REG - Rockfire Resources - Annual Results for the year ended 31 December 2025
29/05/2026 10:15
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RNS Number : 2468G Rockfire Resources PLC 29 May 2026
29 May 2026
Rockfire Resources plc
("Rockfire" or the "Company")
Annual Results for the year ended 31 December 2025
Rockfire Resources plc (LON: ROCK), the base metal, critical mineral and
precious metal exploration company, announces its audited results for the year
ended 31 December 2025.
Posting of Annual Report and Notice of AGM
The Company's Annual Report and Financial Statements for the year ended 31
December 2025 will be made available on the Company's website
(www.rockfireresources.com (http://www.rockfireresources.com/) ) and will be
sent to shareholders shortly.
The Company will hold its Annual General Meeting at 5 St Helen's Pl, London
EC3A 6AB, United Kingdom on Monday 29th June 2026 at 10:00am and the Notice of
Annual General Meeting to that effect will be sent to shareholders shortly and
will be available on the Company's website.
For further information on the Company, please
visit www.rockfireresources.com (http://www.rockfireresources.com/) or
contact the following:
Rockfire Resources plc E-mail: info@rockfire.co.uk (mailto:info@rockfire.co.uk)
David Price, Chief Executive Officer
Allenby Capital Limited (Nominated Adviser & Broker): Tel: +44 (0) 20 3328 5656
John Depasquale / Ashur Joseph (Corporate Finance)
Matt Butlin (Sales and Corporate Broking)
CMC Markets UK Plc (Joint Broker) Tel: +44 (0)20 3003 8632
Douglas Crippen
Oak Securities (Joint Broker) Tel: +44 (0) 20 3973 3678
Jerry Keen / Robert Bell
CHAIRMAN'S STATEMENT
The 2025 financial year has been another year characterised by growth of the
Molaoi project and a year of strategic development of the Company generally.
In February, CMC Markets UK plc were appointed as the Company's joint broker
alongside Allenby Capital Limited. Rockfire also announced the appointment of
Oak Securities as a third joint broker in December 2025. These appointments
have resulted in Rockfire being able to raise significant capital for
deployment to the Molaoi Project, which continues to progress well. In
addition to this, our expansion of broking capability has attracted the first
Institutional Investors to the Rockfire share register. This signifies a
material step in maturity for the Company as we strive to advance the Molaoi
Project towards production.
The critical and rare mineral, Germanium continues to shine and Rockfire is at
the forefront of the European germanium supply chain. During 2025 the price of
germanium increased from US$4,172.10 per kilogram to US$8,597.50 per kilogram
(US$8.6m/tonne) currently. This is an increase of 106% in the last 12 months.
If global politics, military activity and international posturing continue,
this trend in upward spiralling critical mineral prices is also likely to
continue. Germanium, used in high-powered sighter scopes, missile guidance
systems and sensor precision is in short supply globally and the Molaoi
Project will soon be the only quoted germanium resource in Europe.
Our Board has also matured and advanced significantly with the appointment of
Mr. Steven Hunt to the Board of Directors on 2 June 2025. As Rockfire heads
towards the scoping/feasibility stage of development at Molaoi, it is prudent
for the Board and management to prepare for the additional skills that will be
required within the Company. Steven is the current Chair of the Australasian
Joint Ore Resource Committee ("JORC") and has been for the last 11 years. He
previously worked for Rio Tinto continuously for more than 26 years, including
9 years as its Chief Advisor Orebody Knowledge and 5 years as Chief Advisor
Resources and Reserves, both global roles.
During March 2025, the SLR Group, a leading global engineering and mining
consultancy was engaged to assist in the development of Molaoi. SLR has
completed an assessment of the reasonable prospects for economic extraction
for Molaoi using the resource estimation as announced in September 2024. Based
on this assessment, the advisors planned to collect ore for use in detailed
metallurgical tests including ore sorting and the extraction of germanium as a
by-product of the zinc concentrate.
The Company commenced some of the long lead-time components of our planned
pre-feasibility study in September 2025, including a Hydrology Study and an
Ecological Study. Such long lead-time aspects of the pre-feasibility require a
minimum of 12 months of baseline monitoring and measurements. Rockfire
commissioned these early to ensure a timely completion of all the studies
required prior to mining.
Resource infill holes HMO-008 to HMO-010 were drilled with mixed results.
Holes HMO-008 and HMO-009 couldn't be completed due to bad ground conditions
and failed to reach their target depths. The rig was moved away from the area
of poor ground but will return there later to redrill these holes. Hole
HMO-010 intersected 4.0m @ 5.1% Zn, 23g/t Ag and 15g/t Ge from 256.50m depth,
including 2.3m @ 8.2% Zn, 22.3g/t Ag and 17.7g/t Ge.
Our JORC Resource was converted to the United Nations Framework Classification
for Resources ("UNFC"). This is one of the first resource projects in Europe
to classify their resources in accordance with the new code. The UNFC
framework classifies resources based on three key criteria: Economic viability
(E), Project feasibility (F), and Geological confidence (G). Broadly, lower
numerical values (e.g. 1 or 2) indicate higher levels of confidence and
maturity, while higher values indicate earlier-stage or less certain
classifications.
In accordance with the UNFC Code, the Molaoi resources are classified as:
· E2, F2.1, G3 for zinc, silver and lead, indicating resources that
are expected to be economically viable under certain conditions, with moderate
project definition and reasonable geological confidence; and
· E3.2, F3.1, G4.1 for germanium, reflecting early-stage resources
with limited economic assessment, lower project definition, and a lower level
of geological confidence.
Throughout the year, the Molaoi Project continued to present opportunity for
longer-term growth. In March 2025, it was reported by the Company that the
Fournos Prospect within the Molaoi licence was returning strong, coherent
zones of zinc and lead from a high-resolution pXRF soil and rock survey using
a 50m x 25m grid density. In addition to this, a new, extensively mineralised
zone called the Agios Eustratios Prospect to the south of the main resource
area of Kalamaki was also highlighted by the pXRF survey. Agios Eustratios was
drilled in the late 1980's by the Greek Government and returned 0.5m @ 27.3%
Zn. These target areas represent growth prospects and may result in a much
larger resource once drilling of these targets commences.
Rockfire is proud of its achievements throughout the 2025 year, and we look
forward to another constructive, productive and successful year ahead. Molaoi
is becoming a globally important player in the military and automotive
industries, and we strive steadfastly towards production.
Corporate and Financial review
The income statement for the year shows a loss of £1,286,937 (2024: loss
£2,292,396).
On 3 July 2025, Rockfire announced that it had conditionally raised £2
million (before expenses) by way of a placing of a total of 2,000,000,000 new
ordinary shares of 0.1 pence each in the Company at a price of 0.1 pence per
new ordinary share. Allenby Capital acted as sole broker in connection with
this placing. In addition, participants in the placing received warrants over,
in aggregate, 1,000,000,000 new ordinary shares, representing 1 warrant for
every 2 new ordinary shares subscribed for. The warrants are assignable and
exercisable at the issue price for a period of 24 months from admission of the
new ordinary shares to trading on AIM.
A further placing to conditionally raise £3.0 million (before expenses) was
announced on 12 December 2025 by placing a total of 2,307,692,298 new ordinary
shares of 0.1 pence each in the Company at a price of 0.13 pence per new
ordinary share. The allotment and admission of these shares was conditional
upon the passing of resolutions to authorise such issues and allotments and
disapply pre-emption rights to be put to shareholders at a general meeting of
the Company. Authority was subsequently granted by shareholders at the general
meeting, which was held on 2 January 2026.
I present to you, the Annual Report for Rockfire for the financial year ended
31 December 2025. The year ahead will focus on the continued exploration and
expansion of the Molaoi Project in Greece, as well as development towards
production at Molaoi.
Gordon Hart Chairman
28 May 2026
DIRECTORS' BIOGRAPHIES
FOR THE YEAR ENDED 31 DECEMBER 2025
Gordon Hart, Chairman
Gordon has over 35 years of experience in the equity capital and financial
advisory markets. He has spent the last 12 years as Managing Director of
Venture Group Equities Pty. Ltd, where he advised on transactions involving
over US$300 million of funding. He is a graduate of the Australian Institute
of Company Directors and has a Graduate Diploma in Corporate Governance.
David Price, Chief Executive Officer and Managing Director
David is an experienced geologist and senior executive with 40 years of
experience in the global mining industry and over 20 years' experience in
securing finance for exploration projects. David is a Fellow of the
Australasian Institute of Mining and Metallurgy (FAusIMM) and is a Competent
Person for Mineral Exploration under the guidelines of the JORC Code.
David has previously held senior roles in both listed and private resource
companies, including Chief Executive Officer, Chairman and Non-Executive
Director positions.
Ian Staunton, Non-executive Director
Ian has worked in the City of London for more than 40 years in a range of
roles, including Audit Partner, Corporate Finance Partner and Equity Partner
in various accounting firms. He is a retired Fellow of the Institute of
Chartered Accountants in England and Wales and has a Diploma in Corporate
Finance. Ian was Equity Partner and Head of Capital Markets for Chantrey
Vellacott DFK LLP and a Senior Equity Partner for Moore Stephens during the
last 25 years. Ian is the Chairman of the Audit Committee.
Patrick Elliott, Non-executive Director
Patrick is an experienced resources and industrial company director. In a
career spanning over 45 years, he has held senior executive positions with
Consolidated Gold Fields (Australia) Limited and Morgan Grenfell Australia
Limited. Patrick has an MBA in Mineral Economics from Macquarie University, a
B Comm from the University of New South Wales and a BSc. from the University
of Auckland. Patrick is currently Non-executive Chairman of Cap-XX Limited. He
is also a Non-executive Director of Tamboran Resources Ltd.
Nicholas Walley, Non-executive Director
Nicholas has a business background spanning multiple industries, including
agriculture, property, construction, plant hire, food and beverage packaging,
leisure and charitable work. He has critical skills in logistics,
infrastructure, organisational management and sales.
Steven Hunt, Non-executive Director
Steven is the current Chair of the Australasian Joint Ore Resource Committee
("JORC") and has been for the last 11 years. He previously worked for Rio
Tinto continuously for more than 26 years, including 9 years as its Chief
Advisor Orebody Knowledge and 5 years as Chief Advisor Resources and Reserves,
both global roles. During his lengthy career with Rio Tinto, Steven spent 3
years as the Geology Superintendent of the 7.8-million-ounce Kelian Gold Mine
in Indonesia and 6 years as the Mine Geology Manager for the 34-million-ounce
Lihir Gold Mine in Papua New Guinea.
STRATEGIC REPORT
CORPORATE
Rockfire announced on 27 February 2025 that it had successfully met the
technical milestone that triggers the final tranche payment to the vendors of
Hellenic Minerals S.A. ("Hellenic"). Hellenic is a wholly owned subsidiary of
Rockfire and controls 100% ownership of a 30-year licence to explore and mine
the high-grade Molaoi Zn/Pb/Ag deposit ("Molaoi"), located in the Hellenic
Republic of Greece ("Greece").
On achieving a minimum JORC or NI43-101 resource of 400,000 tonnes of
zinc-equivalent metal content, Rockfire was to make a 50% cash and 50% share
payment of a total value of £400,000, with Ordinary Shares being issued at a
5% discount to the 5-day volume weighted average price (''VWAP'') at the time
of the RNS of the JORC, to Mr. Georgios Skevas or his nominee/s. Following
negotiations with the vendors of Hellenic, the agreement was amended to state
that the final tranche payment would be £100,000 in cash and £300,000 in
Rockfire shares, instead of 50% cash and 50% shares.
The threshold of 400,000 tonnes of zinc-equivalent metal content was exceeded
and announced in an RNS dated 4 September 2024. The final payment comprised an
issue of 185,000,000 new ordinary shares at an issue price of 0.162 pence
each. The closing share price on 4 September 2024 was 0.215 pence, resulting
in a 5% discount to the 5-day VWAP of 0.162 pence.
David Price, the Chief Executive Officer of Rockfire, first identified the
Molaoi Project in 2005 from archived scientific reports. It was also Mr Price
who identified the presence of germanium in the zinc at Molaoi. There is an
historic agreement between the vendors of Hellenic and Mr Price dating back to
2005 which entitles him to a share in the proceeds from the sale of Hellenic.
In accordance with this agreement, and for the sake of transparency and
governance, Mr Price declared that he is a beneficiary of this final tranche
to the vendors of Hellenic. Mr. Price elected to receive his portion of the
share allotment (being 72,500,000 ordinary shares) but deferred his portion of
the cash component (being £50,000) until a later time.
On 27 February 2025, the Company announced that options to subscribe for
175,000,000 new ordinary shares in the Company had been granted to the
Directors of Rockfire as part of their service agreements at an exercise price
of 0.25 pence per ordinary share. This exercise price is double the mid-market
closing price on 21 February 2025 of 0.12 pence, plus 0.01 pence, in
accordance with the terms of the Directors' service agreements. The options
have a term of three years, and any unexercised options will expire at
midnight on 20 February 2028.
It was announced on the same day, 27 February 2025 that CMC Markets UK plc
("CMC") had been appointed as the Company's joint broker with immediate
effect.
After an extensive search for suitably qualified and experienced mining
executives to lead Rockfire through the development stages of Molaoi, Rockfire
announced on 2 June 2025 that Mr. Steven Hunt had been appointed to the Board
of Directors. As Rockfire heads towards the scoping/feasibility stage of
development at Molaoi, it is prudent for the Board and management to prepare
for the additional skills that will be required within the Company. Steven is
the current Chair of the Australasian Joint Ore Resource Committee ("JORC")
and has been for the last 11 years. He previously worked for Rio Tinto
continuously for more than 26 years, including 9 years as its Chief Advisor
Orebody Knowledge and 5 years as Chief Advisor Resources and Reserves, both
global roles. During his lengthy career with Rio Tinto, Steven spent 3 years
as the Geology Superintendent of the 7.8-million-ounce Kelian Gold Mine in
Indonesia and 6 years as the Mine Geology Manager for the 34-million-ounce
Lihir Gold Mine in Papua New Guinea.
On 3 July 2025, Rockfire announced that it had conditionally raised £2
million (before expenses) by way of a placing of a total of 2,000,000,000 new
ordinary shares of 0.1 pence each in the Company at a price of 0.1 pence per
new ordinary share. Allenby Capital acted as sole broker in connection with
this placing. In addition, participants in the placing received warrants over,
in aggregate, 1,000,000,000 new ordinary shares, representing 1 warrant for
every 2 new ordinary shares subscribed for. The warrants are assignable and
exercisable at the issue price for a period of 24 months from admission of the
new ordinary shares to trading on AIM.
The Company received various notices of exercise of warrants throughout the
year, including:
· Notice for the conversion of 25,000,000 warrants on 15 September
for a consideration of £25,000.
· Notice for the conversion of 30,000,000 warrants on 24 September
2025 for a consideration of £30,000.
· Notice for the conversion of 50,000,000 warrants on 25 September
2025 for a consideration of £50,000.
· Notice for the conversion of 75,000,000 warrants on 28 October
2025 for a consideration of £75,000.
