KME owns 95% of Tulu Kapi Gold Mine Share Company ("TKGM"), a company
incorporated in Ethiopia which operates the Tulu Kapi project. The Tulu Kapi
Gold Project mining license has been transferred to TKGM. The Government of
Ethiopia is entitled to a 5% free-carried interest ("FCI") in TKGM. This
entitlement is enshrined in the Ethiopian Mining Law and the Ethiopian Mining
Agreement between the Ethiopian Government and KME, as well as the
constitution of the project company and is granted at no cost. The 5% FCI
refers to the equity interest granted by the company holding the mining
license. The Ethiopian Government has also undertaken to invest a further
USD$20,000,000 (Ethiopian Birr Equivalent) in associated project
infrastructure in return for the issue of additional equity on normal
commercial terms ranking pari passu with the shareholding of KME. Such
additional equity is not entitled to a free carry. Upon completion of each
element of the infrastructure and approval by the Company, related additional
equity will be issued. At the date of this report no equity was issued.
The Company owns 100% of KEFI Minerals Marketing and Sales Cyprus ("KMMSC"), a
Company incorporated in Cyprus. The KMMSC was dormant for the year ended 31
December 2025 and 2024. KEFI Minerals Marketing and Sales Cyprus holds the
right to market gold produced from the Tulu Kapi Gold Project. It holds no
other assets. It is planned that KMMSC will act as agent and off-taker for the
onward sale of gold and other products in international markets.
KEFI Minerals (Ethiopia) Holding Share Company ("KMEH") was established in
Ethiopia during the year as a holding company for the Group's Ethiopian
interests. KMEH was incorporated by KEFI Minerals (Ethiopia) Limited, United
Kingdom, to hold and oversee investments in Tulu Kapi Gold Mine Share Company
("TKGM") and other Ethiopian subsidiaries
14.1 Investment in GMCO
Gold & Minerals Co. Limited ("GMCO") is a private company incorporated in
the Kingdom of Saudi Arabia, engaged in gold and base metals exploration. Its
registered address is Olaya District, 659, King Fahad Road, Riyadh, Kingdom of
Saudi Arabia. GMCO was established in May 2009 as a jointly controlled entity
with Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR").
KEFI provides GMCO with technical advice and assistance, including personnel
to support exploration and technical studies. ARTAR provides administrative
advice and assistance. GMCO has five directors, of whom one is nominated by
KEFI.
KEFI's shareholding in GMCO at each measurement date was as follows:
Date Shareholding
31 January 2024 24.75%
31-Dec-24 15.34%
31-Dec-25 13.35%
On 8 October 2025 an extraordinary general meeting of GMCO shareholders
approved a resolution to increase GMCO's capital, reducing KEFI's ownership
from 15.34% to 13.35%. The formal registration of the revised shareholding
with the Saudi Ministry of
Commerce was completed on 20 February 2026; however, KEFI considers the
economic substance of the reduction effective from October 2025 in accordance
with the shareholders' agreement.
As at 31 December 2025, the Group owed ARTAR £400,000 (2024: £347,000) - see
Note 20.1.
Date of acquisition/ Country of incorporation Effective proportion of shares held
incorporation
GMCO investment
Gold and Minerals Co. Limited (GMCO) 04/08/2010 Saudi Arabia 13%-Direct
Classification and Valuation Technique
At 31 December 2025, the Company holds a non-controlling equity interest of
13% (2024 - 15%) in Gold and Minerals Co. Ltd ("GMCO"), an unlisted private
company incorporated in Saudi Arabia and operating in mineral exploration. The
investment is classified as a financial asset at fair value through profit or
loss and is measured at fair value at each reporting date.
Due to the absence of quoted prices in active markets for identical
instruments, the fair value of the investment is categorised within Level 3 of
the fair value hierarchy under IFRS 13 at all measurement dates.
14.2.1 Valuation technique
The fair value of the investment has been determined using a market approach,
which estimates value by reference to market multiples derived from comparable
companies. Specifically, the valuation applies a Resource multiple (£/oz) to
GMCO's resources, adjusted for differences between GMCO and the comparable
companies.
This valuation technique is considered appropriate as it reflects how market
participants would price a similar asset at the measurement date.
