REG - Sunrise Resources - Audited Results for the year to 30 September 2025
20/02/2026 12:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260220:nRST8750Ta&default-theme=true
RNS Number : 8750T Sunrise Resources Plc 20 February 2026
Sunrise Resources Plc
("Sunrise" or the "Company")
20 February 2026
Audited Results for the year to 30 September 2025
Sunrise Resources plc is pleased to announce its Chairman's Statement and
audited results for the year ended 30 September 2025.
The Company will announce posting of its Annual Report and Financial
Statements which will also be published on the Company's website along with
Notice of the Annual General meeting in due course.
Further information:
Sunrise Resources plc Tel: +44 (0)1625 838 884
Patrick Cheetham, Executive Chairman
Beaumont Cornish Limited Tel: +44 (0)20 7628 3396
Nominated Adviser
James Biddle/Roland Cornish
Peterhouse Capital Limited Tel: +44 (0)207 469 0930
Broker
Lucy Williams/Duncan Vasey
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 which forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.
Nominated Adviser
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Qualified Person Information:
The information in this release has been compiled and reviewed by Mr. Patrick
Cheetham (MIMMM, MAusIMM) who is a qualified person for the purposes of the
AIM Note for Mining and Oil & Gas Companies. Mr. Cheetham is a Member of
the Institute of Materials, Minerals & Mining and also a member of the
Australasian Institute of Mining & Metallurgy.
Chairman's Statement
Dear Shareholders,
I am pleased to present your Annual Report for 2025 which covers the financial
year ended 30 September 2025 and significant post year-end developments.
We continue to operate in favourable, stable mining jurisdictions - North
America and Australia, and as of the date of this report, the Company holds
interests in three key industrial mineral projects, a number of royalty
interests, and various base and precious metal projects, details of which can
be found in the Operating Review.
Natural Pozzolan Projects
Natural Pozzolan is a supplementary cementitious material ("SCM") and a
partial substitute for Portland cement in the production of green cements and
concrete with lower embodied carbon. The Company owns two natural pozzolan
projects in Nevada.
Whilst it is taking some time to take these projects to the next productive
step, we are now starting to see some momentum building in the emerging
supplementary cementitious materials space. This was led by Eco Material
Technologies' investment in the Kirkland natural pozzolan mine in Arizona,
followed by the acquisition of Geofortis' natural pozzolan operation in Utah
by Ash Grove Cement and most recently by the US$2.1 billion acquisition of Eco
Material Technologies by global buildings material group, CRH.
We are also seeing increased retail investor speculation in this space as
highlighted by LSE-listed Atlas Metals Group's proposed £1 billion
acquisition of an Australian pozzolan project.
I think that these transactions underline that this is the right time to be
involved in the natural pozzolan business and we are seeing this with
developments on both of our pozzolan projects in 2025.
The CS Project covers a large "mine-ready" deposit of volcanic natural
pozzolan, with key operating permits already in place. In 2025 the Company has
been working with an established materials company to supply CS pozzolan for
pilot plant-scale production of a new SCM product for the California market.
This follows over 12 months of bench-scale product testing using CS and other
natural pozzolans which resulted in CS Pozzolan being selected as a preferred
component for their SCM. Two separate 25-ton truck loads of CS Pozzolan have
been provided to date and the pilot plant production SCM is now being
evaluated by a range of ready-mix customers.
The Company's Hazen Natural Pozzolan Project in Nevada is at a much earlier
stage project and was, until recently, under option to a large US-based
company for a possible sale of the project. The Option holder completed a
drill programme in autumn 2025 as part of their due diligence evaluation of
the project but declined to exercise their option. We are currently awaiting
drilling data and will now evaluate the potential production of a lightweight
aggregate, a use for which the project area was originally exploited.
Pioche Sepiolite Project
During the year, the Company has been working with the data and samples
received from Spanish sepiolite producer, Tolsa S.A., following its withdrawal
from the project in late 2024. Tolsa has provided us with a large database and
sample inventory resulting from its various surface sampling and drilling
campaigns.
This data demonstrates that the sepiolite horizons drilled by Tolsa can be
correlated between drill holes, despite their wide spacing. We have carried
out 3-D modelling of the surface sampling and drilling data which has defined
extensive sepiolite beds over at least an area of 2.6km x 1.3km, with samples
containing up to 92% sepiolite. The outer limits of the sepiolite deposits are
not yet defined.