A further placing to conditionally raise £3.0 million (before expenses) was
announced on 12 December 2025 by placing a total of 2,307,692,298 new ordinary
shares of 0.1 pence each in the Company at a price of 0.13 pence per new
ordinary share. The allotment and admission of these shares was conditional
upon the passing of resolutions to authorise such issues and allotments and
disapply pre-emption rights to be put to shareholders at a general meeting of
the Company.
Authority was subsequently granted by shareholders at the general meeting,
which was held on 2 January 2026.
MOLAOI ZINC PROJECT, GREECE
At the beginning of the reporting year, Rockfire was conducting a portable
X-Ray Florescence ("pXRF") soil survey over the entire licence and a
geochemical anomaly comparable to the surface signature at the main resource
area at Molaoi was announced on 11 February 2025. Being comparable in size to
the existing resource, this anomaly provides a clear target to potentially
double the JORC resources at Molaoi.
The high-resolution pXRF soil survey using a 50m x 25m grid density identified
a new, coherent and strong zone of zinc at the newly named Gkagkania Prospect
within the Molaoi licence. High zinc responses exceeding 0.15% Zn (+1,500ppm),
were being recorded. Gkagkania is approximately 250m x 200m in size.
Historical drilling by the Greek government at Gkagkania included:
B048 - 6m @ 7.4% Zn BG011 - 13m @ 8.2% Zn BG012 - 3.85m @ 16.8% Zn
On 28 March 2025, it was reported by the Company that the Fournos Prospect
within the Molaoi licence was also returning strong, coherent zones of zinc
and lead from the high-resolution pXRF soil and rock survey using a 50m x 25m
grid density.
In the same announcement, a new, extensively mineralised zone called the Agios
Eustratios Prospect to the south of the main resource area of Kalamaki was
also highlighted by the pXRF survey. Agios Eustratios was drilled in the late
1980's by the Greek Government and returned 0.5m @ 27.3% Zn.
During March 2025, Wardell Armstrong International, (now SLR Group "SLR"), a
leading global engineering and mining consultancy was engaged to assist in the
development of Molaoi. SLR had completed an assessment of the reasonable
prospects for economic extraction for Molaoi using the resource estimation as
announced in an RNS dated 4 September 2024. Based on this assessment, the
advisors planned to collect core for use in detailed metallurgical tests
including ore sorting and the extraction of germanium as a by-product of the
zinc concentrate.
In June 2025, Rockfire completed a 3-dimensional ("3D") lithofacies model of
the Molaoi Project to provide important geological support for the 2024
mineralisation model. The 3D modelling improves targeting for future
exploration and is expected to lead to significant resource growth along the 5
kilometres still to be drilled towards the north.
The lithofacies model determined that Molaoi consists of four dominant,
north-south layers of sandstone, interlayered with lava flows. The sandstone
units are the primary hosts for economically significant zinc mineralisation.
At the Kalamaki Prospect, where most of the drilling has been done, the
highest-grade and thickest mineralisation is within the thickest sandstone
layers. These economic concentrations of mineralisation are understood to have
formed along or close to active faults at the time the rocks were being
formed. These are termed "growth faults". More than half a dozen sites are now
deemed favourable targets for exploration along strike. These targets are
supported by surface enrichment of zinc, and/or old workings and/or historical
drill holes which successfully encountered high-grade zinc mineralisation.
Also in June 2025, a total of 1,798 pXRF measurements were taken from
historical core drilled by the Greek
Government in the 1980's and 1990's:
· 154 readings exceeded 1% Zn, including 85 readings above 5%
Zn. A total of 51 readings were above 10% Zn, with a peak value of 41% Zn.
· 80 readings were higher than 1% Pb, with a peak value of
13.85% Pb amongst 3 samples which exceeded 10% Pb.
· 227 readings were higher than 10ppm Ag, with 34 of those
exceeding 50ppm Ag. The top readings included 10 samples above 100ppm Ag and a
peak value of 2,273ppm Ag.
The University of Patras in the Peloponnese Region of Greece completed some
promising, high-quality research at Molaoi during September 2025. The
University of Patras established a multidisciplinary and integrative research
team to conduct an advanced scientific study of the germanium potential at
Molaoi.
Some of the key findings reported are:
· Sphalerite is the primary germanium host, with peak values of
approximately 1,900 ppm Ge, particularly under high-temperature and high iron
contents.
· Early-stage pyrite also acts as a key germanium host, showing
peak concentrations approaching 400 ppm Ge.
· The deposit evolved from a low-sulfidation to an
intermediate-sulfidation epithermal system, hosting critical commodities, with
germanium and silver being the most significant economic by-products.
· Leaching of the volcanic host rocks during early fluid
evolution contributed substantially to germanium remobilisation.
On 6 November 2025, Rockfire announced the completion of the first drill hole
(HMO-008) from the 2025/2026 drilling campaign. Hole HMO-008 from surface to
289.00m depth was found to be extremely altered with epidote, silica,
carbonate, chlorite and clay. It is interpreted that this hole unintentionally
drilled directly down one of the growth faults which are responsible for the
thickening of mineralised sedimentary units. Despite this, results from the
laboratory confirmed that this hole encountered a narrow lode high in the hole
at 69.71m of 0.2m @ 22.2% Zn,
16.2g/t Ge, 2.9% Pb, and 100.0g/t Ag.
Drilling of hole HMO-009 terminated prematurely and was temporarily ceased at
a depth of 75.00m, with the target mineralisation at +250m depth. The hole is
dominated by extensive fault zones, shears, brecciation and fracturing, which
resulted in extremely difficult drilling conditions. A decision was made to
cease drilling hole HMO-009, secure the hole for re-drilling later, and to
move to the next drill hole.
It was announced on 8 December 2025 that some of the long lead-time components
of our planned pre-feasibility study had been commissioned. A Hydrology Study
and an Ecological Study have commenced. Such long lead-time aspects of the
pre-feasibility require a minimum of 12 months of baseline monitoring and
measurements. Rockfire commissioned these early to ensure a timely completion
of all the studies required prior to mining.
The third drill hole, (HMO-010) was reported on 19 December 2025 to have
successfully completed at 275.80m depth, with multiple mineralised intervals
intersected in line with our expectations from resource modelling. Peak pXRF
values of 36.55% Zn, 325ppm Ag, 5.1% Pb and 1.3% Cu were recorded.
Subsequent to this, results for hole HMO-010 were announced on 17 February
2026. Multiple, high-grade zinc and germanium lodes were confirmed by precise
geo-chemical analysis. Mineralised intervals in hole HMO-010 include:
· 0.1m @ 9.6% Zn, 29g/t Ag, 19g/t Ge and 5.8% Pb from 44.24m depth.
· 1.2m @ 5.5% Zn and 18g/t Ag from 97.50m depth, Including 0.30m @
54 g/t Ge
· 5.6m @ 1.3% Zn, 16g/t Ag from 195.45m depth, Including 0.6m @
5.6% Zn and 19g/t Ge
· 0.7m @ 4.7% Zn, 22g/t Ag and 29g/t Ge from 238.74m depth.
· 4.0m @ 5.1% Zn, 23g/t Ag and 15g/t Ge from 256.50m depth,
Including 2.3m @ 8.2% Zn, 22.3g/t Ag and
17.7g/t Ge.
On the same day, the conversion of our JORC Resource to the UNFC was
announced. In accordance with the UNFC Code, the Molaoi resources are
classified as:
· E2, F2.1, G3 for zinc, silver and lead, indicating resources that
are expected to be economically viable under certain conditions, with moderate
project definition and reasonable geological confidence; and
· E3.2, F3.1, G4.1 for germanium, reflecting early-stage resources
with limited economic assessment, lower project definition, and a lower level
of geological confidence.
The Molaoi deposit is among the first resource deposits in Europe to be
reported and classified under the new UNFC Code and Rockfire is proud to
achieve this milestone. The UNFC Code provides a standardised mineral resource
reporting system for governments and universities to track national resource
inventories.
LIGHTHOUSE, QUEENSLAND, AUSTRALIA
On 5 January 2023, Rockfire entered into a Binding Agreement with ASX-listed
Sunshine Gold Limited (ASX:SHN) to farm-in to Plateau and earn up to a 75%
interest in the tenement. On Sunshine achieving 75% ownership, Rockfire shall
have the right to elect to contribute 25% of on-going expenditure, or to
convert to a 1.5% Net Smelter Royalty (NSR). At the date of this Annual
Report, Sunshine has not achieved 75% ownership. Until Stage 1 expenditure
commitments are fully met, Sunshine does not earn equity in the tenement and
has not earned any equity in the tenement as of May 2026.
Sunshine announced a successful Placement of AUD$3 million on 27 March 2025 to
accelerate development of its near-surface gold resources in North Queensland,
including Plateau. The funds will be applied on accelerating drilling,
metallurgical test work and mining studies on the shallow oxide gold Resources
at Liontown and Plateau, and advanced targets at Tigertown and Coronation.
Drilling was scheduled to commence in May 2025 at Plateau, and included
resource infill drilling of 8 RC holes, for a total of 599m.
On 11 July 2025, Sunshine provided an update on drilling at Plateau including
the following assay results.
• 8m @ 3.17g/t Au and 31g/t Ag (25PLRC006), including 2m @ 6.97g/t
Au and 84g/t Ag
A sample for metallurgical test work had been collected from 25PLRC006, and an
updated resource for Plateau was due in late 2025. At the time of this Annual
Report, no updated resource has been delivered.
MARENGO, QUEENSLAND, AUSTRALIA
Rockfire has entered into a new Farm-in Agreement at its 100%-owned Marengo
Gold Project in Queensland, Australia. The purpose of the Farm-in will be to
advance exploration for high-grade gold, silver and copper.
On 29 September 2025, Rockfire announced that it had entered into a binding
agreement with ASX-listed Eastern Resources Limited (ASX:EFE) to farm-in to
Marengo and earn up to a 80% interest in the tenement. On Eastern Resources
achieving 80% ownership, Rockfire shall have the right to elect to contribute
20% of on-going expenditure, or to convert to a 1.5% Net Smelter Royalty
(NSR).
KEY PERFORMANCE INDICATORS (KPIs)
The Board monitors KPIs, which it considers appropriate for a group at
Rockfire's stage of development.
Financial KPIs
During the year, the Board monitored the following KPIs:
· Cash flow and working capital
· Technical outcomes
Cashflow position and technical outcomes are assessed at each board meeting
held throughout the year. If KPI's form part of an employee's annual contract,
the board measures the financial position against the milestone to determine
if KPI's have been successfully met.
RISK MANAGEMENT
The Board regularly reviews the risks to which the Group is exposed and
ensures through its meetings and regular reporting that these risks are
minimised as far as possible.
The principal risks and uncertainties facing the Group at this stage in its
development are:
Contractor and supplier risk
Rockfire relies on external, independent contractors and consultants. The
Group's exploration and development activities in Greece and Australia involve
extensive drilling to increase the confidence in the resources defined. This
increase in resource definition is an on-going campaign to minimise resource
risk and to improve understanding of the technical aspects of the project. The
Group is dependent on the capability of its drilling contractors and the
flexibility and willingness for the drilling contractors to develop strategies
to drill efficiently and with satisfactory technical and commercial outcomes.
The Group recognises that the goodwill of its contractors, consultants and
suppliers is important to its business success and seeks to build and maintain
this goodwill through fair dealings. The Group has a prompt payment policy and
seeks to settle all agreed liabilities within the terms agreed with suppliers.
The Company encourages best practice from suppliers and contractors with
regards to technical capability, adoption of strategic revision and
environmental issues.
Exploration risk
The Group's business has been primarily mineral exploration and evaluation
which are speculative activities and whilst the Directors are satisfied that
good progress is being made, there is no certainty that the Group will be
successful in the definition of economic mineral deposits, or that it will
proceed to the development of any of its projects or otherwise realise their
value.
The Group aims to mitigate this risk when evaluating new business
opportunities by targeting areas of potential where there is at least some
successful historical drilling or geological data available.
Resource risk
All mineral projects have risk associated with defined grade and continuity.
Mineral resources are calculated by external, independent experts in the field
of resource estimation in accordance with accepted industry standards and
codes but are always subject to uncertainties in the underlying assumptions
which include geological projection and commodity price assumptions.
The third party, independent experts report mineral resources and reserves in
accordance with the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves ('the JORC Code'). The JORC Code is a
professional code of practice that sets minimum standards for public reporting
of mineral exploration results, mineral resources and ore reserves. Further
information on the JORC Code can be found at www.jorc.org.
(http://www.jorc.org/)
All Rockfire's mineral resources are in the lowest confidence category of
Inferred Resources according to the JORC Code. An 'Inferred Mineral Resource'
is that part of a Mineral Resource for which quantity and grade (or quality)
are estimated on the basis of limited geological evidence and sampling.
Geological evidence is sufficient to imply but not verify geological and grade
(or quality) continuity. It is based on exploration, sampling and testing
information gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes. An Inferred Mineral
Resource has a lower level of confidence than that applying to an Indicated
Mineral Resource and must not be converted to an Ore Reserve. It is reasonably
expected that the majority of Inferred Mineral Resources could be upgraded to
Indicated Mineral Resources with continued exploration.
Rockfire has also adopted the United Nations Framework Classification ("UNFC")
for use in the reporting of current and future Molai project status, mineral
resources and ore reserves to the Greek authorities and by extension within of
the context of supporting the application for EU Strategic Minerals Status.
This classification is a European code titled Committee for Mineral Reserves
International Reporting Standards Code ("CRIRSCO"). Like the JORC Code,
CRIRSCO is a code of practice that sets minimum standards for public reporting
of mineral exploration results, mineral resources and ore reserves, but for
the European investment community. Further information on the CRIRSCO Code can
be found at CRIRSCO International Reporting Template.
(https://crirsco.com/wp-content/uploads/woocommerce_uploads/2024/06/CRIRSCO_International_Reporting_Template_June2024_Update_Approved_for_Release_20240627-dl8515.pdf)
This classification system can be mapped from market facing JORC code to allow
equivalent reporting to both government (UNFC) and Market ( JORC).
Details of the UNFC mapping to CRIRSCO codes, including JORC can be found at
United Nations. Rockfire's UNFC classification for Molai as of February 2026
are E2, F2.1, G3 for zinc, silver, and lead and E3.2, F3.1, G4.1 for
germanium.
Banking risk
Following Brexit, the Company's bank account at Allied Irish Bank in Dublin
was closed owing to Ireland remaining in the EU and Rockfire being a company
listed on the London Stock Exchange. Since Brexit, Rockfire has attempted to
open a UK corporate bank account on numerous occasions, without success.
Mainstream banks and smaller, private banks have been contacted to request a
corporate bank account. Without exception, UK banks have refused to open a
bank account on behalf of Rockfire owing to a high-risk profile (mineral
exploration), the market capitalisation being too small, and the unlikely
outcome of the Board adopting debt or loan facilities provided by the banks.
Presently, the Company is operating all banking through the Commonwealth Bank
in Australia through Rockfire's 100% subsidiary, BGM Investments P/L bank
account in Australia. As a result of this, there are increased exchange rate
risks and higher international transfer fees.