14.2.2 Valuation framework
The fair value assessment is performed annually by management using financial
models. Key assumptions, including the selection of comparable companies and
valuation multiples, are reviewed and approved by senior management. Where
appropriate, external valuation specialists are engaged to support
management's assessment.
14.2.3 Fair Value Hierarchy
£'000 Level 1 Level 2 Level 3 Total
GMCO - unlisted private equity investment (31 Dec 2025) - - 5,955 5,955
GMCO - unlisted private equity investment (31 Dec 2024 restated) - - 6,432 6,432
14.2.4 Significant Unobservable Inputs
The following table summarises the significant unobservable inputs used in the
valuation:
Input 31 Dec 2025 31 Dec 2024 Description
Resources (oz) 3,625 koz 3,594 koz GMCO total in-situ mineral resources at the measurement date (Hawiah, Jibal
Qutman and Al Godeyer on a 100% basis), expressed as gold-equivalent ounces.
AuEq AuEq
Resource multiple (£/oz) £13.99 /oz AuEq £13.82 /oz AuEq Blended value-weighted average of median comparable transaction multiples (),
derived fromp peers screened by commodity type, development stage and
geographic region.
Discount for lack of control (DLOC) 20% 20% Applied consistently at all measurement dates. Derived from control premium
ranges observed in independent expert reports
14.2.5 Level 3 Fair Value Reconciliation
All gains and losses in the reconciliation below are recognised in 'Fair value
gain/(loss) on investments' in the consolidated income statement (IFRS
13.93(e)(i)). No amounts are recognised in other comprehensive income.
Additions represent KEFI's contributions to maintain its proportionate holding
in GMCO, amounting to £346K in 2024 and £56K in 2025. No transfers between
hierarchy levels took place in either period.
Movement Year Ended 31.12.25 £'000 Year Ended 31.12.24 (Restated) £'000
Opening balance 6,432 -
Fair value gain/(loss) - net movement in year (533) 6,086
Additions / issuances / settlements 56 346
Transfers into / (out of) Level 3 - -
Closing balance 5,955 6,432
The 2024 Fair value gain represents the IFRS 13 fair value as at 31 December
2024 and the 2025 movement of £(533K) reflects changes in the resource
multiple-based valuation. Additions represent additional capital contributions
by KEFI to maintain its proportionate interest and do not pass through profit
or loss. All gains and losses are unrealised as the investment was held
throughout both period
14.2.6 Sensitivity Analysis
The valuation of the Company's equity interest in GMCO relies on Level 3
unobservable inputs, primarily the estimated fair value of the underlying
mineral assets (derived via market approach multiples) and the Discount for
Lack of Control (DLOC).
The table below summarizes the effect on fair value of reasonably possible
changes in these key unobservable inputs, holding all other assumptions
constant:
Key Unobservable Input Base Assumption Change in Assumption 31.12.25 31.12.24
Favourable £'000 Unfavourable £'000 Favourable £'000 Unfavourable £'000
EV/Au-eq oz multiple (Hawiah VMS; Jibal Qutman gold; Al Godeyer) 2025:£13.99 /oz 2024:£13.82 +/- 10% 542 (542) 610 (610)
/oz AuEq
+/- 20% 1,083 (1,083) 1,219 (1,219)
Discount for Lack of Control 20% discount applied to KEFI's attributable share of GMCO adjusted net assets -/+ 5% 372 (372) 402 (402)
-/+ 10% 744 (744) .804 (804)
15. Trade and other receivables
15.1 Current Trade and other receivables
Year Ended 31.12.25 Year Ended
£'000 31.12.24
£'000
The Group
Prepayments & other receivables 2,102 126
VAT receivable 506 272
2,608 398
The Company Year Ended 31.12.25 Year Ended
£'000 31.12.24
£'000
Prepayments 128 107
128 107
15.2 Non-current Trade and other receivables
Year Ended 31.12.25 Year Ended
£'000 31.12.24
£'000
The Group
Prepayments 449 -
Deferred financing cost 2,208 -
2,657 -
The Company Year Ended 31.12.25 Year Ended
£'000 31.12.24
£'000
Prepayments 449 -
Deferred financing cost 2,208 -
2,657 -
15.3 Receivables from subsidiaries
Year Ended 31.12.25 Year Ended
£'000 31.12.24
£'000
The Company
Receivable from KEFI Minerals (Ethiopia) Holding Limited (Note 21.2) (3) - -
Receivable from KEFI Minerals (Ethiopia) Limited (Note 21.2) ² - 5,023
Receivable from Tulu Kapi Gold Mine Share Company (Note 21.2) ¹ - 9,486
Total Advances to Ethiopian Subsidiaries - 14,509
Expected credit loss - (486)
Receivable Classified as Equity during the year - (14,509)
Net Receivable Balance - (486)
Expected credit loss reversal - 486
Total Receivables from Subsidiaries - -
The Company had loans outstanding from its Ethiopian subsidiaries, the
ultimate realisation of which depends on the successful exploration and
realisation of the Group's intangible exploration assets. operating liquidity
needs.