Working with our associate on the project, Tom Powell, we have carried out two
phases of process development testwork, building on the results obtained by
Tolsa. We have developed bench-scale testing procedures that simulate
commercial processing used for sepiolite and results compare very favourably
with our control samples of commercially available sepiolite. The results
confirm the commercial potential of the large sepiolite clay deposits at
Pioche across a range of applications including critical saltwater
applications in the valuable oil and gas drilling market
The only producing sepiolite deposit in the USA, in the Amargosa Valley,
Nevada, has successfully served the US sepiolite market since the 1970s, but
it now faces an existential threat from encroaching Areas of Critical
Environmental Concern. Sepiolite is very rare in commercial quantities and is
exploited in only a few mines around the world. Pioche now presents an
opportunity to develop a new replacement source of sepiolite in the US.
Royalty Interests
Net Smelter Royalty ("NSR") interests are risk free as they are assessed on
revenue and not exposed to profitability. Furthermore, they are free carried
and so, as holder, we are not required to contribute to exploration or mine
development costs. Royalty interests also have a ready market amongst numerous
specialist royalty holding companies.
We are pleased to see Guardian Metals Resources ("GMR") continuing to advance
the Garfield Project where Sunrise holds a 2% NSR royalty over its original
discovery claims and a 1-mile surrounding area. During the year, GMR announced
that rock chip samples of quartz-barite epithermal veins from the Power Line
Zone which lies in our royalty area, returned high-grade gold-silver-copper
samples containing up to 18.3 grammes per tonne ("g/t") gold, 14% copper and
145 g/t silver, whilst samples from the High-Grade Zone, approximately half of
which lies within our royalty area, returned gold values up to 27.2 g/t.
The Company's Jackson Wash claims are currently leased to global gold producer
Kinross Gold U.S.A., Inc. ("Kinross") which also holds an option to purchase
the claims at any time before 6 October 2030 for US$500,000 and the grant to
Sunrise of a 2.5% Net Smelter Return Royalty. This continues to be an active
exploration area for Kinross which is planning an accelerated drilling
campaign.
The Company had no significant updates on the Stonewall or Crow Springs
Diatomite Royalties during the reporting period.
Base-Metal and Gold Projects
We have recently seen the US dollar gold and silver price breaking record
levels, driven by economic uncertainties, central bank buying, inflation
concerns, and geopolitical tensions, including conflicts in the Middle East,
as well as U.S. trade policies. There is also a market move away from assets
with counterparty risk to ownership of physical assets. Most commentators
expect the precious metal prices to remain strong for some time to come.
It is against this background that we continue to hold a number of base-metal,
gold and silver projects as a future pipeline for exploration. The value of
this portfolio is largely overlooked, but all are drill ready and most are
owned 100% by the Company without any underlying royalty or other third-party
interests.
Board Changes
In 2025, we saw the Board retirement of Mr Roger Murphy and the subsequent
appointment of Mr Adam Hainsworth.
Mr Murphy had been a non-executive director of the Company since May 2016 and
served as Chairman of the Remuneration Committee during that period. Mr
Hainsworth joined us as a non-executive director and is a longstanding and
significant shareholder in the Company. Mr Hainsworth brings extensive
commercial and transactional experience to the Board.
Fundraising
Since the start of the year, projects have generated income of US$30,000,
offsetting a part of our administration costs and reducing the requirement for
equity fundraising which we have sought to keep to a minimum pending further
project developments.
In July this year, the Company completed a small fundraise, £200,000 in
total, which was subscribed by an institutional investor, myself and Mr.
Hainsworth. In line with the commitment made following the last Annual General
Meeting, a further £50,000 was raised through a fully subscribed WRAP Retail
Offer made to existing shareholders. Both myself and Mr Hainsworth are pleased
to continue our financial support for the Company as we believe that the
Company's assets are substantially undervalued by the market and that the
patience of shareholders will be rewarded.
Further share issues were made during the reporting period following
conversion of amounts outstanding under a convertible securities issuance deed
as detailed in Note 24 to the accounts. As a result, we welcome Bergen Global
Opportunity Fund, LP. as a significant and supportive shareholder in the
Company. There is now no convertible amount outstanding.