Environmental, landowner and native title risk
Exploration and development of a project can be adversely affected by
environmental legislation and the unforeseen results of environmental studies
carried out during evaluation of a project. Once a project is in production,
unforeseen events can give rise to environmental liabilities.
Access and compensation agreements are required to be negotiated between the
Company and the landowner at each project. Greek and Australian legislation
provide an agreement template which may be modified by the Company and the
landowner. The Company cannot guarantee landowners will provide access,
regardless of existing laws in place to ensure such access is negotiated on
fair terms.
The Group is currently in the exploration stage. Any disturbance to the
environment during this phase is minimal and is rehabilitated in accordance
with the prevailing regulations of the countries in which Rockfire operates.
Financing and liquidity risk
The Group has an ongoing requirement to fund its activities through the equity
markets and in the future to obtain finance for project development. There is
no certainty such funds will be available when needed. To date, Rockfire has
managed to raise funds primarily through equity placements despite the very
difficult markets that currently exist for raising funding in the junior
mining industry.
Political risk
All countries carry political risk that can lead to interruption of activity.
Politically stable countries can have enhanced environmental and social
permitting risks, risks of strikes and changes to taxation whereas less
developed countries can have in addition, risks associated with changes to the
legal framework, civil unrest and government expropriation of assets.
Bribery risk
The Group has adopted an anti-corruption policy and whistle blowing policy
under the Bribery Act 2010. Notwithstanding this, the Group may be held liable
for offences under that Act committed by its employees or subcontractors,
whether or not the Group or the Directors had knowledge of the committing of
such offences.
Insurance coverage
The Group maintains a suite of insurance coverage that is appropriate for the
Group and Company. This is arranged via a specialist mining insurance broker
and coverage includes public and products liability, corporate and
professional, travel, property and medical coverage and assistance while Group
employees and consultants are travelling on Group business. This is reviewed
at least annually and adapted as the Group's scale and nature of activities
changes.
Internal controls and risk management
The Directors are responsible for the Group's system of internal financial
control. Although no system of internal financial control can provide absolute
assurance against material misstatement or loss, the Group's system is
designed to provide reasonable assurance that problems are identified on a
timely basis and dealt with appropriately.
In carrying out their responsibilities, the Directors have put in place a
framework of controls to ensure as far as possible that ongoing financial
performance is monitored in a timely manner, that corrective action is taken
and that risk is identified as early as practically possible. The Directors
review the effectiveness of internal financial control at least annually.
The Board continuously monitors and upgrades its internal control procedures
and risk management mechanisms and assesses both for effectiveness during the
annual review. This process enables the Board to determine if the risk
exposure has changed during the year. The Company has a risk management
policy, which is reviewed annually. The Executive Directors report regularly
to the Board on the management of material business risks.
The Board, subject to delegated authority, reviews capital investment,
property sales and purchases, additional borrowing facilities, guarantees and
insurance arrangements.
CORPORATE SOCIAL RESPONSIBILITY
The Board takes account of the significance of social, environmental and
ethical matters affecting the business of the Group. At this stage in the
Group's development the Board has not adopted a specific policy on corporate
social responsibility as it has a limited pool of stakeholders other than its
shareholders. Rather, the Board seeks to protect the interests of Rockfire's
stakeholders through individual policies and through ethical and transparent
actions.
SHAREHOLDERS
The Directors are always prepared, where practicable, to enter into dialogue
with shareholders to promote a mutual understanding of objectives and
outcomes. The Annual General Meeting provides the Board with an opportunity to
informally meet and communicate directly with investors.
ENVIRONMENT
The Board recognises that the Group's principal activity, mineral exploration,
has the potential to impact on the local environment. To date, activities at
the various projects have been limited to surveying and drilling activities
and the Group does comply with local regulatory requirements with regard to
environmental compliance and rehabilitation. The impact on the environment of
the Group's activities has the potential to increase should our projects move
into a development or production phase. This is currently assessed through
baseline environmental studies that are being undertaken and identifying
resources needed to manage environmental compliance in the future.
Given the Group's size and scale, it is not currently required to report on
carbon emissions, and the Board considers that the collection of such data
would not be practical or cost effective at this stage.
EMPLOYEES
The Group engages its employees to understand all aspects of the Group's
business and seeks to remunerate its employees fairly, being flexible where
practicable. The Group gives full and fair consideration to applications for
employment received regardless of age, gender, colour, ethnicity, disability,
nationality, religious beliefs, transgender status or sexual orientation. The
Group takes account of employees' interests when making decisions and welcomes
suggestions from employees aimed at improving the Group's performance.
The Group operates in Greece and Australia where it recruits locally as many
of its employees and contractors as practicable.
HEALTH AND SAFETY
The Board recognises that it has a responsibility to provide strategic
leadership and direction in the development of the Group's health and safety
strategy in order to protect all of its stakeholders. The Group has a
site-based health and safety policy for each of its exploration sites but does
not have a health and safety policy for its corporate staff. This is deemed
unnecessary, as each of the corporate and managerial staff operate from
various jurisdictions around the world. However, this is re-evaluated as and
when the Group's nature and scale of activities change.
ENGAGEMENT WITH STAKEHOLDERS
The Board of Rockfire is proud of the high standard of corporate governance it
has established and maintains. The Board makes a conscious effort to
understand the interests and expectations of the Company's stakeholders, and
to reflect these in the choices it makes in its effort to create long-term
sustainable success for our business.
Engagement with our shareholders and wider stakeholder groups, including
employees, landowners, suppliers, contractors and government agencies, plays a
central role throughout Rockfire's business. The Board is aware that each
stakeholder group requires a specific and unique engagement approach in order
to create and maintain effective, sustainable and mutually beneficial
relationships.
The Board's understanding of various stakeholder interests is factored into
programme planning, boardroom discussions, strategy and budgets to assess
potential long-term impacts of our business on each group, and how we might
best address stakeholder expectations from our business.
This engagement with stakeholders section forms our section 172 statement and
should be read in conjunction with other information included in this Annual
Report. Section 172 of the Companies Act 2006 requires the Directors to act in
a way that they consider, in good faith, would most likely promote the success
of the Company for the benefit of its members as a whole, taking into account
the factors listed in section 172.
The Directors continue to observe, plan for, and communicate the interests of
the Company's stakeholders, including the impact of its exploration activities
on local communities and the environment. Acting in good faith and fairly
between members, the Directors consider what is most likely to promote the
success of the Company for its members in the long term.
The Board regularly reviews its principal stakeholders and how it engages with
each. Stakeholder expectations are brought into the boardroom throughout the
annual cycle through information provided by management and by direct
engagement with stakeholders themselves. The priority of each stakeholder
group may increase or decrease, depending on the degree of impact any decision
may have on any particular stakeholder group. The Board therefore seeks to
consider the impact and priorities of each stakeholder group during its
discussions and as part of its decision making.
The table below sets out the key stakeholder groups, their interests and how
Rockfire has engaged with them over the reporting period. However, given the
importance of stakeholder focus, long-term strategy and reputation, these
themes are also discussed throughout this Annual Report.
Stakeholder Their interests How we engage
Our investors · Comprehensive review of financial performance of the business · Annual Report
· Business sustainability · Company website
· High standard of governance · Shareholder non-regulatory updates
· Success of the business · Podcasts and interviews
· Ethical behaviour · Corporate information including Company
presentations
· Director experience
· AGM and GM results
· Awareness of long-term strategy and direction
· Conferences presentations
· Project prospectivity
· Broker-sponsored meetings
· Improving market perception of the business
· Press releases
· Appointment of a public relations advisor
· Frequent communication through briefings with
management
· Shareholder communication policy, which is renewed annually
· Specific shareholder liaison officer on the Board (Chief
Executive Officer)
· Social media
· One- to- one meetings with large existing or potential new
shareholders
Regulatory bodies · Compliance with regulations · Company website
· Worker pay and conditions · Stock Exchange announcements
· Health and safety · Annual Report
· Brand reputation · Regular contact with QCA, share registrar, LSE and Companies
House
· Waste and environment
· Compliance updates at Board meetings
· Insurance
· Risk management policy, updated annually
· Environmental protection
· Compliance with local regulatory requirements and industry
standard principles for environmental and social risk management
· Appointment of a nominated advisor in accordance with the AIM
Rules
Stakeholder Their interests How we engage
· Appointment of a competent person in accordance with the AIM
Rules
· Adhere to Greek and Australian laws and regulations
· Adoption of best practice policies recommended by the World
Bank and
The International Council on Mining and Metals
Community · Sustainability · Philanthropy. Drilling of a water bore is offered to the
landowner during each drill programme
· Human rights
· Corporate responsibility is overseen by a dedicated exploration
· Community outreach manager
· Employment of local contractors wherever possible
· Prompt rehabilitation of drill sites
· Providing opportunity for local businesses to cater for our
exploration programs
· Local landowners are paid promptly
· Landowner access and compensation agreements
· Active communication with landowners and communities where
field work is taking place
· Adhere to Queensland Government guidelines for approaching
landowner and native title holder discussion.
There is no such guideline for approaching landowners in Greece.
Environment · Energy usage · All operational waste is completely removed from site and taken
to a waste and/or recycling facility
· Recycling
· Detailed field operation guidelines to minimise any negative
· Waste management environmental impact of exploration activities
· Obtaining environmental permits for exploration works in Greece
and Australia, granted by the relevant government
· Ensuring operational protocols are in place and monitoring the
adherence to
these protocols
Suppliers · Terms and conditions of contract · All supplies are sourced locally where possible
· Procurement opportunities · Our suppliers and contractors have received repeat business
from Rockfire, which is testimony to the fine working relationship established
· Workers' rights
· Supplier performance is continually monitored by a dedicated
· Supplier engagement exploration manager
· Sustainability · All field programs, including supplier quotes are authorised by
the Executive Directors prior to implementation
· Long-term partnerships
· Local suppliers are paid promptly
· Fair trading and payment terms
· Contact and feedback to suppliers is regular and personal via a
dedicated exploration manager
Contractors · Terms and conditions of contract · All contractors are sourced locally where possible
· Health and safety
· Working conditions
Stakeholder Their interests How we engage
· Profit · Contractors are trained in senior first aid
· On-the-job training is provided
· Local contractors are paid promptly
· Rockfire pays contractors higher than standard industry rates,
which are well in excess of minimum average wages
· Communication with contractors is frequent through the
technical team in Greece
· Induction for health and safety is mandatory for contractors
visiting site
· Daily safety meetings have been implemented during all field
operations
· Rockfire has a whistle-blower policy and procedure in place to
ensure compliance, safety and governance
· Code of conduct providing a framework for ethical decision
making
· Contact and feedback to contractors is regular
· Anti-corruption and bribery policy
On behalf of the Board
David Price, Chief Executive Officer
28 May 2026
DIRECTORS' REPORT
Principal activities
The principal activities of the Group are currently exploration for base
metals, precious metals and critical minerals in Greece and Australia. The
Group's strategy is to explore for and, where the Directors believe that it is
commercially feasible, develop deposits of base metals, precious metals and
critical minerals. The Company strategy includes considering opportunities for
project sale or joint venture at a point when any of the Group's projects
becomes appropriately advanced enough to consider such options.
The Group currently holds one exploration and exploitation licence in Greece,
and five exploration permits for minerals in Queensland, Australia.
Financial overview
The loss for the year is in line with the Company's normal exploration and
development activities. The Directors remain confident that they will be able
to secure additional funding when required. The Directors are also of the view
that the investment sentiment in the resource sector is currently slow, but
improving, to the extent that the exploration success the Company has achieved
to date should enable it to raise sufficient additional exploration funding to
continue its exploration programmes.
Further details of the Group's business, including its targets and strategies
is given in the Chairman's Statement and the Strategic Report.
Major events after the reporting period
For information regarding events after the reporting date, see Note 22 to the
financial statements.
Dividends
The Directors are unable to recommend the payment of a dividend for the year
ended 31 December 2025 (2024:
£Nil).
Going concern
The Board believes the Group will generate sufficient working capital to
continue in operational existence and will have the ongoing support of its
shareholders, as required, for the foreseeable future. Further details on
going concern are detailed in Note 3 to these financial statements.
Directors
The Directors in office during the year were:
· Gordon Hart
· Patrick Elliot
· Ian Staunton
· Nicholas Walley
· David W Price
· Steven Hunt (Appointed 2 June 2025)
Details of Directors' interests in shares and share options are disclosed in
the Directors' Remuneration Report.
Significant shareholdings
As at 15 May 2026, being the latest practical date prior to publication of
this document, the Company was aware of the following holdings of 3% or more
of the issued share capital of the Company. The Company relies on notification
of a TR-01 form submission by shareholders for the accuracy of this
information.
Ordinary shares % of the Company's
issued share capital
ACAM LP 1,384,615,385 15.84%
TPM Middle East Dubai 312,000,000 3.57%
The Wonderful Group 308,000,000 3.52%
Environmental policy
The Group's projects are subject to the relevant Greek and Australian laws and regulations relating to
environmental matters.
The Group's strategy is to explore for and, where the relevant studies
indicate that it is economically viable to do so, to develop mineral deposits.
It is the Group's intention to conduct its exploration and investigation
activities in a professional and responsible manner, for the benefit of the
Company's shareholders, its employees and the national and local communities
within which it operates.
The Group aims at all times to conduct its operations in an environmentally
responsible manner and in accordance with relevant legislation. The Group aims
to adopt best practice policies as recommended by the World Bank, the
International Council on Mining & Metals ("ICMM") and others where the
Group deems local legislation to be inadequate in terms of environmental
protection. The Group has in place a detailed field operations guidelines
manual which covers in considerable detail the measures to be taken by field
personnel to minimise any negative environmental impact of current exploration
activities on the environment.
The Group also recognises the enormous potential of its activities for
positive impact on the communities in which it operates and strives to
optimise these positive impacts as far as possible.
Political contributions
No political contributions have been made. (2024: £Nil).
Auditor
A resolution proposing that PKF Littlejohn LLP be re-appointed will be put to
the forthcoming Annual General Meeting.
Statement of disclosure to auditor
The Directors who held office at the date of approval of this Annual Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's auditor is unaware and each Director has
taken all steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, the
Director's Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have prepared the Group and
Company financial statements in accordance with UK international accounting
standards and with the requirements of Companies Act 2006.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit or loss of the Group
and Company for that period.
In preparing the Group and Company financial statements, the Directors are
required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether they comply with UK international accounting
standards in conformity with the Companies Act 2006, subject to any material
departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Company will continue
in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Group's Annual Report will be published on the Group's website and in this
regard the Directors accept responsibility for the maintenance and integrity
of the website.
Annual General Meeting and recommendation
The Board considers that the resolutions to be proposed at the Annual General
Meeting are in the best interests of the Company and the Group as a whole and
its unanimous recommendation is that shareholders support these proposals as
the Directors intend to do in respect of their own holdings. Further details
regarding the location and timing of the Company's forthcoming Annual General
Meeting will be provided shortly.
We thank you for your continuing support of Rockfire and welcome you to remain
a shareholder as we strive to build Rockfire into a cash-positive company.