During the financial year ended 31 December 2025, the Ethiopian subsidiaries
had shareholder loans amounting to £nil (2024: £14,509,000). The shareholder
loans in respect of the previous financial year were recorded as Investments
in subsidiaries on 1 July 2024 as the Company converted these loans to equity
in the subsidiaries.
¹ˌ² ³ During the year, the Company advanced £7,378,000 (2024:
£2,745,000) to Tulu Kapi Gold Mine Share Company, £100,100 (2024: £5,100)
to Kefi Minerals (Ethiopia) Limited, and £150,000 (2024: £nil) to Kefi
Minerals (Ethiopia) Holding Limited.
In accordance with management's assessment that these amounts represent
capital contributions rather than repayable loans, these balances were
reclassified from intercompany receivables to investments in subsidiaries
during the year.
As a result of this reclassification, the balances are no longer recognised
within intercompany receivables at the reporting date.
In 2024 due to Management's reclassification of intercompany loans as equity,
the expected credit loss provision of £486,000 was no longer required and was
reversed.
16. Cash and cash equivalents
Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
The Group
Cash at bank and in hand unrestricted 8,772 185
8,772 185
The Company
Cash at bank and in hand unrestricted 6,153 120
Cash at bank restricted - -
6,153 120
17. Share capital
Issued Capital
The articles of association of the Company were amended in 2010 and the
liability of the members of the Company is limited.
Issued and fully paid
Number of shares '000 Share Capital Deferred Share premium Total
Shares
At 1 January 2024 4,965,125 4,965 23,328 48,922 77,215
Share Equity Placement 8 March 2024 832,653 833 - 4,163 4,996
Share Equity Placement 26 March 2024 83,333 83 - 417 500
Share Equity Placement 28 May 2022 177,982 178 - 1,180 1,358
Share Equity Placement 3 Dec 2024 988,496 988 - 4,448 5,436
Share issue costs - - - (570) (570)
Broker warrants: issue costs - - - (104) (104)
At 31 December 2024 7,047,589 7,047 23,328 58,456 88,831
Number of shares '000 Share Capital Deferred Share premium Total
Shares
At 1 January 2025 7,047,589 7,047 23,328 58,456 88,831
Share Equity Placement 3 January 2025 933,170 933 - 4,199 5,132
Share Equity Placement 21 May 2025 1,381,818 1,383 - 6,217 7,600
Exercise of Warrants 23 September 2025 68,797 69 - 310 379
Exercise of Warrants 6 October 2025 39,285 39 - 236 275
Exercise of Warrants 8 October 2025 18,750 19 - 94 113
Exercise of Warrants 15 October 2025 38,352 38 - 176 214
Share Equity Placement 30 December 2025 1,213,404 1,213 - 14,561 15,774
Share issue costs - - - (1,046) (1,046)
Broker warrants: issue costs - - - (1,038) (1,038)
At 31 December 2025 10,741,165 10,741 23,328 82,165 116,234
Number of Deferred Shares £'000 £'000
Deferred Shares 1.6p 2025 2024 2025 2024
At 1 January 680,768 680,768 10,892 10,892
At 31 December 680,768 680,768 10,892 10,892
Deferred Shares 0.9p 2025 2024 2025 2024
At 1 January 1,381,947 1,381,947 12,436 12,436
At 31 December 1,381,947 1,381,947 12,436 12,436
Total 31 December 2,062,715 2,062,715 23,328 23,328
The deferred shares have no voting rights.