Corporate Governance
This year, our Corporate Governance Statements have been expanded to reflect
the changes made to various Board Committee Terms of Reference following the
adoption of, as far as is practicable for a company of our size, expanded
principles now applicable under the new QCA Corporate Governance Code.
Annual General Meeting
We look forward to meeting shareholders at our next Annual General Meeting
which will be held on Wednesday 25 March 2026 and hope that shareholders will
continue to support the Company and the election of Mr Hainsworth as a
non-executive director.
We look forward to reporting the Company's progress in 2026.
Sincerely,
Patrick Cheetham
Executive Chairman
20 February 2026
Strategic Report
The Directors present their Strategic Report for the year ended 30 September
2025.
The principal activity of the Company is the acquisition, exploration and
development of mineral projects, primarily in the western USA.
Our purpose is to deliver medium to long-term value to our shareholders for
which we have a well-defined strategy and business model. Our strategy is to
develop cash flow from the Company's key projects, through joint mine
developments, project sales and joint ventures as well as royalty interests,
in order that the Company's activities become self-funding.
The Company's Business Model is to acquire 100% ownership of mineral assets at
minimal expense. This is usually accomplished through the identification of
exploration opportunities and low-cost claim staking or applying for
exploration licences from the relevant authority.
The Group currently operates with a low-cost base to maximise the funds that
can be spent on value adding exploration and development activities. The
Company's administration costs are reduced via a cost sharing Management
Services Agreement with Tertiary Minerals plc ("Tertiary").
The Company's ambition is to deliver on this strategic plan and details of the
Company's projects and developments during the reporting period are given in
the Operating Review.
Until the Company becomes profitable and self-funding, its operations are
financed by periodic capital raisings, through private share placings, the
issue of other financial instruments and through project sales and joint
ventures. Where possible the Board will seek to secure additional funding from
a range of sources, for example debt funding, pre-financing through offtake
agreements and other joint arrangements.
Over the past few years, the Company has established a valuable portfolio of
drill-ready precious metal, base-metal and industrial mineral projects. Our
strategy remains to valorise those projects through sale or other arrangements
seeking, wherever possible, free-carried exposure to increases in value and
production from the projects. We will also consider further exploration on the
projects as funds permit.
Organisation Overview
The Group's business is directed by the Board and is managed by Mr Patrick
Cheetham the Group's Executive Chairman. The Company has a Management Services
Agreement with Tertiary which was the original parent of the Company. Under
this cost sharing agreement, Tertiary provides all of the Company's
administration and some technical services. Until 31 December 2025 this
includes the technical and management services of the Executive Chairman, at
cost. Since then, the Executive Chairman has been employed directly by the
Company following his move to a non-executive Board role at Tertiary.
Day-to-day activities are managed from Tertiary's offices in Macclesfield in
the United Kingdom, but the Group operates in two other countries and the
corporate structure of the Group reflects the historical pattern of project
acquisition by the Group and the need, where appropriate, for fiscal and other
reasons, to have incorporated entities in particular territories.
The Group's exploration activity in Nevada, USA, is undertaken through two
local subsidiaries, SR Minerals Inc. and Westgold Inc. In Australia, the
Company operates through an Australian subsidiary, Sunrise Minerals Australia
Pty Ltd.
The Board of Directors comprises two independent non-executive directors and
the Executive Chairman. The Executive Chairman is also Non-Executive Chairman
of Tertiary, but otherwise the Board is independent of Tertiary. Tertiary is
not a significant shareholder (as defined under the AIM Rules) in the Company.
Financial & Performance Review
The Group is not yet producing minerals and so has no income other than a
small amount of bank interest and payments from project transactions.
Consequently, the Group is not expected to report profits until it disposes of
or is able to profitably develop or otherwise realise the value of its
exploration and development projects.
The Group reports a loss of £342,231 for the year (2024: £658,806) after
administration costs of £366,348 (2024: £386,766). The loss includes £4,228
of exploration costs in connection with the Bay State Project and expensed
pre-licence and reconnaissance exploration costs of £1,300 (2024: Credit for
£304), other income of £25,398 (2024: £78,435) being an option fee paid in
connection with the Hazen Project, a lease payment made by Kinross Gold
U.S.A., Inc. in connection with the Jacksons Wash Project and a refund from
the Bureau of Land Management. Administration costs include a charge of £Nil
(2024: £6,147) relating to the value of certain share warrants held by
employees of Tertiary and by third parties calculated in accordance with IFRS
2.