On behalf of the Board
David Price, Chief Executive Officer
28 May 2026
CORPORATE GOVERNANCE STATEMENT
As Chairman of Rockfire, it remains my responsibility to ensure that Rockfire
has both sound corporate governance and an effective Board. This is achieved
by ensuring that the Company and the Board are acting in the best interests of
shareholders, and by making sure that the Board discharges its
responsibilities with diligence, consideration and honesty. This includes
creating the right Board dynamic and ensuring that all important matters, in
particular strategic decisions, receive adequate time and attention at Board
meetings.
My responsibilities include leading the Board effectively, overseeing the
Group's corporate governance model, communicating with shareholders and
ensuring that good information flows freely between the Executive and
Non-executive Directors in a timely manner.
The Directors recognise the importance of sound corporate governance and to
the extent applicable, and to the extent able to, apply The Quoted Companies
Alliance Corporate Governance Code (the ''QCA Code''), which the Board
consider the most appropriate recognised governance code for a company of its
size and listing status. Throughout the year ended 31 December 2025, the Group
continued to apply the 2018 edition of the QCA Code as the basis for its
governance arrangements, while reviewing the changes introduced by the 2023
edition with a view to alignment during 2026.
While the Group continued to apply the 2018 QCA Code during the year, the
Board has already begun aligning its arrangements with the more significant
changes introduced by the 2023 Code, and the Board recognises that further
work is required to fully align with the 2023 Code. The Company is seeking
advice on one of recommended changes to the QCA guidance involving director
election rotation but will not be adopting this recommendation until further
advice is provided.
In light of the Company's size and nature, the Board considers that the
current Board is a cost effective and practical method of directing and
managing the Company. As the Company's activities develop in size, nature and
scope, the size of the Board and the implementation of additional corporate
governance policies and structures will be reviewed.
Principle 1 - Establish a strategy and business model which promotes long-term
value for shareholders
Rockfire is an AIM-quoted mineral explorer with projects located in Greece and
Australia. The Company's strategy
is to identify mineral deposits which can be developed into mines to create
value and income for shareholders.
Throughout 2025, the Board has delivered on its strategy to achieve growth of
the Group, with highly successful exploration results at Molaoi in Greece.
Please see the risk management section on the 2025 Annual report for further
details on key challenges in the execution of the Company strategy.
The Company continues to seek other resource projects.
Principle 2 - Seek to understand and meet shareholder needs and expectations
NEEDS OF SHAREHOLDERS
The principal need of a shareholder is to achieve a return on their
investment.
EXPECTATIONS OF SHAREHOLDERS
A shareholder can reasonably expect the Company and management to;
· deliver on its obligations and commitments to Principle 1;
· ensure its management and Directors act with integrity and
professionalism in running the Company;
· direct the expenditure of monies on appropriate exploration
methods and to ensure expenditure is justified and accountable;
· provide enough flow of information on exploration progress to
allow the shareholder to make informed decisions on their investment;
· publish clear and concise announcements, with minimal technical
complexity; and
· provide open access to the Board or CEO to provide clarification.
We seek to engage with our shareholders through updates to the market via
regulatory news flow ('RNS'), on
matters of a material substance and regulatory nature. Whilst being mindful of
the requirements of the AIM Rules and Market Abuse Regulations the Board may
engage with shareholders directly from time to time in relation to questions
that they may have and other matters.
The Company's AGM also provides an opportunity for shareholders to ask
questions during the formal business of the meeting and informally following
the meeting.
The Board shall ensure that the voting decisions of shareholders at the AGM
are reviewed and monitored and that approvals sought at the Company's AGM will
be in line with the recommended corporate guidelines of the QCA Code.
Shareholder enquiries should be emailed to: info@rockfireresources.com.
(mailto:info@rockfireresources.com)
Principle 3 - Take into account wider stakeholder and social responsibilities
and their implications for long-term success
Consider wider stakeholder and social responsibilities and their implications
for long term success.
ENGAGEMENT
The Board believes that engaging with stakeholders strengthens relationships
and helps make better business decisions to deliver on commitments. The Board
is regularly updated on wider stakeholder engagement feedback to stay abreast
of stakeholder insights into the issues that matter most to them, and to
enable the Board to understand and consider these issues in decision-making.
Aside from shareholders, suppliers and customers, our workforce is one of the
most important stakeholder groups and the Board therefore closely monitors
their feedback to ensure alignment of interests
WORKFORCE
The Board has established a safe and healthy work environment, which complies
with the relevant Occupational Health and Safety laws. It has tried to ensure
that the workforce is provided with enough training to develop the appropriate
skills and knowledge to complete the tasks requested of them.
The Company shall;
· adhere to the relevant laws, rules and regulations within the
jurisdictions in which it operates;
· ensure technical reporting obligations are submitted on time;
· complete environmental management reports for the government; and
· comply with site-clearing and rehabilitation guidelines and
expectations on a "best practice" approach.
TRADITIONAL LANDOWNERS
The Company shall respect traditional lands, customs and culture on all land
with registered traditional ownership. Heritage clearance, as required by law
shall be sought and honoured. Where appropriate, traditional landowners shall
be consulted with and included in any opportunities for employment on an equal
basis.
LANDOWNERS AND PASTORALISTS
The Company shall respect and acknowledge the rights of landowners and
leaseholders. The Company shall work with the landowner in an ethical manner
and where possible, shall offer opportunity to the landowner to participate in
the work program.
CONTRACTORS AND SUPPLIERS
· For the sake of Occupational Health & Safety, all contractors
and sub-contractors shall be treated in the same manner as employees.;
· Independent contractors will be required to provide their own PPE
(personal protective equipment) whilst working on any of the Company sites;
· All contractors shall be subject to a Site Induction on their
first visit to any of the sites being explored by the Company;
· All independent contractors will be required to carry their own
Public Liability and Workers Compensation Insurances;
· To ensure a safe and productive work environment, the appropriate
Occupational Health & Safety requirements, induction procedures and safety
precautions shall be established by the Company; and
· The Company has designated an appropriately experienced and
qualified representative to act as a
"Liaison Officer" between contractors and the Company.
Principle 4 - Embed effective risk management, considering both opportunities
and threats, throughout the organisation
The risks facing the Company are detailed in the risk management section of
the Strategic Report. The Board seeks to mitigate such risks so far as it is
able to do, but certain important risks cannot be controlled by the Board.
In setting and implementing the Company's strategies, the Board, having
identified the risks, seeks to limit the extent of the Company's exposure to
them having regard to both its risk tolerance and risk appetite.
Principle 5 - Maintain the board as a well-functioning, balanced team led by
the Chair
Ian Staunton is considered to be independent. Nicholas Walley and Patrick
Elliott, as significant shareholders, are not considered to be independent.
The Company is aware that having an Executive Chairman is not in line with the
recommendations made by the QCA. The role of Executive Chairman has been
primarily to ensure that best practice policies and procedures are implemented
through identifying and appointing the appropriate Directors, ensuring the
Board is run in an effective manner, and assisting the Chief Executive Officer
with legacy matters. There is a clear split of responsibilities between the
Executive Chairman and the Chief Executive Officer. The Board believes that
the skillsets of the Directors are appropriate and beneficial for all
shareholders and stakeholders.
All Directors are expected to devote the necessary time commitments required
by their position and are expected to attend all Board meetings. The Board
convenes outside these meetings on an ad hoc basis as and when it deems
necessary.
The number of meetings of the Board and attendance for the year ended 31
December 2025 are set out below:
Meetings held Meetings attended
Gordon Hart 8 8
Patrick Elliott 8 5
Ian Staunton 8 8
Nicholas Walley 8 8
David Price 8 8
Steven Hunt 5 5
Principle 6 - Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities
The Board comprises the Executive Chairman, Gordon Hart; the Chief Executive
Officer, David Price; and four Non-executive Directors, Ian Staunton, Patrick
Elliott, Nicholas Walley and Steven Hunt. Further details on the Board can be
found on the Director biographies section of the 2025 Annual Report, which
details the relevant experience, skills and personal qualities and
capabilities that each director brings to the board.
The Board is therefore satisfied that it has a suitable balance between
independence on the one hand, and direct managerial and operational knowledge
of the Company on the other, which ensures that no individual or group may
dominate the Board's decisions. The Board is also satisfied that the Board has
sufficient knowledge of the Group and its operations to enable it to discharge
its duties and responsibilities effectively. All Directors use their
independent judgement to challenge all matters, whether strategic or
operational.
The Directors endeavour to ensure that their knowledge of best practices and
regulatory developments is up to date by technical reading and attending
relevant seminars and conferences as considered necessary. All Directors
receive regular updates on legal and governance issues. Gordon Hart has
attended numerous webinars and conferences held by the Australian Institute of
Company Directors. All Directors are encouraged to attend presentations,
conferences and webinars which improve their skill base.
The Board has regular contact with its advisors to ensure that it is aware of
changes to generally accepted corporate governance procedures and requirements
and that the Group remains compliant with applicable rules and regulations.
The Company's nominated advisor supports the Board's development, specifically
providing guidance on corporate governance and other regulatory matters, as
required.
Each Director can take independent professional advice in the furtherance of
his duties, if necessary, at the
Company's expense.
Neither the Board nor its committees have sought external advice on a
significant matter.
Principle 7 - Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
Given the current stage of the Company's development the Directors believe
that the Board operates efficiently and cost effectively and that the cost of
an external review process is not justified. Nevertheless, it is intended that
the Board will be strengthened in due course to reflect the Group's progress
with exploration and growth.
No board performance evaluation has taken place in the year for the reason
described above.
Principle 8 - Promote a corporate culture that is based on ethical values and
behaviours
The Board recognises that its decisions regarding strategy and risk will
impact the corporate culture of the Group as a whole and that this will impact
the performance of the Group. The Board is aware that the tone and culture set
by the Board will greatly impact all aspects of the Group and the way that
employees and other stakeholders behave. The Corporate Governance arrangements
that the Board has adopted are designed to ensure that the Company delivers
long term value to its shareholders, and that shareholders have the
opportunity to express their views in a manner that encourages open dialogue
with the Board. Therefore, the importance of sound ethical values and
behaviours is crucial to the ability of the Company to successfully achieve
its corporate objectives.
A large part of the Company's activities is centred upon an open and
respectful dialogue with employees, contractors, clients and other
stakeholders. The Board places great importance on this aspect of corporate
life and seeks to ensure that transparency and openness are evident in all
that the Company does. The Directors consider that at present the Company has
an open culture facilitating comprehensive dialogue and feedback and enabling
positive and constructive challenge.
The Board has adopted a code of conduct which provides a framework for ethical
decision-making and actions across the Group. The code of conduct reiterates
the Group's commitment to integrity and fair dealing in its business affairs
and its duty of care to all employees, contractors and stakeholders.
Each Board member's adherence to the Group's code of conduct is assessed
annually. Employees are assessed
on their performance and their adherence to the code of conduct through their
annual performance review.
Principle 9 - Maintain governance structures and processes that are fit for
purpose and support good decision-making by the board
BOARD PROGRAMME
The Board is responsible for approving the Company strategy and policies, for
safeguarding the assets of the Company, and is the ultimate decision-making
body of the Company in all matters except those that are reserved for specific
shareholder approval.
The Board sets direction for the Company through a formal schedule of matters
reserved for its decision.
The Board meets at least four times each year in accordance with its scheduled
meeting calendar and maintains regular dialogue between Board members.
Prior to the start of each financial year, a schedule of dates for that year's
Board meetings is compiled. This may
be supplemented by additional meetings as and when required
The Board and its committees receive appropriate and timely information prior
to each meeting, with a formal agenda being produced for each meeting, and
Board and committee papers distributed several days before meetings take
place.
Any Director may challenge Company proposals and decisions are taken
democratically after discussion. Any Director who feels that any concern
remains unresolved after discussion may ask for that concern to be noted in
the minutes of the meeting, which are then circulated to all Directors. Any
specific actions arising from such meetings are agreed by the Board or
relevant Committee and then followed up by the Company's executive management
team.
ROLES AND RESPONSIBILITIES
There is a clear division of responsibility at the head of the Company. The
Chairman is responsible for:
· running the business of the Board;
· setting the agenda for Board meetings;
· ensuring appropriate strategic focus and direction;
· facilitating effective contribution from all Directors; and
· promoting constructive and respectful relations between the Board
and management.
The Chief Executive Officer is responsible for:
· proposing the strategic focus to the Board;
· implementing strategy once it has been approved by the Board;
· overseeing the management of the Company through the executive
management team; and
· where proposed transactions, commitments or arrangements exceed
the thresholds set by the Board to refer the matter to the Board for its
consideration, review and approval.
The Board is supported by the Audit and Remuneration committees. Each
committee has access to such resources, information and advice as it deems
necessary, at the cost of the Company, to enable the committee to discharge
its duties.
The Audit Committee's primary function is to assist the Board in fulfilling
its responsibilities by reviewing the:
· Quality and integrity of financial reporting;
· Systems of internal control which management and the Board have
established to safeguard the Group's
financial and physical assets and facilitate compliance with relevant
statutory and regulatory requirements;
· Effectiveness and independence of the external audit process; and
· Quality and relevance of financial and non-financial information
provided to management and the Board on which decisions will be based.
The Remuneration Committee acts as the Board's committee to oversee employment
and remuneration contracts
for management and directors.
The roles of the Audit and Remuneration Committees are available on the
website at www.rockfireresources.com. (http://www.rockfireresources.com/)
All matters that have a material impact upon the Company or any of its
subsidiaries will be referred to the Board. However, below is a schedule of
matters reserved specifically for the decision of the Board or a duly
authorised committee thereof. The Board has the authority to obtain outside
legal or other independent advice at the expense of the Company.
Financial matters:
· Approval of full year (preliminary) and half year results
announcements.
· Adoption of significant change in accounting policies or
practices.
· Approval of all circulars and prospectus to shareholders.
· Changes relating to the capital structure of the Company.
· Approval of increases in share capital of any group company.
· The approval of all guarantees given by the Company.
· Ratify the use of Rockfire Resources plc company seal.
Corporate matters:
· Convening general meetings of the Company.
· Recommending to shareholders the approval of alterations to the
Memorandum and Articles of Association of the Company.
· Making any take-over offer for another company or other companies
within the City Code on Takeovers and Mergers and considering a response to
any such approaches to the Company.
Annual report and accounts
To issue the Annual Report of the Company having approved the following:
· Strategic Report.
· Directors Report.
· Remuneration Report. The remuneration report will be put to the
shareholders for an advisory vote at every Annual General Meeting.
· Accounts and notes to the accounts.
Appointments and structure:
· Appointment and removal of the Chairman.
· Appointment, removal and re-election of the Directors.
· Appointment and removal of the Company Secretary.
· Reviewing succession planning for the Board and senior management
of the Group.
· Carry out a formal and rigorous review of its own performance and
that of its committees and individual Directors on an annual basis.
Budgets, contracts and business development:
· Approval of strategic plans of the Company.
· Approval of the annual budget of the Company.
· Approval of significant changes in treasury and foreign currency
policy of the Company.
· Approval of material contracts.
· Significant changes to the Company's activities to include,
acquisitions or divestments or entry into a new
foreign jurisdiction or exit from an existing one.