2024
During March 2024 the Company raised £5.5 million through the issue of
915,986,055 new ordinary shares of the Company at a placing price of 0.6 pence
per Ordinary Share. These new Ordinary Shares were admitted in two tranches,
832,652,722 on 08 March 2024 and 83,333,333 on 26 March 2024, following
shareholder approval of the conditional placement at a General Meeting of the
Company.
On the 28 May 2024 the Company admitted 177,981,851 new ordinary shares of the
Company at a placing price of 0.76 pence per Ordinary Share. These shares,
with a total value of £1.35 million, were allocated to key advisers as
compensation for their services.
The Company raised £5.5 million through the issue of 988,495,667 new Ordinary
Shares at a placing price of 0.55 pence per Ordinary Share.
Of the total value of £12.3 million raised during the year on issue of new
ordinary shares of the Company, £7.3 million (2023:4.3 million) was non-cash
due to being allocated for the settlement of liabilities (see Note 18.3).
2025
On the 3 January 2025 the Company raised £5.1 million through the issue of
933,169,817 new ordinary shares of the Company at a placing price of 0.55
pence per Ordinary Share.
On the 21 May 2025 the Company raised £7.6 million through the issue of
1,381,818,172 new ordinary shares of the Company at a placing price of 0.55
pence per Ordinary Share.
On the 30 December 2025 the Company raised £15.8 million through the issue of
1,213,403,499 new Ordinary Shares at a placing price of 1.3 pence per Ordinary
Share.
During the year brokers exercised 165,184,805 warrants which raised £0.98
million.
Of the total value of £29.5 million raised during the year on issue of new
ordinary shares of the Company, £11.2 million (2024: 7.2 million) was
non-cash due to being allocated for the settlement of liabilities (see Note
18.3).
Restructuring of share capital into deferred shares
On the 28 June 2019 at the AGM, shareholders approved that each of the
currently issued ordinary shares of 1.7p ("Old Ordinary Shares")
The Deferred Shares have no value or voting rights and were not admitted to
trading on the AIM market of the London Stock Exchange plc. No share
certificates were issued in respect of the Deferred Shares.
17. Share Based payments
18.1 Warrants
2024
During the financial year, the Company experienced a significant reduction in
the number of outstanding shareholder warrants. This reduction occurred due to
the expiration of 893,096,865 shareholder warrants that were previously issued
in two tranches:
· 393,096,865 short-term shareholder warrants issued in accordance
with the January 2022 share placement, exercisable at 1.6p per share
· 500,000,000 shareholder warrants authorized in April and May
2022, exercisable at 1.6p per share
In accordance with the terms of issuance, these warrants were subject to the
following conditions:
· Exercise period of two years from the date of Admission
· Exercise contingent upon a "Warrant Trigger Event" (share price
reaching or exceeding 2.4p for five consecutive days)
· Mandatory exercise within 30 days if the Trigger Event occurred
· Automatic expiration at the end of the two-year period if not
exercised
As the Warrant Trigger Event did not occur during the specified period, and
the two-year term has now elapsed, these warrants have expired in accordance
with their terms and conditions. This expiration accounts for the material
reduction in the number of outstanding warrants reported in the current
financial statements compared to the previous reporting period.
During March 2024, the Company issued 37,500,000 broker warrants to Tavira
Securities Limited pursuant to the Placing Agreement. These warrants entitle
the holder to subscribe for new ordinary shares of 0.1p each at an exercise
price of 0.6p per share. The warrants have a three-year term from the date of
Second Admission. The fair value of these warrants was determined using the
Black-Scholes valuation model and allocated against the share premium account
in accordance with IFRS requirements.
In March 2024, the Company issued 12,400,000 Adviser Warrants to an Advisor as
compensation for services provided over the previous 12 months. These warrants
entitle the holder to subscribe for new ordinary shares of 0.1p each at an
exercise price of 0.6p per share. The warrants have a three-year term from the
date of Second Admission. The fair value of these warrants was recognized as
an expense in the income statement in accordance with IFRS 2 'Share-based
Payment'
During January 2025, the Company issued 68,796,818 broker warrants to Tavira
Securities Limited pursuant to the Placing Agreement. These warrants entitle
the holder to subscribe for new ordinary shares of 0.1p each at an exercise
price of 0.55p per share. The warrants have a three-year term from the date of
Second Admission. The fair value of these warrants was determined using the
Black-Scholes valuation model and allocated against the share premium account
in accordance with IFRS requirements.