The Financial Statements show that, at 30 September 2025, the Group had net
current liabilities of £66,837 (2024: £40,649). This represents the cash
position and receivables, less trade and other payables, and a balancing
equalisation fee owing under the Convertible Securities Issuance Deed with
Towards Net Zero, LLC. These amounts are shown in the Consolidated and Company
Statements of Financial Position and are also components of the net assets of
the Group. Net assets also include various "intangible" assets of the Company.
As the term suggests, these intangible assets are not cash assets but include
some of this year's and previous years' expenditure on mineral projects where
that expenditure meets the criteria in Note 1(d) of the accounting policies.
The intangible assets total £1,905,990 (2024: £1,832,826).
Details of intangible assets, investments and right of use assets are also set
out in Notes 10, 9 and 18 respectively.
Net assets also include the market value at the year-end of the Company's
shareholding in VR Resources Ltd c which are held as "available for sale"
investments as set out in Note 9.
Impairment
Expenditure which does not meet the criteria for continued capitalisation set
out in Note 1(n), such as pre-licence and reconnaissance costs, are expensed
and added to the Company's loss. The loss reported in any year can also
include expenditure for specific projects carried forward in previous
reporting periods as an intangible asset but which the Board determines is
impaired in this reporting period.
It is a consequence of the Company's business model that there will be
impairments of unsuccessful exploration projects from time to time. The extent
to which expenditure is carried forward as intangible assets is a measure of
the extent to which the value of the Company's expenditure is preserved.
A review is carried out twice each year by the Directors as to whether there
are any indications of impairment of the Group's assets.
An impairment review of the carrying values of exploration and development
projects (and in the Company, the associated intercompany loans) as at
30 September 2025 was undertaken by the Directors in accordance with IFRS 6
and IAS 36. As a result of the year-end review it was judged that no projects
should be impaired. Although expenditure this year on projects impaired in
previous years, on the Bay State and Bakers Gold Projects, is recognised in
profit and loss. Further information on the judgements made can be found in
the Operating Review. Projects which are held for sale or joint venture have
not been impaired as it is anticipated that their carrying values will be
recovered through sale or through residual joint venture interests in future.
The intangible asset value of a project, shown at cost, should not be confused
with the realisable or market value of a particular project which will, in the
Directors' opinion, be at least equal in value and often considerably higher.
The Company finances its activities through share capital placings and other
arrangements, and, occasionally, asset sales. As the Company's projects become
more advanced there may be strategic opportunities to obtain funding for some
projects through joint venture, production sharing, royalty and other
marketing arrangements.
Key Performance Indicators
The financial statements of a mineral exploration and development company can
provide a moment in time snapshot of the financial health of a company but do
not provide a reliable guide to the performance of the Company or its Board.
The usual financial key performance indicators ("KPIs") relating to financial
performance are neither applicable nor appropriate to measure the value
creation of a company which is involved in mineral exploration and development
which currently has no turnover. The applicable KPIs are predominantly
qualitative rather than quantitative and relate to the success, or otherwise,
of exploration and mineral discovery on the Group's projects which is
extensively covered in the Operating Review as set out in the Strategic
Report.
The Company seeks to reduce its overhead costs, where practicable, but is
reporting administration costs this financial year of £366,348 (2024:
£386,766). This includes, but is not limited to, legal costs associated with
agreements, together with foreign exchange variances during the year.
In exploring for valuable mineral deposits, we accept that not all our
exploration will be successful but also that success can be rewarding. We
therefore expect that our shareholders will be invested for the potential for
capital growth taking a long-term view of management's track record in mineral
discovery and development.
Fundraising
The Directors prepare annual budgets and cash flow projections that include
the proceeds of future fundraisings which will be required within the next 12
months in order to meet the Group's overheads and planned discretionary
project expenditure. Fundraisings in the future will be required based on
projections for the Group and the Company to meet their liabilities as they
fall due and continue to operate on a going concern basis.
Operating Review
Sunrise Resources plc (the "Company") is a mineral exploration and development
company with operations in Nevada, USA, and Western Australia.