Internal controls:
To receive reports directly from the Chief Executive Officer on the Group's
internal control systems and to consider
amongst others:
· Changes in the nature and extent of significant risks to the
business.
· The key risks and how these are evaluated and managed.
To review annually the effectiveness of the Company's internal control systems
and consider:
· For identified weaknesses, the actions being taken and the
timeliness of rectification.
· The effectiveness and output of the management's review process.
· Incidence of major control weaknesses, their cause and potential
impact on the business.
· To report to shareholders on the review of the internal control
systems.
Board committees:
· Approving terms of reference for Board Committees and agreeing
division of responsibility between Chairman and Chief Executive Officer.
· Recommendation to shareholders to appoint or remove the Company's
auditors including approval of their
fees.
· Appointment or removal of the Company's principal advisors.
· Approval of major changes in employee share and incentive
schemes.
· Approval of the Group's Health and Safety Policy.
· Approval of the Group's Environmental Policy.
· Monitoring of the Directors and Officers Liability Insurance.
· Agreeing fee levels for Non-executive Directors.
As the Group grows and develops the Board will periodically review its
corporate governance framework to ensure it remains appropriate for the size,
complexity and risk profile of the Group.
Principle 10 - Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
The Board attaches great importance to providing shareholders with clear and
transparent information on the Company's activities, strategy and financial
position.
The Company communicates with shareholders through the Annual Report,
full-year and half-year announcements, the Annual General Meeting and
one-to-one meetings with large existing or potential new shareholders.
The Company announces significant developments which are disseminated via
various outlets including the
London Stock Exchange's Regulatory News Service (RNS).
The audit committee is chaired by Ian Staunton and includes Patrick Elliott
and Gordon Hart, and their biographies can be found on page 4. The full role
of the committee is detailed on page 22 of these financial statements and is
to consider and approve the interim results, and with the auditors to consider
the Annual Report and matters raised by the auditors based on their audit. So
far as possible recommendations by the auditors are immediately implemented.
To date, audit committee matters have been discussed in full Board meetings.
As such no formal audit committee reports have been required.
The remuneration committee is chaired by Nicholas Walley and includes Patrick
Elliott, and their biographies can be found on page 4. The remuneration
committee meets on an ad hoc basis, when required. Fees payable to the
Non-executive Directors are determined by the Executive Directors.
Additional information supplied by the remuneration committee has been
disseminated across this Annual Report, rather than included as a separate
committee report.
Gordon Hart, Chairman
28 May 2026
INDEPENDENT AUDITOR'S REPORT
Opinion
We have audited the financial statements of Rockfire Resources Plc (the
'parent company') and its subsidiaries (the 'Group') for the year ended 31
December 2025 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Statements of Financial Position,
the Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK-adopted international accounting standards and as regards the
parent company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state
of the Group's and of the parent company's
affairs as at 31 December 2025 and of the Group's loss for the year then
ended;
· the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 3d) in the financial statements, which indicates
that the Group will require further funds to be raised over the next 12 months
in order for the Group to undertake its planned exploration programmes,
including meeting minimum expenditure commitments under licences. As stated in
note 3d), these events or conditions indicate that a material uncertainty
exists that may cast significant doubt on the Group's and parent company's
ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's and company's ability to continue to adopt the going
concern basis of accounting included:
· Challenging the inputs and assumptions used in the forecasts
prepared by management to assess the Group's and company's ability to meet
financial obligations as they fall due for a period of at least twelve months
from the date of approval of the financial statements;
· Checking the mathematical accuracy of the cashflow forecasts
scenarios prepared by management;
· Corroborating committed and discretionary cash flows to
supporting evidence;
· Reviewing budgeted overheads to historic financial information
and current run rates to assess the
accuracy of management's forecasting;
· Assessing the existence of subsequent events which may affect
going concern and evaluating the likelihood of occurrence of forecasted
inflows;
· Stress-testing the forecasted cash flows in order to evaluate the
likelihood of potential downside scenarios that may have an impact on
headroom;
· Reviewing post year end cash position in comparison to the
forecasted position; and
· Assessing the adequacy of the disclosures in respect of going
concern including uncertainties.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
Group Company
Materiality £155,000 (2024: £153,000) £140,000 (2024: £148,000)
Performance materiality £109,000 (2024: £107,000) £98,100 (2024: £103,000)
The benchmark for determining materiality of the Group was 2% of gross assets,
and for the Parent Company 2% of gross assets capped at 90% of Group
materiality (2024: 2% of gross assets for Group and Parent Company). We
consider gross assets to be the most significant determinant of the group's
financial position and performance used by shareholders, with the key
financial statement balances being intangible exploration and evaluation
assets and cash and cash equivalents. The going concern of the Group is
dependent on its ability to fund operations going forward, as well as on the
valuation of its assets, which represent the underlying value of the Group.
The basis for calculating materiality was unchanged from the prior year.
Performance materiality for the Group and Parent Company was set at 70% (2024:
70%) to ensure sufficient coverage of key balances. Performance materiality
for material components was set at a range between £45,000-
£65,000 (2024: £74,900) using an appropriate allocation of Group performance
materiality based on gross asset contribution. We applied the concept of
materiality both in planning and performing our audit, and in evaluating the
effect of misstatements.
We agreed with the audit committee that we would report to the committee all
audit differences identified during the course of our audit in excess of
£7,770 (2024: £7,000) for the Group financial statements as a whole and
£7,000 (2024: £7,000) for the Parent Company. We also agreed to report
differences below these thresholds that, in our view warranted reporting on
qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of
material misstatement in the financial statements. In particular, we looked at
areas requiring the directors to make subjective judgements, for example in
respect of assessing the recoverability of exploration, and evaluation
expenditure, the carrying value and recoverability of investments in
subsidiaries and intragroup balances at Parent Company level, and the
consideration of future events that are inherently uncertain. We also
addressed the risk of management override of internal controls, including
evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
A full scope audit was performed on the financial information of the Group's
material operating components which, for the year ended 31 December 2025, were
located in the United Kingdom, Australia and Greece. The audit of material
components was performed in London solely by PKF Littlejohn LLP using a team
with experience of auditing mineral exploration and publicly listed entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matters
described in the Material uncertainty related to going concern section, we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Carrying value and appropriate capitalisation of Intangible Assets - Group
(Note 9)
The Group has intangible assets in relation to capitalised exploration costs Our work in this area included:
in respect of its Australian and Greek projects amounting to £6,428k (2024:
£5,657k). There is the risk that these assets · Confirmation that the Group has good title to the applicable
exploration licences, including
have been incorrectly capitalised in accordance with
IFRS 6 and that there are indicators of impairment as at 31 December 2025 consideration of the fulfilment of any specific conditions therein;
which could affect its valuation.
· Substantive testing of a sample of exploration and evaluation
Particularly for early-stage exploration projects where the calculation of expenditures incurred during the year to assess their eligibility for
recoverable amount via value in use calculations cannot be accurately capitalisation under IFRS 6;
determined, management's assessment of impairment under IFRS 6 requires
estimation and judgement. · Making enquiries of management regarding progress at each project
during the year and future plans for each project;
As a result of the level of management estimation and judgement required, we
consider this to be a key audit matter. · Reviewing minutes and Regulatory News Service ('RNS')
announcements during the year and post year end for indications of impairment
indicators;
· Reviewing management's impairment paper in respect of the
carrying value of intangible assets and providing challenge, corroborating any
key assumptions used;
· Performing an independent assessment of whether there are
indications of impairment on a project by project basis in accordance with
IFRS 6; and
· Evaluating the presentation and disclosures in the financial
statements.
Key observation
We note that, as stated in Note 9, as at the date of approval of the financial
statements, a number of the Group's Australian
licences have expired or are due to expire in the next
12 months and are currently undergoing renewal. Should renewals not be
forthcoming, this may result in impairment to the related intangible assets.
Recoverability of investments and intragroup balances - Parent Company (Notes
11 and 12)
Investments in subsidiaries and intragroup loans are significant assets in the Our work in this area included:
Parent Company's financial statements, amounting to £1,031k (2024: £1,031k)
and £7,685k (2024: £6,231k), respectively. Their recoverability is directly
linked to the recoverability of intangible assets in those entities and hence
may not be fully recoverable. · Confirming ownership of investments;
As a result of the level of management estimation and judgement required, we · Reviewing the investment balances for indicators of impairment in
consider this to be a key audit matter. accordance with IAS 36;
· Considering the appropriateness of the methodology applied by
management in their assessment of the recoverable amount of intragroup loans,
and the calculation of any expected credit loss provisions against these
balances, in accordance with the requirements of IFRS 9;
· Evaluating the recoverability of investments and intragroup loans
by reference to underlying net asset values and exploration projects; and
· Evaluating the presentation and disclosures in the financial
statements in accordance with IFRS.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the
financial statements are prepared is consistent with the financial statements;
and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Group and parent company financial statements, the directors
are responsible for assessing the group and the parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the Group and Parent Company and
the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management,
application of cumulative audit knowledge and experience of the sector. We
ensured that the audit team collectively had the appropriate experience with
auditing entities within this industry, facing similar audit and business
risks, and of a similar size.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from:
o Companies Act 2006;
o AIM Rules;
o Employment law;
o Local mining legislation in Australia and Greece; and
o Local tax regulations in the UK, Australia, and Greece.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the Group
and parent company with those laws and regulations. These procedures included,
but were not limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal ledger accounts; and
o A review of RNS announcements.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the potential for management bias was identified in relation
to the carrying value and capitalisation of costs as intangible assets and the
carrying value of investments and intragroup loans as noted in our Key Audit
Matters above. We addressed this by challenging the assumptions and judgements
made by management when auditing that significant accounting estimate.
· As in all our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included,
but were not limited to: the testing of journals, reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) .
(http://www.frc.org.uk/auditorsresponsibilities) This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Imogen Massey (Senior Statutory Auditor) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP London
Statutory Auditor E14 5RE
28 May 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER
2025
Note 2025 2024
£ £
Interest income 48 5
Gain on remeasurement of deferred consideration 96,200 -
Administrative expenses (1,428,330) (2,000,761)
Operating loss 6 (1,332,082) (2,000,756)
Loss before taxation (1,332,082) (2,000,756)
Taxation 7 - -
Loss for the year attributable to shareholders of the Company
(1,332,082) (2,000,756)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation movement 45,145 (291,640)
Total comprehensive loss attributable to shareholders of the Company (1,286,937) (2,292,396)
Loss per share attributable to shareholders of the Company
Basic and diluted
8 (0.03)p (0.07)p
The notes on pages 40 to 61 form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER
2025
Company Registration No. 07791328
Note 2025 2024
£ £
Assets
Non-current assets
Intangible assets 9 6,428,080 5,657,375
Property, plant and equipment 10 21,477 40,888
Other receivables 12 91,818 73,591
6,541,375 5,771,854
Current assets
Cash and cash equivalents 13 1,057,236 936,205
Trade and other receivables 12 168,278 65,491
1,225,514 1,001,696
Total assets 7,766,889 6,773,550
Equity and liabilities
Equity attributable to shareholders of the Company
Share capital 14 12,308,110 9,933,289
Share premium 14 21,177,646 21,271,228
Other reserves 15 2,295,035 2,295,035
Merger relief reserve 15 190,000 190,000
Foreign exchange reserve 15 (500,820) (545,965)
Retained deficit (28,183,806) (26,931,012)
Total equity 7,286,165 6,212,575
Current liabilities
Trade and other payables 17 480,724 560,975
Total liabilities 480,724 560,975
Total equity and liabilities 7,766,889
6,773,550
The notes on pages 40 to 61 form part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 DECEMBER 2025
Company Registration No. 07791328
Note
2025 2024
£ £
Assets
Non-current assets
Property, plant & equipment 10 841 1,122
Investments 11 1,030,640 1,030,640
Total non-current assets 1,031,481 1,031,762
Current assets
Trade and other receivables 12 7,779,043 6,265,346
Total current assets 7,779,043 6,265,346
Total assets 8,810,524 7,297,108
Equity
Equity attributable to shareholders of the Company
Share capital 14 12,308,110 9,933,289
Share premium 14 21,177,646 21,271,228
Other reserves 15 1,801,872 1,801,872
Merger relief reserve 15 190,000 190,000
Accumulated losses 15 (26,793,911) (26,384,677)
Total equity 8,683,717 6,811,712
LIABILITIES
Current liabilities
Trade and other payables 17 126,807 485,395
Total liabilities 126,807 485,395
Total equity and liabilities 8,810,524 7,297,107
As permitted by section 408 of the Companies Act 2006, the Company has not
presented its own income statement.
The Company's total comprehensive loss for the year was £488,522 (2024: loss
of £414,184).
The financial statements were approved and authorised for issue by the Board
on 28 May 2026 and signed on its behalf by:
David Price
Chief Executive Officer
The notes on pages 40 to 61 form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER
2025
Company Registration No. 07791328
Share capital Share premium Other reserves Merger Foreign exchange reserve Retained deficit Total equity
relief
reserve
Note £ £ £ £ £ £ £
As at 1 January 2024 8,548,460 21,210,144 2,295,035 190,000 (254,325) (24,947,177) 7,042,137
Loss for the financial year - - - - - (2,000,756) (2,000,756)
Foreign exchange translation movement - - - - (291,640) - (291,640)
Total comprehensive loss - - - - (291,640) (2,000,756) (2,292,396)
Shares issued during the year 14 1,384,829 175,536 - - - - 1,560,365
Share issuance costs 14 - (114,452) - - - - (114,452)
Share-based payments 16 - - - - 16,921 16,921
Total transactions with shareholders 1,384,829 61,084 - - 16,921 1,462,834
At 31 December 2024 9,933,289 21,271,228 2,295,035 190,000 (545,965) (26,931,012) 6,212,575
As at 1 January 2025 9,933,289 21,271,228 2,295,035 190,000 (545,965) (26,931,012) 6,212,575
Loss for the financial year - - - - - (1,332,082) (1,332,082)
Foreign exchange translation movement - - - - 45,145 - 45,145
Total comprehensive loss - - - - 45,145 (1,332,082) (1,286,937)
Shares issued during the year 14 2,374,821 30,679 - - - - 2,405,500
Share issuance costs 14 - (124,261) - - - - (124,261)
Share-based payments 16 - - - - 79,288 79,288
Total transactions with shareholders 2,374,821 (93,582) - - - 79,288 2,360,527
At 31 December 2025 12,308,110 21,177,646 2,295,035 190,000 (500,820) (28,183,806) 7,286,165
The notes on pages 40 to 61 form part of these financial statements. A
description of each reserve is included in Note 15.