During May 2025, the Company issued 65,454,546 broker warrants to Tavira
Securities Limited pursuant to the Placing Agreement. These warrants entitle
the holder to subscribe for new ordinary shares of 0.1p each at an exercise
price of 0.55p per share. The warrants have a three-year term. The fair value
of these warrants was determined using the Black-Scholes valuation model and
allocated against the share premium account in accordance with IFRS
requirements.
2025
During December 2025, the Company issued 69,230,769 broker warrants to Tavira
Securities Limited pursuant to the Placing Agreement. These warrants entitle
the holder to subscribe for new ordinary shares of 0.1p each at an exercise
price of 1.30p per share. The warrants have a three-year term from the date of
Admission. The fair value of these warrants was determined using the
Black-Scholes valuation model and allocated against the share premium account
in accordance with IFRS requirements.
During the year brokers exercised 165,184,805 warrants which raised £0.98
million.
Details of warrants outstanding as at 31 December 2025:
Grant date Expiry date Exercise price Expected Life Years Number of warrants
000's
26 Mar 2024 26 Mar 2027 0.60p 3 years 25,525
21 May 2025 21 May 2028 0.55p 3 years 32,727
22 Dec 2025 22 Dec 2028 1.30p 3 years 69,231
127,483
Weighted average ex. Price Number of warrants 000's
Outstanding warrants at 1 January 2025 0.72p 164,186
- granted 0.81p 203,482
- cancelled/expired/forfeited 0.80p (75,000)
- exercised 0.59p (165,185)
Outstanding warrants at 31 December 2025 0.97p 127,483
The estimated fair values of the warrants were calculated using the Black
Scholes option pricing model and Trinomial Model when deemed more appropriate.
The inputs into the model and the results for warrants and options granted
during the year are as follows:
Warrants
03-Jan-25 21-May-25 22-Dec-25
Closing share price at issue date 0.50p 0.57p
1.45p
Exercise price 0.55p 0.55p 1.3p
Expected volatility 69% 70% 68%
Expected life 3yrs 3yrs 3yrs
Risk free rate 4.21% 4.04% 3.79%
Expected dividend yield Nil Nil Nil
Estimated fair value 0.15p 0.27p 0.73p
Expected volatility was estimated based on the historical underlying
volatility in the price of the Company's shares.
Share options reserve table Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
Opening amount 1,948 3,675
Broker Warrants issued costs 785 104
Adviser warrants issue costs - 35
Share options charges relating to employees (Note18) - -
Share options issued to directors and key management (Note 18) - -
Share options issued to advisor (Note 18) - -
Forfeited options - -
Exercised warrants (368) -
Expired warrants (315) (1,663)
Expired options (1,116) (203)
Closing amount 934 1,948
18.2 Share options reserve
Details of share options outstanding as at 31 December 2025:
Grant date Expiry date Exercise price Number of shares 000's
12-Sep-23 11-Sep-30 0.60p 8,000
8,000
Weighted average ex. Price Number of shares000's
Outstanding options at 1 January 2025 2.39p 100,249
- granted - -
- forfeited 2.55p (92,249)
- cancelled/ expired
Outstanding options at 31 December 2025 0.60p 8,000
For 2025, the impact of share option-based payments is a net charge to income
of £nil (2024: £35,000). At 31 December 2025, the equity reserve recognized
for share option-based payments, including warrants, amounted to £934,000
(2024: £1,948,000).
18.3 Share Payments for services rendered and obligations settled.
2024 Year
During the year the company granted the issuance of 1,192,937,000 new Ordinary
shares which were distributed across the following placements:
March 2024 Share Placement of 461,125,000
After the General Meeting held in March 2024, the Company authorized the
issuance of 461,125,000 new Ordinary shares at a placing price of 0.06 pence
to fulfil financial obligations totalling £2.8 million
May 2024 Share Placement of 177,981,851
The Company has issued 177,981,851 new ordinary shares of 0.1 pence each at a
price of 0.763 pence per Ordinary Share, equivalent to the mid-market closing
price on 20 May 2024. These shares, with a total value of £1.35 million, were
allocated to key advisers as compensation for their services in support of
strategic initiatives that require attention following the commencement of the
Early Works Programme at our Tulu Kapi Gold Project in Ethiopia.