The Company's projects in Nevada are held through two 100% owned subsidiary
companies, SR Minerals Inc., which holds the Company's industrial minerals and
certain longer established projects, and Westgold Inc. which holds the
Company's interest in more recently acquired gold and base-metal projects in
Nevada. The Company's Baker's Gold Project in Australia is held through an
Australian subsidiary, Sunrise Minerals Australia Pty Ltd.
Industrial Minerals Projects
CS Natural Pozzolan Project, Nevada, USA (100% Owned)
The CS Project is located in south central Nevada and covers deposits of
volcanic natural pozzolan and associated deposits of perlite. The production
of natural pozzolan presents a bigger market opportunity for the Company than
production of perlite and is the focus of the Company's efforts.
The CS Project natural pozzolan is a supplementary cementitious material
("SCM"), a partial substitute for Portland cement in the production of green
cements and concrete. The project is aimed at the cement and concrete markets
of southern and the expanding adjacent cities of Las Vegas and Henderson in
southern Nevada. It is "mine-ready" with key operating permits already in
place covering 14.5 million tons of natural pozzolan and 1.3 million tons of
perlite. An additional area, the Northeast Zone, presents a large additional
target for natural pozzolan with surface dimensions of 1.3km by 0.6km with a
drilled thickness of over 40m from surface.
Whilst discussions have been held throughout the years with groups interested
in the cement and natural pozzolan business, more recently the Company has
been working with an established materials company to evaluate various joint
production scenarios. As a part of those discussions the Company has now
provided two separate 25 ton lots of CS natural pozzolan for the production of
a concrete ready mix raw material which is now beings supplied to ready-mix
customers for acceptance trials.
Hazen Natural Pozzolan Project, Nevada, USA (100% Owned, Option For Sale)
The Hazen Pozzolan Project is located in Churchill County in northern Nevada,
20 miles by road from the County town of Fallon, and just 9km from a rail
siding on the arterial east-west Union Pacific rail line. It is, therefore,
well positioned for rail transport to the regional markets of northern
California, points east, as well as the local markets around Reno and northern
Nevada. Geographically, therefore, the Hazen Project it is complementary to
the Company's CS Project.
The Hazen mining claims cover a deposit of glassy pumice which was mined on a
small scale some decades ago as a lightweight aggregate from a shallow open
pit. Whilst the Hazen Project is less advanced than the CS Project, the
Company's laboratory testwork to date has shown that the material present in
the pit is of a similar high quality to the CS Project.
In July 2025, the Company granted an option to purchase the Hazen Project
mining claims to a large US-based company. The Company received an option fee
of US$20,000 on signing the Option Agreement and a further payment of US$7,500
when the option was extended for one month in December 2025 after the Option
holder completed a 10-hole drill programme. The option expired on 8 January
2026 and drill results have not yet been made available by the Option holder
to the Company.
The Hazen pumice has the additional property that it is lightweight and so it
will also be evaluated for its potential as a lightweight aggregate for use in
lightweight concrete blocks and facing stones.
Pioche Sepiolite Project, Nevada, USA (100% Owned, 80% Economic Interest)
The Project is located in Lincoln County, Nevada, to the northeast of Pioche,
a historic mining town on US Route 93. The Company's mining claims are on
Federally owned land administered by the Bureau of Land Management. Access to
rail is available at the town of Caliente, 35 miles south of the project area.
Whilst the Project claims are 100% owned by the Company's subsidiary, SR
Minerals Inc. ("SRM"), a 20% economic interest in the Project is held by the
Company's adviser, Mr Tom Powell. Mr Powell is a chemical engineer and was
formerly the General Manager of the IMV sepiolite mine in the Amargosa Valley,
Nevada, the only producing sepiolite mine in the US. Mr Powell is an
acknowledged expert on clays, and sepiolite in particular, and holds a number
of patents on clay products.
Originally documented as a sepiolite occurrence in the 1970s, the Pioche
"occurrence" was relocated by the Company in 2021. In 2022, Tolsa, a US
subsidiary of Spanish sepiolite producer Tolsa SA, entered into an option to
purchase agreement with SRM and explored the property until December 2024 when
the option period expired.
Tolsa completed programmes of geological mapping, trenching, auger drilling
and sonic drilling.