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Share premium Other reserves Merger relief Accumulated Total equity
reserve losses
Note £ £ £ £ £ £
As at 1 January 2024 8,548,460 21,210,144 1,801,872 190,000 (25,987,414) 5,763,062
Loss for the financial year - - - - (414,184) (414,184)
Total comprehensive loss - - - - (414,184) (414,184)
Issue of share capital 14 1,384,829 175,536 - - - 1,560,365
Share issuance costs 14 - (114,452) - - - (114,452)
Share-based payments 16 - - - - 16,921 16,921
Total transactions with shareholders 1,384,829 61,084 - 16,921 1,462,834
At 31 December 2024 9,933,289 21,271,228 1,801,872 190,000 (26,384,677) 6,811,712
As at 1 January 2025 9,933,289 21,271,228 1,801,872 190,000 (26,384,677) 6,811,712
Loss for the financial year - - - - (488,522) (488,522)
Total comprehensive loss - - - - (488,522 (488,522)
Issue of share capital 14 2,374,821 30,679 - - - 2,405,500
Share issuance costs 14 - (124,261) - - - (124,261)
Share-based payments 16 - - - - 79,288 79,288
Total transactions with shareholders 2,374,821 (93,582) - - 79,288 2,360,527
At 31 December 2025 12,308,110 21,177,646 1,801,872 190,000 (26,793,911) 8,683,717
The notes on pages 40 to 61 form part of these financial statements. A
description of each reserve is included in Note 15.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Note £ £
Cash flow from operating activities
Loss for the year before tax (1,332,082) (2,000,756)
Depreciation 10 6,159 5,409
Expenses settled in shares 16,762 8,612
Loss on disposal of property, plant and equipment 17,856 187
Finance income (48) (5)
Foreign exchange differences (88,978) (8,324)
Share-based payment and warrant charge 16 79,288 16,921
Gain on fair value on deferred consideration 17 (96,200) -
Decrease in trade and other receivables 12 90,629 1,719,798
Increase in trade and other payables 17 58,245 320,820
Net cash (outflow)/ inflow from operating activities (1,248,368) 62,662
Cash flow from investing activities
Exploration expenditure 9 (637,369) (979,962)
Acquisition of property, plant and equipment 10 (3,957) (20,377)
Deferred consideration payments 17 (50,000) -
Interest received 48 5
Net cash used in investing activities (691,278) (1,000,334)
Cash flow from financing activities
Proceeds from issuance of ordinary shares 14 2,184,938 1,551,753
Share issuance costs 14 (124,261) (114,451)
Net cash generated from financing activities 2,060,677 1,437,302
Net increase in cash and cash equivalents 121,031 499,630
Cash and cash equivalents at the beginning of the year 13 936,205 436,575
Cash and cash equivalents at the end of the year 1,057,236 936,205
Significant non-cash transactions during the year
During the year, the Company issued 185,000,000 ordinary shares to settle
deferred consideration arising on the acquisition of Hellenic Minerals. The
shares were recognised at their fair value at the date of issue of £203,500
(0.110 pence per share). This non-cash transaction has been excluded from the
statement of cash flows. The settlement resulted in a gain of £96,200
recognised in profit or loss. Please refer to Note 17 for further details.
The notes on pages 40 to 61 form part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Note £ £
Cash flow from operating activities
Loss for the year before tax (488,522) (414,184)
Depreciation 10 281 374
Expenses settled in shares 16,762 8,612
Expected credit losses 12 (143,017) (1,056,972)
Share-based payment and warrant charge 79,288 16,921
Gain on fair value on deferred consideration 17 (96,200) -
(Increase)/ decrease in trade and other receivables 12 (59,320) 1,573,625
(Decrease)/increase in trade and other payables 17 (8,588) 353,191
Net cash (outflow)/ inflow from operating activities (699,317) 481,567
Cash Flow from investing activities
Deferred consideration payments 17 (50,000) -
Net cash used in investing activities (50,000) -
Cash flow from financing activities
Advances of related party loans (1,311,360) (2,344,488)
Proceeds from issuance of ordinary shares 14 2,184,938 1,551,753
Share issuance costs 14 (124,261) (114,451)
Net cash generated from/ (used in) financing activities 749,317 (907,186)
Net decrease in cash and cash equivalents - (425,619)
Cash and cash equivalents at the beginning of the year 13 - 425,619
Cash and cash equivalents at the end of the year - -
Significant non-cash transactions during the year
During the year, the Company issued 185,000,000 ordinary shares to settle
deferred consideration arising on the acquisition of Hellenic Minerals. The
shares were recognised at their fair value at the date of issue of £203,500
(0.110 pence per share). This non-cash transaction has been excluded from the
statement of cash flows. The settlement resulted in a gain of £96,200
recognised in profit or loss. Please refer to Note 17 for further details.
The notes on pages 40 to 61 form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2025
Reporting entity
Rockfire Resources plc is a public limited company, quoted on AIM and
incorporated in England and Wales.
The Group's principal activities continue to be that of the exploration for
base metals, precious metals and critical minerals in Molaoi, Greece and
Queensland, Australia.
2 Adoption of new and revised standards
(i) New and amended standards, and interpretations issued and effective for
the financial year beginning 1 January 2025
The following new standards, amendments and interpretations are effective for
the first time in these financial statements. However, none has had a material
impact on the financial statements:
Standard Effective date
Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in 1 January 2025
Foreign Exchange Rates
(ii) New standards, amendments and interpretations in issued but not yet
effective
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective: (and in some cases not yet adopted by the
UK):
Standard Effective date
Annual Improvements to IFRS Accounting Standards - Volume 11; 1 January 2026
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments; and
IFRS 18 - Presentation and Disclosure in Financial Statements. 1 January 2027
The Directors do not expect that the adoption of these standards will have a
material impact on the financial statements of the Group or Company in future
periods.
3 Basis of preparation and significant accounting
policies
a) Basis of preparation
These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006. The Financial statements are prepared under the historical cost
convention as modified by the measurement of certain financial instruments at
fair value.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's and Company's
accounting policies.
b) Basis of consolidation
Subsidiaries are entities controlled by the Group. Control is achieved when
the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its
power over the investee. Specifically, the Group controls an investee if, and
only if, the Group has:
· Power over the investee (i.e., existing rights that give it the
current ability to direct the relevant activities of the investee);
· Exposure, or rights, to variable returns from its involvement
with the investee; and
· The ability to use its power over the investee to affect its
returns.
3 Basis of preparation and significant accounting
policies (continued)
b) Basis of consolidation (continued)
Generally, when the Group has less than a majority of the voting or similar
rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
· The contractual arrangement(s) with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date that
control commences until the date that control ceases. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group. Intra-group balances and any unrealised gains
or losses or income or expenses arising from intra-group transactions are
eliminated in preparing the Group financial statements.
c) Functional and presentation currency
These consolidated financial statements are presented in GB pounds sterling
(GBP), which is the Company's functional currency.
d) Going concern
The Company has prepared a cash flow forecast to 31 December 2027 which
supports the Directors' expectation that the Group has adequate resources to
continue in operational existence for a period of not less than 12 months from
the date of signing these financial statements. This cash flow forecast
assumes that the exploration programmes, including minimum expenditure
commitments, will only continue with additional equity funding secured by the
Group. This additional funding is not guaranteed.
Equity markets continue to be challenging, and these conditions indicate the
existence of a material uncertainty related to events or conditions that may
cast significant doubt on the Group's and Company's ability to continue as a
going concern. However, to date the Group has been successful in securing
funding when required.
On 8 January 2026, the Company announced that it had raised £3 million,
before expenses, comprising of 2,307,692,298 new ordinary shares of 0.1 pence
each in the Company through Placing, at a price of 0.13 pence. The Directors
intend for the net proceeds of the Placing to be used, in conjunction with
Rockfire's existing available cash resources, to continue the development of
the Company's Molaoi zinc/silver/lead project in Greece and to fund on-going
working capital requirements within the Company.
As such, the financial statements have been prepared assuming the Group and
Company will continue as a going concern.
The Directors believe the Group will generate sufficient working capital and
cash flows to continue in operational existence and will have the ongoing
support of its shareholders, if required, for the foreseeable future. These
financial statements do not include the adjustments that would be required if
the Group and Company could not continue as a going concern.
e) Business combinations
The Group applies the acquisition method in accounting for business
combinations, in accordance with IFRS 3. The consideration transferred to
obtain control of a subsidiary is measured as the fair value of the assets
transferred, liabilities incurred, and equity instruments issued by the Group
at the acquisition date. This includes the fair value of any contingent
consideration arrangement. The consideration is compared with the fair value
of the identifiable net assets acquired. Acquisition-related costs are
expensed as incurred.
3 Basis of preparation and significant accounting
policies (continued)
e) Business combinations (continued)
At the acquisition date, contingent consideration is recognised at its fair
value as part of the total consideration transferred. After the acquisition
date, changes in the fair value of contingent consideration that are
classified as financial liabilities are recognised in profit or loss in
accordance with IFRS 9. Adjustments made within the 12-month measurement
period are reflected as revisions to the original acquisition accounting.
However, any changes arising after the measurement period are not adjusted,
but instead recognised directly in the income statement.
f) Property, plant and equipment
Items of property, plant and equipment are stated at historical cost less
accumulated depreciation.
Depreciation is provided at the following annual rates in order to write off
each asset over its estimated useful life.
· Motor
vehicles
- 20% straight line
· Office equipment
- 25% straight line
· Building improvements
- 10% straight line
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date.
g) Intangible assets - exploration costs
Exploration costs comprise costs associated with the acquisition of mineral
rights and mineral exploration and are capitalised as intangible assets
pending the feasibility of the project. They also include certain
administrative costs that are allocated to the extent that those costs can be
related directly to exploration activities.
If an exploration project is deemed successful based on feasibility studies,
the related expenditure is transferred to development and production assets
and amortised over the estimated useful life of the ore reserves on a unit of
production basis. Where a project is abandoned or considered to be no longer
economically viable, the related costs are written off to profit or loss.
To date, the Group has not progressed to the development and production stage
in any area of operation.
h) Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an assets
or cash-generating unit's fair value less costs to sell and its value in use
and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent from those of other assets or groups
of assets. Where the carrying value of an asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs to sell, an
appropriate valuation model is used.
Exploration projects at an early stage of development are assessed under the
following areas, in accordance with the criteria contained within IFRS 6, for
circumstances that may indicate the existence of impairment:
· The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
· No further exploration or evaluation is planned or budgeted;
· A decision has been taken by the Board to discontinue exploration
and evaluation in an area due to the absence of a commercial level of
reserves; or
· Sufficient data exists to indicate that the book value will not
be fully recovered from future development.
3 Basis of preparation and significant accounting
policies (continued)
h) Impairment of non-financial assets (continued)
Impairment losses of continuing operations are recognised in profit or loss in
those expense categories consistent with the function of the impaired asset.
For impaired assets, an assessment is made at each reporting date as to
whether there is any indication that previously recognised impairment losses
may no longer exist or may have decreased. If such indication exists, the
Group makes a revised estimate of recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in the estimates
used to determine the asset's recoverable amount since the last impairment
loss was recognised. If that is the case the carrying amount of the asset is
increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years.
i) Financial instruments
Financial assets
Classification
The Group classifies its financial assets at amortised cost. Financial assets
do not comprise prepayments. Management determines the classification of its
financial assets at initial recognition. The classification of financial
assets at initial recognition that are debt instruments depends on the
financial asset's contractual cash flow characteristics and the business model
for managing them. In order for a financial asset to be classified and
measured at amortised cost it needs to give rise to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.
Amortised cost
The Group's financial assets held at amortised cost comprise trade and other
receivables and cash and cash equivalents in the statement of financial
position. These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They arise
principally through the provision of goods and services to customers (e.g.,
trade receivables), but also incorporate other types of contractual monetary
asset. 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 method, less provision
for impairment.
Impairment of financial assets
An impairment provision is recognised when there is objective evidence of a
default event (e.g., significant financial difficulties on the part of the
counterparty or default or significant delay in payment) such that the Group
may be unable to collect all of the amounts due under the terms receivable,
the amount of such a provision being the difference between the net carrying
amount and the present value of the future expected cash flows associated with
the impaired asset.
Impairment provisions for trade receivables and other receivables are
recognised based on the simplified approach within IFRS 9 using lifetime
expected credit losses (ECLs). During this process the probability of
non-payment of receivables is assessed. This probability is then multiplied by
the amount of expected loss arising from the default to determine the ECL.
Financial liabilities
The Group classifies its financial liabilities in the category of financial
liabilities at amortised cost, or when the Group becomes party to the
contractual provisions these are initially measured at fair value. All
financial liabilities are recognised in the statement of financial position
when the Group becomes a party to the contractual provision of the instrument.
Trade and other payables and borrowings are included in this category.
3 Basis of preparation and significant accounting
policies (continued)
i) Financial instruments (continued)
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the statement of comprehensive income over the period
of the borrowings using the effective interest method.
Borrowings are de-recognised from the balance sheet when the obligation
specified in the contract is discharged, is cancelled or expires. The
difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is
recognised in profit or loss as other operating income or finance costs.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting period.
Trade and other payables
Trade and other payables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest method.
Accounts payable are classified as current liabilities if payment is due
within one year or less. If not, they are presented as non-current
liabilities.
j) Provisions
A provision is recognised in the balance sheet when the Group has a present
legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefit will be required to settle the
obligation. If the effect is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects the
current market assessment of the time value of money and where appropriate,
the risks specific to the liability.
k) Current and deferred tax
Tax represents the sum of current and deferred tax.
Tax payable or receivable is based on taxable profit or loss for the year.
Taxable profit or loss differs from accounting profit or loss as reported in
the consolidated statement of comprehensive income because it excludes items
of income or expense that are taxable or deductible in other years and further
excludes items that are never taxable or deductible. Current tax is measured
using tax rates that have been enacted or substantively enacted by the
reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available, against which
deductible temporary differences can be utilised.
l) Pensions
Pension costs charged in the financial statements represent the contributions
payable by the Group during the year into defined contribution pension
schemes.
m) Foreign currencies
The individual financial statements of each Group entity are presented in the
currency of the primary economic environment in which the entity operates (its
functional currency). For the purpose of the financial statements, the results
and financial position of each entity are expressed in GBP.
3 Basis of preparation and significant accounting
policies (continued)
m) Foreign currencies (continued)
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at the balance
sheet date. Exchange differences arising on the settlement of monetary items
and on the retranslation of monetary items are included in the statement of
comprehensive income for the period.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are expressed in GBP using
exchange rates prevailing at the balance sheet date. Income and expense items
are translated at the average exchange rates for the period. Exchange
differences arising, if any, are classified as other comprehensive income and
are transferred to the Group's translation reserve.
When the settlement of a monetary item receivable from or payable to a foreign
operation is neither planned nor likely in the foreseeable future, foreign
currency gains and losses arising from such items are considered to form part
of a net investment in the foreign operation and are recognised in other
comprehensive income and presented in the exchange reserve in equity.
n) Investments
Investments held as non-current assets comprise investments in subsidiary
undertakings and are stated at cost less any provision for impairment.
o) Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
p) Share-based payments
The Group makes equity-settled share-based payments to certain Directors and
employees. Equity-settled share-based payments are measured at fair value at
the date of grant by reference to the fair value of the equity instruments
granted.
The fair value determined at the grant date of equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of the number of instruments that will eventually
vest, with a corresponding credit recognised within retained earnings. Fair
value is measured by use of the Black Scholes model. The expected life used in
the model has been adjusted, based on management's best estimate, for the
effect of non-transferability, exercise restrictions, and behavioural
considerations.