December 2024 Share Placement of 553,830,182
During December, the Company resolved its liabilities and other obligations
amounting to £3.05million by issuing 553.830,182 new Ordinary Shares at a
placing price of 0.55 pence per Ordinary Share.
2025 Year
During the year the company granted the issuance of 1,110,052,380 new Ordinary
shares which were distributed across the following placements:
January 2025 Share Placement of 274,641,545
After the General Meeting held in January 2025, the Company authorized the
issuance of 274,641,545 new Ordinary shares at a placing price of 0.055 pence
to fulfil financial obligations totalling £1.5 million
May 2025 Share Placement of 154,545,455
During December, the Company resolved its liabilities and other obligations
amounting to £0.85 million, by issuing 154,545,455 new Ordinary Shares at a
placing price of 0.55 pence per Ordinary Share.
December 2025 Share Placement of 680,865,381
During December, the Company resolved its liabilities and other obligations
amounting to £8.9million by issuing 680,865,381 new Ordinary Shares at a
placing price of 1.3 pence per Ordinary Share.
The total shares set off during 2025 and 2024 for services and obligations was
as follows:
2025 2024
Name Number of Remuneration and Settlement Shares Amount Number of Remuneration and Settlement Shares Amount
'000 £'000 '000 £'000
For services rendered and obligations settled - 33,333
H Anagnostaras-Adams
- 200
J Leach 45,455 16,667 100
250
Other employees and PDMRs 56,789 312 - -
Amount to settle other Bonus Obligations 16,667 100
Amount to settle other Obligations 224,496 1,523 259,259 1,801
Total share-based payments 326,740 2,085 325,926
2,201
Amount to settle loans
Unsecured working capital bridging finance 783,313 9,126 867,011
4,970
1,110,053 11,211 1,192,937 7,171
The parties above agreed that the amounts subscribed in the share placements
during the year be set-off against the amount due by the Company at the date
of the share placement.
19. Non-Controlling Interest ("NCI")
Year Ended
£'000
As at 1 January 2024 1,709
Acquisitions of NCI -
Impact of 5% free carry on additions to assets during the year 196
Result for the year -
As at 1 January 2025 1,905
Acquisitions of NCI -
Impact of 5% free carry on additions to assets during the year 512
As at 31 December 2025 2,417
During 2018, the Government of Ethiopia received its 5% free carried interest
acquired in the Tulu Kapi Gold Project. The group recognized an increase in
non-controlling interest in the current year of £512,000 and a decrease in
equity attributable to owners of the parent of £196,000.
The NCI of £2,417,000 (2024: £1,905,000) represents the 5% share of the
Group's assets of the TKGM project which are attributable to the Government of
Ethiopia
The Mining Proclamation entitles the Government of Ethiopia (GOE) to 5% free
carried interest in TKGM. The 5% NCI reflects the government interest in the
TKGM gold project. The GOE is not required to pay for the 5% free carry
interest. The GOE can acquire additional interest in the share capital of the
project at market price. The GOE has committed US $20,000,000 to install the
off-site infrastructure in exchange for earning equity in Tulu Kapi Gold Mine
Share Company. The shareholder agreement signed with the GOE in April 2017
states that once the infrastructure elements are properly constructed and
approved by Company the relevant shares will be issued to Ministry of Finance
and Economic Cooperation (MOFEC)
The financial information for Tulu Kapi Gold Mine Project as at 31 December
2025:
Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
Amounts attributable to all shareholders
Non-current assets 46,052 38,514
Current assets
782 280
Cash and Cash equivalents
2,623 65
49,457 38,859
Equity
48,349 38,105
Current liabilities
1,108 754
49,457 38,859
Result for the year - -
20. Trade and other payables
20.1 Trade and other payables
The Group Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
Accruals and other payables 5,156 3,809
Other loans - -
Amount payable to ARTAR - fellow shareholder of GMCO (Note 14.2) 400 347
Payable to Key Management and Shareholder (Note 21.3) 1,424 1,559
6,980 5,715
Other loans are unsecured, interest free and repayable on demand.
The Company Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
Accruals and other payables 4,222 3,268
Amount payable to ARTAR - fellow shareholder of GMCO (Note 14.2) 400 347
Payable to Key Management and Shareholder (Note 21.4) 1,424 1,559
6,046 5,174
The fair values of trade and other payables due within one year approximate to
their carrying amounts as presented above.