Sepiolite, Its Uses & Evaluation
Sepiolite is a naturally occurring, fibrous clay mineral (a hydrous magnesium
silicate) that is rarely found in commercial quantities.
Whilst sepiolite has many a number of commercial applications these
applications fall into two main categories - lower value applications that
rely on the sorptive properties of sepiolite (e./g pet litters, animal feeds)
and higher value applications that rely on sepiolite's 'gelling' properties,
i.e. its ability to increase the viscosity of fluids in both fresh and salt
water (e.g. in oil and gas well drilling fluids, paints and coatings, and
building products).
Visible at a microscopic scale, sepiolite clay is comprised of elongated
fibres or ribbons which when dispersed in fluids increase viscosity. Viscosity
is measured in Centipoise (cP),a unit of measurement for dynamic viscosity,
which describes a fluid's resistance to flow. Liquids with higher centipoise
values are thicker and flow more slowly, while those with lower values are
thinner and flow more easily. For reference, water at 20 degrees centigrade
has a viscosity of approximately 1cP, Molasses 5-10,000cP.
In commercial deposits the mineral sepiolite occurs in association with other
clay minerals, such as saponite, and gangue minerals, such as quartz and
dolomite but in commercial practice it is expensive to separate the sepiolite
so the clay is characterised as either waste, medium, or high grade depending
on the relative proportion of sepiolite, the quality of the contained
sepiolite, and the use to which the sepiolite is intended. Generally, Spanish
sepiolite is higher grade and higher quality compared to that currently mined
and used in the USA. The performance of a sepiolite clay can be improved by
applying appropriate minerals processing (non-separation) techniques that
modify the physical properties of the sepiolite.
Details of Tolsa's exploration and the results of that work became available
to the Company in early 2025 and included results from mapping, trenching, an
auger drilling programme in 2003, a sonic drilling programme in 2004,
mineralogical studies and sample testing programmes based on drill and surface
samples.
The results of surface mapping and drilling have allowed SRM to construct a
geological model for the area which has confirmed that sepiolite occurs in two
main sub-horizontal beds outcropping intermittently along the margins of two
mesas now known as the West and East Mesa areas and extending over several
square kilometres. The drill spacing is wide, approximately 300m, but broad
continuity of the sepiolite beds is apparent.
Chemical analysis and XRD results were used to calculate sepiolite contents
for various surface and drill samples. Sepiolite content varies from sample to
sample, as is to be expected, but with sepiolite contents up to 92%.
The sepiolite morphology at Pioche, disclosed by Scanning Electron Microscopy
is similar to that mined in the Amargosa Valley sepiolite mine where the
sepiolite ribbons are tightly bundled and require delamination to maximise the
gelling properties.
Tolsa undertook viscosity testing on 293 separate sample of Pioche clay
collected from surface and from drill holes across a wide area of the Pioche
Property using their inhouse testing protocol for freshwater applications. No
testwork was done for saltwater applications as, although a large market in
the USA, this is not a market in Tolsa's geographical segment.
During the reporting period the Company, working through Tom Powell, has
completed two phases of development testwork, seeking to build on the testwork
carried out by Tolsa.
In Phase 1 three Pioche samples were tested for both freshwater and saltwater
viscosities. As a control/comparison, various samples of commercially
available sepiolite produced in the US were tested at the same time. The
samples were processed to simulate commercial sepiolite processing methods
used in Nevada to exfoliate the sepiolite ribbons.
When viscosities were tested in freshwater, the Pioche samples showed
relatively low viscosities, but when extruded the viscosities increased
several-fold to levels similar to or higher than the commercially available
control samples.
Phase 1 results confirm that sepiolite processing has a major impact upon
viscosity, particularly the shearing, drying, grinding and extrusion
methodologies employed. The shearing effect of extrusion helps delaminate
bundled fibres of sepiolite which are typically found in the Nevada sepiolite
deposits, thereby substantially improving the gelling properties.
Phase 2 of the testwork had two objectives. The main objective was to build on
the results of SRM's Phase 1 testing to devise a standardised sample
preparation methodology that gave freshwater viscosity results in line with
Tolsa's own viscosity testing which, when then applied to commercial reference
samples would provide a benchmark against which Tolsa's results could be
evaluated to identify those areas where more detailed drilling might be
expected to define mineable reserves.