Non-vesting and market vesting conditions are taken into account when
estimating the fair value of the option at grant date. Service and non-market
vesting conditions are taken into account by adjusting the number of options
expected to vest at each reporting date.
q) Warrants
Warrants issued by the Group are classified as equity instruments as they are
exercisable into a fixed number of ordinary shares for a fixed amount of cash.
Warrants are measured at fair value at the date of grant, with the fair value
recognised in profit or loss when the warrants vest of become exercisable.
Fair value is measured by use of the Black Scholes model, with no subsequent
remeasurement after initial recognition.
r) Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting
estimates will, by definition, seldom equal the actual results. Estimates and
judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed
to be reasonable under the circumstances. Certain amounts included in the
financial statements involve the use of judgement and/or estimation. These
judgements and estimates are based on management's best knowledge of the
relevant facts and circumstances, but actual results may differ from the
amounts included in the financial statements.
3 Basis of preparation and significant accounting
policies (continued)
r) Critical accounting estimates and judgements (continued)
The Board has considered the critical accounting estimates and assumptions
used in the financial statements and concluded that the areas of judgement
that have the most significant effect on the amounts recognised in the
financial statements are as set out below.
Recoverability of deferred exploration costs
All costs directly attributable to exploration are capitalised on a project
basis, pending a decision on the economic feasibility of the project. The
capitalisation of such costs gives rise to an intangible asset in the
consolidated statement of financial position. Exploration costs are
capitalised where it is considered likely that the amount will be recovered by
future exploitation, sale or alternatively where the activities have not
reached a stage which permits a reasonable assessment of the existence of
reserves. This requires management to make estimates and assumptions as to the
future events and circumstances, especially in relation to whether an
economically viable extraction operation can be established. Such estimates
are subject to change and should it become apparent that recovery of the
expenditure is unlikely, the relevant amount is written off in the statement
of comprehensive income. Refer to Note 9 for further details on capitalised
exploration costs.
Receivables from Group undertakings
The Company makes assumptions when implementing the forward-looking expected
credit loss ("ECL") model. This model is used to assess intercompany loans for
impairment.
Estimates are made regarding the credit risk and the underlying probability of
default in each of the credit loss scenarios. The scenarios identified by the
Company are production, divestment, fire-sale and failure. The Directors make
judgements on the expected likelihood and outcome of each of the scenarios,
and these expected values are applied to the loan balances.
Estimates are made regarding the credit risk and the underlying probability of
default in each of the credit loss scenarios. The scenarios identified by the
Company are production, divestment, fire-sale and failure. The Directors make
judgements on the expected likelihood and outcome of each of these scenarios,
and these expected values are applied to the loan balances. Management
reviewed the ECL assessment as at 31 December 2025 and concluded that,
following significant technical progress and strengthened geological results
at the Molaoi critical mineral project, the forward-looking economic outlook
for Hellenic Minerals SA has improved. Recent updates reported continued
high-grade zinc, lead, silver, germanium and copper mineralisation, upgraded
geological modelling, and the identification of additional critical minerals,
all of which support a higher expectation of recovery compared with prior
periods. No other material events occurred within other projects, materially
effecting ECL balances across the Group.
Warrant valuation
The fair value of warrants issued by the Group is determined using the Black
Scholes option pricing model. The model requires the use of estimates and
assumptions, including expected volatility, risk-free interest rate, expected
warrant life and expected dividends. These inputs involve judgement and can
materially affect the fair value calculated. Given the size of the warrant
charge recognised during the year, management considers the valuation of
warrants to be a key estimate. The underlying assumptions are reviewed at the
grant date based on available market data and management's best estimates.
4 Segmental reporting
During the year, the Group had one business segment which was exploration for
base metals, precious metals, and critical minerals. Accordingly, no segmental
analysis is appropriate.
5 Staff costs
Number of employees
The monthly average number of employees (excluding Directors) of the Group
during the year was:
2025 2024
No. No.
Professional 5 3
Employment costs (excluding directors) 2025 2024
£ £
Wages and salaries 176,374 121,801
Total 176,374 121,801
Directors' emoluments
2025
Short-term benefits Post-employment benefits Fees settled in shares Total
£ £ £ £
David Price 94,487 11,102 - 105,589
Gordon Hart 124,325 14,608 - 138,933
Ian Staunton 40,000 - - 40,000
Patrick Elliott 40,000 - 9,821 49,821
Nicholas Walley 40,000 - - 40,000
Steven Hunt 17,720 2,164 - 19,884
Total 356,532 27,874 9,821 394,227
2024
Short-term benefits Post-employment benefits Fees settled in shares Total
£ £ £ £
David Price 190,232 20,347 10,000 220,579
Gordon Hart 169,326 16,727 - 186,053
Ian Staunton 44,186 - - 44,186
Patrick Elliott 44,186 - 3,076 47,262
Nicholas Walley 44,186 - - 44,186
Thomas Geissler (resigned 15/10/2024) 14,647 - - 14,647
Total 506,763 37,074 13,076 556,913
The key management personnel of the Group are considered to be the Directors.
Steven Hunt was appointed as a Director on 2 June 2025.
Fees settled in shares relate to remuneration received in ordinary shares in
the Company. During the year, the Company issued shares to Patrick Elliott in
lieu of cash fees. The shares issued in March 2025 related to remuneration
earned for the period 1 January 2024 to 30 June 2024.
Further details pertaining to Directors' remuneration can be found in the
Directors' remuneration report on page 18.
6 Operating loss
Operating loss is stated after charging:
2025 2024
£ £
Fees payable to the Group auditor for the audit of the Group and Company 39,300 35,220
financial statements
Fees payable to the Group auditor for taxation services - 2,940
Other fees payable to the Group auditor - 39,000
7 Taxation
2025 2024
£ £
Factors affecting tax charge for the year
Loss on ordinary activities before taxation (1,332,082) (2,000,756)
Loss on ordinary activities at the UK standard rate (333,021) (500,189)
Effects of:
UK carried forward losses 138,022 381,634
Non-deductible expenses 19,863 4,446
Losses of overseas subsidiaries carried forward 175,136 114,109
Corporation tax for the year ended 31 December 2025 was calculated using a tax
rate of 25% (2024: 25%).
The Group has estimated UK tax losses of approximately £7,774,804 (2024:
£7,222,552), and losses of overseas subsidiaries approximately £2,306,935
(2024: £1,633,514) available to carry forward against future trading profits.
The Group has not recognised a deferred tax asset on any losses carried
forward due to the uncertainty of future profits.
8 Earnings per share
2025 2024
£ £
Loss for the purpose of basic and diluted loss per share (1,332,082) (2,000,756)
Weighted average number of ordinary shares for the purpose of basic and 5,091,126,974 2,763,537,649
diluted loss per share
Loss per share - basic and diluted (pence) (0.03) (0.07)
Basic EPS is calculated by dividing the loss attributable to equity holders of
the Company by the weighted average number of ordinary shares in issue during
the year. Diluted EPS is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares. The Company, being loss making in both this year and the
comparative period would mean that any exercise would be anti-dilutive.
9 Intangible assets
Group Exploration costs
£
At 1 January 2024 4,972,616
Additions 979,962
Foreign exchange differences (295,203)
At 31 December 2024 5,657,375
At 1 January 2025 5,657,375
Additions 637,369
Foreign exchange differences 133,336
At 31 December 2025 6,428,080
As at 31 December 2025, the Group had future commitments of £2,691,854 (2024:
£4,353,714) in relation to exploration projects, these commitments are not
financial obligations, but conditions of the licenses in order to keep them in
good standing:
Minimum
spend
£
1 year 1,493,404
Later than 1 year but no more than 5 years 1,198,450
Total 2,691,854
10 Property, plant and equipment
Group Motor vehicles Office equipment Building improvements Total
£ £ £ £
Cost
At 1 January 2024 36,895 9,875 1,085 47,855
Additions 18,809 1,568 - 20,377
Disposals - (2,360) - (2,360)
Foreign exchange differences (2,927) (441) (52) (3,420)
At 31 December 2024 52,777 8,642 1,033 62,452
At 1 January 2025 52,777 8,642 1,033 62,452
Additions - 3,957 - 3,957
Disposals (17,856) - - (17,856)
Foreign exchange differences 1,007 352 57 1,416
At 31 December 2025 35,928 12,951 1,090 49,969
Depreciation
At 1 January 2024 11,428 8,065 118 19,611
Charge for the year 4,652 651 106 5,409
Disposals - (2,172) - (2,172)
Foreign exchange differences (876) (399) (9) (1,284)
At 31 December 2024 15,204 6,145 215 21,564
At 1 January 2025 15,204 6,145 215 21,564
Charge for the year 4,353 1,699 107 6,159
Foreign exchange differences 524 231 14 769
At 31 December 2025 20,081 8,075 336 28,492
Net book value
At 31 December 2024 37,573 2,497 818 40,888
At 31 December 2025 15,847 4,876 754 21,477
10 Property, plant and equipment (continued)
Company Office equipment Total
£ £
Cost
At 1 January 2024 1,941 1,941
Additions - -
At 31 December 2024 1,941 1,941
At 1 January 2025 1,941 1,941
Additions - -
At 31 December 2025 1,941 1,941
Depreciation
At 1 January 2024 445 445
Charge for the year 374 374
At 31 December 2024 819 819
At 1 January 2025 819 819
Charge for the year 281 281
At 31 December 2025 1,100 1,100
Net book value
At 31 December 2024 1,122 1,122
At 31 December 2025 841 841
11 Investments
Company 2025 2024
£ £
Investments 1,030,640 1,030,640
The Group's subsidiary undertakings at 31 December 2025, were as follows:
Entity name Proportion held Class of shareholding Nature of business Country of incorporation Registered office
BGM Investments Pty Limited 100% Ordinary Exploration Australia c/o MGD Financial Pty Ltd
175 Melbourne Street, South Brisbane, QLD 4101, Australia.
Hellenic Minerals SA 100% Ordinary Exploration Greece Philellinon No 9, Alexandroupoli, 68131, Greece.
12 Trade and other receivables
Current 2025 2024
Group £ £
Other receivables 168,278 65,491
2025 2024
Company £ £
Amounts owed by Group undertakings 7,684,945 6,230,570
Other receivables 94,098 34,776
Total 7,779,043 6,265,346
Receivables due from Group undertakings are net of cumulative ECLs of
£1,942,591 (2024: £2,085,608).
As at 31 December 2025 other receivables comprise of materially standard
prepayments.
Non - Current 2025 2024
Group £ £
Other receivables 91,818 73,591
The other receivables balance of £91,818 (2024: £73,591) relates to deposits
held in respect of a guarantee given to the Greek Government which expires in
2028.
13 Cash and cash equivalents
2025 2024
Group £ £
Cash and cash equivalents 1,057,236 936,205
Company
Cash and cash equivalents - -
During the prior period being the year ended 31 December 2024, the Directors
made the decision to manage the majority of the working capital cash balances
of the Group within BGM Investments Pty Limited, rather than the Company.
14 Share capital
Group and Company
Issued share capital 2025 2024
No. No.
Deferred shares of £0.099 each 51,215,534 51,215,534
Ordinary shares of £0.001 each 6,312,442,063 3,937,620,625
Ordinary Shares
2025 2024
Number Number
Allotted, called up and fully paid
At 1 January 3,937,620,625 2,552,791,046
Issued for cash 2,000,000,000 1,381,754,000
Issued on exercise of warrants 180,000,000 -
Issued in respect of deferred consideration 185,000,000 -
Issued in lieu of fees 9,821,438 3,075,579
At 31 December 6,312,442,063 3,937,620,625
Share Capital
2025 2024
£ £
Allotted, called up and fully paid
At 1 January 9,933,289 8,548,460
Issued for cash(1) 2,000,000 1,381,754
Issued on exercise of warrants 180,000 -
Issued in respect of deferred consideration 185,000 -
Issued in lieu of fees 9,821 3,075
At 31 December 12,308,110 9,933,289
(1)In the year ended 31 December 2025 includes issue costs of £124,260 (2024:
£114,452), which has been deducted from share premium.
Share Premium
2025 2024
£ £
At 1 January 21,271,228 21,210,144
Share issues 126,879 175,536
Expenses relating to share issue (124,261) (114,452)
At 31 December 21,273,846 21,271,228
Fully paid ordinary shares carry one vote per share and carry the right to
dividends. There are no shares held by the Company or its subsidiaries.
The deferred shares carry no voting or income rights. The only right attaching
to deferred shares is to receive the amount paid up on a winding up of the
Company once the holders of ordinary shares have received £1,000,000 per
ordinary share.
The nominal value of the issued share capital includes a cumulative foreign
exchange difference of £925,332 which crystallised in 2017 when the Group's
functional and presentational currency was changed from US$ to GBP.
15 Reserves
Share premium
The share premium account represents amounts subscribed for share capital in
excess of nominal value, net of directly attributable issue costs.
Foreign exchange reserve
Cumulative gains and losses on translating the net assets of overseas
operations to the presentation currency.
Merger relief reserve
The balance on the merger relief reserve represents the fair value of the
consideration given in excess of the nominal value of the ordinary shares
issued as consideration on the acquisition of Hellenic.
Other reserves
Represents the reserve arising from a share for share exchange as part of a
group reorganisation in 2011.
Retained deficit
Cumulative realised losses of the Group.
16 Share options and warrants
Share options
2025 2024
Options Weighted Options Weighted
average exercise average exercise
price price
No. £ No. £
Outstanding at 1 January 57,000,000 0.003 36,000,000 0.02
Granted during the year 175,000,000 0.003 57,000,000 0.003
Lapsed during the year - - (36,000,000) 0.02
Outstanding at 31 December 232,000,000 0.003 57,000,000 0.003
Exercisable at 31 December 232,000,000 0.003 57,000,000 0.003
The weighted average life of the outstanding and exercisable options was 2
years 37 days (2024: 2 years 358 days).
Share options are provided to those Directors responsible for delivering the
Group's strategy and to attract and retain the best executive management
talent. This ensures alignment of the interests of management directly with
those of shareholders. On 21 February 2025, the Company granted 175,000,000
options over new ordinary shares to Directors. The options were granted at an
exercise price of 0.25 pence per ordinary share, being double the mid-market
closing price on 21 February 2025 of 0.12 pence, plus 0.01 pence, in
accordance with the terms of the Directors' service agreements. The options
have a term of three years, vests immediately, and any unexercised options
will expire on 20 February 2028.
The fair value of the options granted during the year was calculated using the
Black Scholes Model with the following assumptions:
2025
2024
Risk free interest rate
4.060%
4.220%
Expected volatility
119.38%
51.000%
Expected dividend yield
0.000%
0.000%
Life of options
3 years
3 years
Share price at measurement
date
£0.0012
£0.0016
During the year ended 31 December 2025 £79,288 (2024: £16,921) has been
recognised as a share-based expense in the statement of comprehensive income
related to the grant of share options.
16 Share options and warrants (continued)
Share options held by Directors were as follows:
2025 2024
No. No.