21. Related party transactions
The following transactions were carried out with related parties:
21.1 Compensation of key management personnel
The total remuneration of key management personnel was as follows:
Year Ended Year Ended
31.12.25 31.12.24
£'000 £'000
Short term employee benefits:
¹Directors' consultancy fees 785 546
Directors' other consultancy benefits 40 265
Directors' bonus 800 -
²Key management fees 321 713
Key management other benefits - -
Key management bonus 250
2,196 1,524
Share based payments:
Directors' bonus - 353
Share option-based benefits to directors (Note 18) - -
Share option-based benefits other key management personnel (Note 18) - -
Key management bonus - 50
- 403
2,196 1,927
¹Directors' fees paid to the Executive Director Chairman and Finance Director
are paid to consultancy companies of which they are beneficiaries. Further
details on Directors' consultancy and other benefits are available on page 72.
In addition to the directors ²Key Management comprises Chief Operating
Officer and the Managing Director Ethiopia.
21.2 Transactions with shareholders and related parties
The Company
Name Nature of transactions Relationship 2025 2024
£'000 £'000
KEFI Minerals Marketing and Sales Cyprus Limited Finance Subsidiary - -
Tulu Kapi Gold Mine Share Company¹ Receivable Equity Subsidiary - -
Kefi Minerals (Ethiopia) Limited² Receivable Equity Subsidiary - -
- -
¹The TKGM and KME loans are denominated Birr. The Company bears the foreign
exchange risk on these loans and any movements in the Ethiopian Birr are
recorded in the income statement of the Company.
As a result of this reclassification, management has determined that expected
credit losses on these borrowings as at 31 December 2025 would be nil (2024:
nil). This is because expected credit losses are not required for assets
classified as equity in the Company's financial statements.
There was a was £nil expected credit loss provision in the statement of
profit or loss for the year ended 31 December 2025 (2024: 486,000).
21.3 Payable to related parties
The Group 2025 2024
£'000 £'000
Name Nature of transactions Relationship
Directors & PDMR Fees for services Key Management and Shareholder 1,424 1,559
1,424 1,559
21.4 Payable to related parties
The Company 2025 2024
£'000 £'000
Name Nature of transactions Relationship
Directors & PDMR Fees for services Key Management and Shareholder 1,424 1,559
1,424 1,559
22. Loans and Borrowings
22.1 Short-Term Working Capital Bridging Finance
Currency Interest Maturity Repayment
Unsecured working capital bridging finance GBP See table On Demand See table below
Bank Loan ETB 20% One Year 10 August 2026
2025
Unsecured working capital bridging finance Balance 1 Jan 2025 Drawdown Amount Transaction Costs Interest Repayment Repayment Year Ended
£'000 Shares Cash 31 Dec 2025
£'000 £'000 £'000
£'000 £'000 £'000
Repayable in cash in less than a year 525 7,803 - 2,587 (8,876) (2,039) -
Bank Loan Balance 1 Jan 2025 Drawdown Amount FX Gain Interest Repayment Repayment Year Ended
£'000 Shares Cash 31 Dec 2025
£'000
£'000
£'000
£'000 £'000 £'000
Repayable in cash in less than a year 214 186 (21) 10 - (214) 175
2024
Unsecured working capital bridging finance Balance 1 Jan 2024 Drawdown Amount Transaction Costs Interest Repayment Repayment Year Ended
£'000 Shares/Netting Cash 31 Dec 2024
£'000 £'000
£'000
£'000
£'000 £'000
Repayable in cash in less than a year 2,113 4,300 - 2,411 (4,971) (3,328) 525
2,113 4,300 - 2,411 (4,971) (3,328) 525
Bank Loan Balance 1 Jan 2024 Drawdown Amount FX Gain Interest Repayment Repayment Year Ended
£'000 Shares Cash 31 Dec 2024
£'000
£'000
£'000
£'000 £'000 £'000
Repayable in cash in less than a year - 424 (251) 41 - - 214
The short-term working capital finance is unsecured and ranks below other
loans. Although there was no binding agreement to convert the loans into
shares, the lenders agreed to convert and set off some of the debt into
shares.