Twelve samples were selected and after some experimentation the Company was
able to develop a standardised bench scale process that yielded results
comparable to those obtained by Tolsa and comparable to Amargosa sepiolite ore
produced on a commercial basis in Nevada. One outlier sample tested yielded a
viscosity of 24,600cP a result comparable to that obtained comparable to the
gold-standard Spanish sepiolite.
A second objective was to test the same range of samples for their gelling
effect in saltwater, an important application for drilling through saltwater
formations in oil and gas wells. Tolsa did not evaluate this application.
Testing was carried out in accordance with American Petroleum Institute
procedures and yielded results comparable with to obtained from Amargosa
sepiolite. This underlines the potential for Pioche sepiolite to replace
Amargosa sepiolite where future mining is under regulatory threat.
In the final stages of the phase 2 testwork, the processing method was
developed further and achieved a significant breakthrough, producing a product
having a saltwater viscosity by a factor of 4x, a result only seen so far in
our testing of Spanish sepiolite.
Given the limitations on samples currently available to the Company, where
some of the highest quality samples based on Tolsa's own testing could not be
tested, this is a very significant result.
Taken together all of the work carried out by the Company continues to
highlight the East Mesa area of the Pioche Property as the prime target for
resource definition and first commercial production. The Company is now in the
process of producing on the bench-scale kg quantities of processed sepiolite
for customer testing having only supplied raw clay products to date.
NewPerl Perlite Project, Nevada (100% Owned)
The NewPerl Project is located approximately 85km from the CS Project in south
central Nevada, USA, and contains a number of areas where surface samples have
shown excellent test results for production of horticultural grades of
perlite. Subject to further testing, this could be suitable for feed into the
CS Project in the future.
Drill testing of the NewPerl Project, scheduled for 2025, was deferred as a
cost saving measure.
Royalty Interests
Garfield - Copper-Gold Project, Nevada, USA
The Company holds a 2% Net Smelter Return Royalty over a large part of the
Garfield Project being explored by Guardian Metal Resources (GMR). Sunrise
made the original discovery of copper-gold mineralisation at surface at
Garfield prior to selling the project mining claims.
The Company's retained royalty covers its original claim area and a 1-mile
surrounding area and includes all of the prospective Power Line Zone and
approximately half of the High Grade Zone within GMR's broader Garfield
Project. GMR has an option to buy-in half of the royalty for US$1 million at
any time.
In June 2025, GMR announced multiple gold, silver and copper-bearing samples
containing up to 61g/t gold from the Freeze and Pamlico targets which lie
immediately SE and adjacent to the Company's Garfield Royalty Area. The newly
reported high-grade samples are from epithermal veins that trend into the High
Grade Zone where copper-magnetite-skarn mineralisation had been discovered at
the margins of a granitic intrusion where gold values up to 27.2g/t have been
reported.
In early November 2025, GMR announced that surface sampling of epithermal
veins across the Power Line zone in the Company's royalty area revealed
further zones of high-grade gold, silver and copper mineralisation.
Outcropping epithermal quartz-barite veins and numerous historical mine
workings have now been mapped along a NE-SW trending structure extending for
at least 1.2 km. Highlighted individual samples included sampleLCGF42 which
returned 18.3 g/t gold and 43.6 g/t silver and sample LCGF66 which
returned 14% copper and 145g/t silver.
Stonewall Gold Project, Nevada, USA
The Company's Westgold Inc. subsidiary holds a 2% Net Smelter Return Royalty
from GMR in the Stonewall Project, also owned by GMR.
Stonewall is prospective for epithermal-style gold-silver mineralisation. Crow
Springs Diatomite Project, Nevada, USA. No work was reported in 2025.
Jackson Wash Gold Project, Nevada, USA
The Company's Jackson wash claims are currently leased to global gold producer
Kinross Gold U.S.A., Inc. ("Kinross") which also holds an option to purchase
the claims at any time before 6 October 2030 for US$500,000 and the grant to
Sunrise of a 2.5% Net Smelter Return Royalty.
For Kinross, the Company's claims form part of a larger project area centred
on the historic Montezuma silver, gold and mercury mining centre. This is a
very active exploration area for Kinross and during the reporting period
Kinross was seeking approval from the US Bureau of Land Management for a Plan
of Operations for an accelerated drilling campaign.