David Price 65,000,000 15,000,000
Gordon Hart 65,000,000 15,000,000
Ian Staunton 34,000,000 9,000,000
Patrick Elliott 34,000,000 9,000,000
Nicholas Walley 34,000,000 9,000,000
Warrants
On 3 July 2025, the Company granted 1,000,000,000 warrants in respect of new
Ordinary Shares at an exercise price of 0.10 pence. These were fully vested on
grant and are exercisable for a period of 24 months.
2025 2024
Warrants Weighted Warrants Weighted
average exercise average exercise
price price
No. £ No. £
Outstanding at 1 January - - - -
Granted during the year 1,000,000,000 0.0010 - -
Exercised during the year (180,000,000) 0.0010 - -
Outstanding at 31 December 820,000,000 0.0010 - -
Exercisable at 31 December 820,000,000 0.0010 - -
During the year ended 31 December 2025, warrants were issued to participants
in the July 2025 equity placing and form part of the overall equity financing
transaction. As the warrants were not issued in exchange for goods or
services, they are outside the scope of IFRS 2 Share-based Payment.
Accordingly, no charge has been recognised in the Statement of Comprehensive
Income in respect of these warrants.
17 Trade and other payables
2025 2024
Group £ £
Trade payables 307,506 24,202
Other payables 139,274 495,712
Accruals 33,944 41,061
Total 480,724 560,975
2025 2024
Company £ £
Trade payables 44,156 25,544
Other payables 50,000 421,719
Accruals 32,651 38,132
Total 126,807 485,395
Included in other payables is deferred consideration payable of £50,000
(2024: £399,700) to the vendors of Hellenic Minerals S.A.
17 Trade and other payables (continued)
On 4 September 2024 the Company announced it had achieved the minimum JORC
resource of 400,000 tonnes of zinc-equivalent metal content. This achievement
triggered the deferred consideration amounting to £100,000 payable in cash
and £299,700 payable in the ordinary shares, to be issued at a 5% discount to
the 5-day VWAP share price at the date of announcement.
On 6 March 2025, the Company issued a total of 185,000,000 new ordinary shares
of 0.1 pence at an issue price of 0.162 pence per share in respect of the
share element of the deferred consideration. In accordance with IFRIC 19, the
shares issued to settle the liability have been recognised at their fair value
of 0.110 pence per share at the date of issue, with the resulting gain of
£96,200 recognised in profit or loss. David Price, in accordance with the
sale and purchase agreement, was entitled to 50% of the deferred
consideration. David Price elected to receive his portion of the share
allotment (being 72,500,000 ordinary shares) but deferred his portion of the
cash component (being £50,000) until a later time. This amount remained
outstanding at 31 December 2025 and is included within other payables above.
The £50,000 due to the remaining vendors of Hellenic was settled during the
period.
18 Financial instruments
In common with other businesses, the Group is exposed to risks that arise from
its use of financial instruments. This note describes the Group's objectives,
policies and processes for managing those risks and the methods used to
measure them. Further quantitative information in respect of these risks is
presented throughout these financial statements. The significant accounting
policies regarding financial instruments are disclosed in Note 3.
The Group does not have any derivative products or any long-term borrowings.
The Group is not exposed to interest-bearing indebtedness. The exploration
activities of the Group are financed by the proceeds of share issues.
Principal financial instruments
The principal financial instruments at amortised cost used by the Group, from
which financial instrument risk arises, are as follows:
2025 2024
Group £ £
Current Financial assets
Cash and cash equivalents 1,057,236 936,205
Trade and other receivables 126,382 36,071
Total 1,183,618 972,276
Non-current financial assets
Other receivables 91,818 73,951
Total 91,818 73,951
Financial liabilities
Trade payables 307,506 24,202
Other payables 139,274 495,712
Total 446,780 519,914
Company
Financial assets
Cash and cash equivalents - -
Trade and other receivables 7,779,043 6,232,306
Total 7,779,043 6,232,306
Financial liabilities
Trade payables 44,156 25,544
Other payables 50,000 421,719
Total 94,156 447,263
The Directors consider that the fair value of the above financial instruments
is equal to the carrying values.
18 Financial instruments (continued)
General objectives, policies and processes
The Directors have overall responsibility for the determination of the Group's
risk management objectives and policies. The Board regularly reviews the
effectiveness of the processes put in place and the appropriateness of the
objectives and policies it sets.
The overall objective of the Directors is to set policies that reduce risk as
far as possible without unduly affecting the Group's competitiveness and
flexibility.
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 carrying amount of financial assets represents the maximum
credit exposure. The maximum exposure to credit risk at the reporting date was
as follows:
2025 2024
Group £ £
Current Financial assets
Cash and cash equivalents 1,057,236 936,205
Trade and other receivables 126,382 36,071
Total 1,183,618 972,276
Non-current financial assets
Other receivables 91,818 73,951
Total 91,818 73,951
Company
Financial assets
Trade and other receivables 7,779,043 6,232,306
Total 7,779,043 6,232,306
Liquidity risk
Liquidity risk relates to the ability of the Group to meet future obligations
and financial liabilities. To date the Group has relied upon shareholder
funding of its activities. Future exploration and development activities is
dependent upon the Group's ability to obtain further financing through equity
financing or other means.
The following table shows the Group's financial liabilities:
2025 2024
Group £ £
Financial liabilities
Trade payables 307,506 24,202
Other payables 139,274 495,712
Total 446,780 519,914
Company
Financial liabilities
Trade payables 44,156 25,544
Other payables 50,000 421,719
Total 94,156 447,263
The financial statements have been prepared on a going concern basis and note
3(d) provides further information in this regard.
18 Financial instruments (continued)
Foreign currency risk
Foreign currency risk refers to the risk that the value of a financial
commitment, recognised asset or liability will fluctuate due to changes in
foreign currency rates.
The Group operates in Australia and Greece. As such the Group is exposed to
transaction foreign exchange risk. The mix of currencies and terms of trade
with its suppliers are such that the Directors believe that the Group's
exposure is minimal and consequently they have not, to date, specifically
sought to hedge that exposure. Most of the Group's funds are in GBP with only
sufficient funds held overseas to meet local costs. The Group and Company's
net exposure to foreign currency risk at the reporting date is as follows:
Group Company
Net foreign currency financial (liabilities)/assets Year Year Year Year
ended 31 December 2025 ended 31 December 2024 ended 31 December 2025 ended 31 December 2024
£ £ £ £
EURO (293,498) 80,156 - -
AUD 14,473 (9,545) - -
(279,025) 70,611 - -
Sensitivity analysis
The following table details the impact of changes in foreign exchange rates on
financial assets and liabilities at the balance sheet date, illustrating the
(decrease)/increase in Group operating result caused by a 10 per cent
strengthening of GBP compared to the year-end spot rate. The analysis assumes
that all other variables remain constant.
Profit or loss Equity
Net foreign currency financial Year Year Year Year
(liabilities)/assets ended 31 December 2025 ended 31 December 2024 ended 31 December 2025 ended 31 December 2024
£ £ £ £
EURO 29,350 (8,015) 29,350 (8,015)
AUD (1,448) 954 (1,448) 954
27,902 (7,061) 27,902 (7,061)
Commodity price risk
Commodity price risk is the risk that the Group's future earnings will be
adversely impacted by changes in the market prices of commodities. The Group
is not currently exposed to commodity price risk, but future revenues will be
determined by reference to market commodity prices.
Capital management
The Group's objectives when managing capital is to maintain its ability to
continue as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to ensure sufficient resources are
available to meet day to day operating requirements. The Group defines capital
as 'equity' and 'cash' as shown in the consolidated statement of financial
position. As at 31 December 2025 the Group held equity and cash balances of
£7,286,165 and £1,057,236 (2024: £6,212,575 and £936,205), respectively.
The Board takes full responsibility for managing the Group's capital and does
so through Board meetings and reviews of financial information.
The Group's policy is to invest its cash in deposits with high credit worthy
financial institutions with short term maturity.
19 Related party transactions
During the year, the Company advanced funds to BGM Investments Pty Ltd
totalling £276,497 (2024: £1,100,531). The loan is repayable in GBP on
demand and as at 31 December 2025, £5,784,152 (2024: £5,507,655) was
outstanding. A cumulative expected credit loss provision of £1,942,591 (2024:
£1,945,091) has been recognised at the year-end in respect of the loan.
During the year, the Company advanced funds to Hellenic Minerals S.A.
totalling £807,599 (2024: £473,271). The loan is repayable in GBP on demand
and as at 31 December 2024 £2,845,505 (2024: £2,037,906) was outstanding. A
cumulative expected credit loss provision of £Nil (2024: £140,516) has been
recognised at the year-end in respect of the loan.
On 4 September 2024, the Company met the technical milestone that triggered
the final tranche payment to the vendors of Hellenic Minerals S.A. This
deferred consideration comprised 185,000,000 ordinary shares issued at 0.0162p
per share and a cash payment of £100,000. In accordance with the sale and
purchase agreement, David Price became entitled to receive 72,500,000 ordinary
shares in the Company and a £50,000 cash payment. The shares were issued on 6
March 2025, but David Price elected to defer his portion of the cash component
until a later date.
20 Joint venture
On 20 January 2023 the Company announced that it had entered into a joint
venture (''JV'') with Sunshine Gold Limited to advance the Plateau gold
deposit in Queensland, Australia. The JV will result in Sunshine Gold Limited
sole-funding exploration at Plateau for 3 years, with funding being engaged on
direct exploration activity.
The JV includes the Lighthouse Project exploration permit tenement EPM25617
and the adjoining Kookaburra exploration permit tenement EPM26705 in
Queensland. As at 31 December 2025 these tenements accounted for £1,359,190
of the Group's Intangible assets. As all expenditure on the tenements are
capitalised, there were no losses or profits attributed to the tenements.
During the sole funding period, Sunshine Gold Limited must keep the tenements
in good order and meet all statutory reporting, rehabilitation and expenditure
obligations. On the occurrence of each milestone set out in the table below,
Sunshine Gold Limited will acquire the corresponding participating interest in
the tenements. Up until the point as Sunshine Gold Limited reaches a
milestone, Sunshine Gold Limited will have a participating interest in the
tenements of 0%.
Stage Milestone Total participating interest earned by Sunshine at end of stage Time frame
1 Sunshine Gold Limited has sole funded AUD $600,000 in expenditure. 40% Maximum of 1 year from execution date being 20 January 2024.
2 Sunshine Gold Limited has sole funded a further AUD $600,000 in expenditure. 51% Maximum of 2 years from execution date being 20 January 2025.
3 Sunshine Gold Limited has sole funded a further AUD $1,000,000 in expenditure. 75% Maximum of 3 years from execution date being 20 January 2026.
The expenditure requirement for each Stage 1, 2 and 3 is independent of the
other stages and not cumulative.
At the conclusion of Stage 3, the Company has 60 days from receipt of all data
and reports and proposed program and budget, by written notice, to elect to
either:
- Contribute its 25% share of on-going exploration
and development expenditure; or
- Convert its 25% share to a 1.5% net smelter
royalty.
The terms of the net smelter royalty are to be based on the standard Energy
& Resources Law Association (formerly AMPLA Ltd) template.
20 Joint venture (continued)
As at 31 December 2025 Sunshine Gold Limited had spent £115,384, in total, in
respect of the JV. This amount was not sufficient for Sunshine Gold Limited to
meet the stage 2 expenditure requirement on completion of stage 2 in January
2025, nor completion of stage 1 in the prior year. Further the expenditure
threshold required for stage 3 had not been met, as at 31 December 2025. As
each stage is independent, Sunshine Gold Limited will not earn any
participating interest until the relevant stage's full expenditure requirement
has been met. Accordingly, as at 31 December 2025, Sunshine Gold Limited
continued to hold a 0% participating interest in the tenement EPM25617 and the
adjoining tenement EPM26705. Sunshine Resources has been actively defining
additional gold resources on tenements surrounding the Lighthouse JV in order
to achieve a critical mass of resources to undertake a centralised toll
treatment operation from ore derived from multiple tenements. This has meant
they have needed to prioritise their expenditure to bring surrounding assets
up the same level of JORC resources as the Lighthouse tenement has achieved.
Sunshine has now agreed to acquire a processing plant which will be used to
treat ore from Lighthouse and surrounding tenements. Sunshine intends to apply
for a mining licence at Lighthouse to facilitate planned future mining.
On 29 September 2025, the Company announced that it had entered into a new
farm-in agreement with Eastern Resources Limited to advance the Marengo Gold
Project in Queensland, Australia.
The farm-in will result in Eastern Resources Limited sole-funding exploration
at Marengo for a period of three years, with funding being engaged on direct
exploration activity. This agreement relates to the Marengo Goldfield
exploration permit tenement EPM25715 in Queensland. As at 31 December 2025,
this tenement accounted for £298,294 of the Group's intangible assets. As all
expenditure on the tenements are capitalised, there were no losses or profits
attributable to the tenement.
During the sole funding period, Eastern Resources Limited must keep the
tenement in good order and meet all statutory reporting, rehabilitation and
expenditure obligations. On the occurrence of each milestone set out in the
table below, Eastern Resources Limited will acquire the corresponding
participating interest in the tenement. Up until the point Eastern Resources
Limited reaches a milestone, Eastern Resources Limited will have a
participating interest in the tenement of 0%.
Stage Milestone Total participating interest earned by Eastern at end of stage Time frame
1 Eastern Resources Limited has sole funded AUD $250,000 in expenditure. 20% Maximum of 1 year from execution date being 20 October 2026.
2 Eastern Resources Limited has sole funded a further AUD $500,000 in 51% Maximum of 2 years from execution date being 20 October 2027.
expenditure.
3 Eastern Resources Limited has sole funded a further AUD $750,000 in 80% Maximum of 3 years from execution date being 20 October 2028.
expenditure
As at 31 December 2025 Eastern Resources Limited had not yet met the
expenditure requirements for stage 1.
21 Ultimate controlling party
The Directors do not consider there to be one ultimate controlling party
22 Subsequent events
On 8 January 2026, the Company completed the placing announced on 12 December
2025, issuing 2,307,692,298 ordinary shares at 0.13 pence per share to raise
£3 million before expenses. Certain directors participated in the placing:
Gordon Hart subscribed for 7,761,538 ordinary shares for £10,090 and Nicholas
Walley subscribed for 30,700,000 ordinary shares for £39,910. The net
proceeds will be applied to the ongoing development of the Group's Molaoi
zinc/silver/lead project in Greece and to fund ongoing working capital
requirements of the Company.
On the 19 January 2026, the Company has received notice of exercise of
120,000,000 warrants over New Ordinary Shares of 0.1p each at an exercise
price of 0.1p per share, for a consideration of £120,000.
22 Subsequent events (continued)
On the 9 February 2026, the Company has received notice of exercise of
3,750,000 warrants over New Ordinary Shares of 0.1p each at an exercise price
of 0.1p per share, for a consideration of £3,750.
On 24 February 2026, the Company has received notice of exercise of 2,500,000
warrants over New Ordinary Shares of 0.1p each at an exercise price of 0.1p
per share, for a consideration of £2,500.
On 18 March 2026, the Company has received notice of exercise of 5,000,000
warrants over new ordinary shares of 0.1p each in the capital of the Company
at an exercise price of 0.1p per share, for a consideration of £5,000.
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