Non-cash settlement of short-term working capital finance during the year was
£8,876,000 (2024: £4,971,000).
22.2 Reconciliation of liabilities arising from financing activities
2025 Reconciliation Cash Flows
Balance 1 Jan 2025 Inflow (Outflow) FX Gain Finance Costs Shares Balance 31 Dec 2025
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Unsecured working capital bridging finance
Short term loans 739 7,989 (2,253) (21) 2,597 (8,876) 175
739 7,989 (2,253) (21) 2,597 (8,876) 175
2024 Reconciliation
Balance 1 Jan 2024 Inflow (Outflow) Fair Value Movement Finance Costs Shares/Netting Balance 31 Dec 2024
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Unsecured working capital bridging finance
Short term loans 2,113 4,724 (3,328) (251) 2,452 (4,971) 739
2,113 4,724 (3,328) (251) 2,452 (4,971) 739
23. Contingent liabilities
Directors and Key Management Personnel are eligible for a performance-based
short-term incentive plan (STI), which is contingent upon securing credit
approvals from lenders.
24. Legal Allegations
In prior periods, a claim was brought against the Company by Demissie Asafa
Demissie (the "Claimant") for an alleged amount of GBP 5.1 million, relating
to alleged commission under a consultancy services agreement in connection
with the financing of the Tulu Kapi Gold Mine project. The Company defended
the claim in full and filed a counterclaim against the Claimant.
On 20 January 2025, the High Court of Justice (King's Bench Division)
dismissed all claims against the Company in their entirety. On 9 January 2026,
the Court of Appeal refused the Claimant permission to appeal, bringing the
matter to a final conclusion.
The matter related to a prior GBP 5.1 million claim by Demissie Asafa Demissie
concerning alleged commission payments linked to financing for the Tulu Kapi
Gold Mine project. The Company fully defended the claim and filed a
counterclaim. The High Court dismissed all claims against the Company on 20
January 2025, and the Court of Appeal refused permission to appeal on 9
January 2026, bringing the case to a final conclusion.
No provision has been recognised in these financial statements. The Directors
are satisfied, confirmed by the judicial outcome, that there was no probable
obligation at the reporting date.
25. Capital commitments
The Group has the following capital or other commitments as at 31 December
2025 £96,000 (2024: £140,000),
31 Dec 2025 31 Dec 2024
£'000 £'000
Contracted for: Tulu Kapi Project costs 96 140
26. Events after the reporting date
The following events occurred after the balance sheet date of 31 December 2025
and prior to the date of approval of these financial statements. All items
below are non-adjusting events and do not affect the amounts recognised in
these financial statements.
On 11 February 2026, the Company's subsidiary Tulu Kapi Gold Mines S.C.
("TKGM") entered into a US$20 million equity-ranking gold royalty agreement
with Chancery Royalty Limited, forming part of the US$340 million Tulu Kapi
project finance package. The royalty is payable only alongside distributions
by TKGM to its shareholders.
On 18 February 2026, the Company issued 9,818,182 ordinary shares of 0.1 pence
each at 0.55 pence per share following the exercise of broker warrants issued
in May 2025, for gross proceeds of £54,000.
During March 2026, the Company concluded a placement, issuing 2,964,194,769
new ordinary shares at a price of 1.2 pence per share, generating
£35.6million in proceeds.
Name Number of Subscription Shares Amount
'000 £'000
Cash Placement 2,893,146 34,718
Current liabilities
For services rendered 71,049 852
2,964,195 35,570
On 5 May 2026, the Company issued 44,444,444 ordinary shares of 0.1 pence each
at 1.35 pence per share, comprising 22,222,222 remuneration shares to the
Company's Head of Exploration and 22,222,222 fee shares to a service provider
in discharge of a contractual liability.
On the same date, the Company granted 649,779,900 options over ordinary shares
under its Share Option Scheme to four members of senior management at an
exercise price of 2.0 pence per share, vesting in three equal annual
instalments on 31 December 2027, 2028 and 2029 and expiring on 31 December
2030. No IFRS 2 charge in respect of these options is recognised in the year
ended 31 December 2025; the charge will arise from the year ending 31 December
2026.
During May 2026 a US$10 million equity ranking royalty at subsidiary level was
secured with financier Mithril Royalties Limited.
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