Kinross paid the Company an annual lease payment of US$10,000 during the
reporting period.
Crow Springs Diatomite Project, Nevada USA
In April 2024, the Company sold a group of mining claims held for the
industrial mineral diatomite in the Crow Springs area of Nevada, USA, to
Dicalite Management Group ("Dicalite") a privately owned and is a vertically
integrated international industrial mineral company
The Crow Springs claims cover an area of 2.4 sq. km. and are underlain by
extensive deposits of diatomite.
Sunrise retains a royalty of US$6/dry ton of diatomite mined and extracted
from the claims and Dicalite will have an option to purchase the royalty for
US$500,000 after the 10th anniversary of the first royalty payment. The
agreement excludes the Company's County Line Diatomite Project claims which
are retained by the Company.
Dicalite is understood to be planning to use the Crow Springs diatomite as a
feed source for its diatomite processing plant at Basalt some 85km distance by
road.
Other Projects
No work was carried out in 2024 on the Company's Reese Ridge Zinc-Silver,
Clayton Silver, Newark Gold or Ridge Limestone Projects in Nevada or its
Baker's Gold Project in Australia. However, all the project claims were
maintained and the Company continues to hold the projects as an essential
pipeline of exploration projects for the Company.
The Bay State Silver Project was impaired in 2024 and in 2025 the Company's
lease over two patented claims on the Bay State Project was surrendered due to
increased lease costs in 2025, but the Company maintains its 100% owned mining
claims at Bay State for the time being.
Health and Safety
The Group has maintained strict compliance with its Health and Safety Policy
and is pleased to report there have been no lost time accidents during the
year.
Environment
No Group company has had or been notified of any instance of non-compliance
with environmental legislation in any of the countries in which they work.
Risks & Uncertainties
The Board and the Audit & Risk Committee of 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 Company in the process of developing a Risk Management Policy to
encapsulate its risk management objectives and risk management strategies.
The principal risks and uncertainties facing the Group at this stage in its
development and in the foreseeable future are detailed below together with
risk mitigation strategies employed by the Board.
RISK MITIGATION STRATEGIES
Exploration Risk
The Group's business is mineral exploration and development which are The directors bring many years of combined mining and exploration experience
speculative activities. There is no certainty that the Group will be and an established track record in mineral discovery.
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 Company maintains a portfolio of exploration projects, including projects
at the drill stage, in order to spread the risk associated with mineral
exploration.
Licensing Risk
The Group's mineral exploration and development activities are dependent upon
the grant of appropriate licences, concessions, leases, permits and regulatory
consents which may be withdrawn or made subject to limitations or performance In respect of new licence and permit applications, the Group aims to satisfy
criteria. Whilst the Group continually seeks to do everything within its fully all application requirements.
control to ensure that the terms of each licence are met and adhered to, third
parties may seek to exploit any technical breaches in licence terms for their
own benefit.
The Group manages its existing licences and permits and their renewal to
ensure full compliance and regular reports on their status are made to the
Board.
There is a risk that negotiations with a Government in relation to the grant,
renewal or extension of a licence may not result in the grant, renewal or
extension taking effect prior to the expiry of the previous licence period,
and there can be no assurance of the terms of any extension, renewal or grant. The Group monitors and complies with all known standards, existing laws and
regulations that relate to the Group's exploration and development activities
to be permitted.
Resource/Reserve Risk
All mineral projects have risk associated with defined grade and continuity. When relevant, Mineral Resources and Reserves are estimated by independent
Mineral Resources and Reserves are always subject to uncertainties in the specialists on behalf of the Group and reported in accordance with accepted
underlying assumptions which include the quality of the underlying data, industry standards and codes. The directors are realistic in the use of metal
geological interpretations, technical assumptions and price forecasts. and mineral price forecasts and impose rigorous practices in the QA/QC
programmes that support its independent estimates.
Development and Marketing Risk
Delays in permitting, or changes in permit legislation and/or regulation, In order to reduce development risk in future, the directors will ensure that
financing and commissioning a project may result in delays to the Group its permit application processes and financing applications are robust and
meeting production targets or even the Company ultimately not receiving the thorough.
required permits and in extreme cases loss of title.
Commodity Risk
Changes in commodity prices can affect the economic viability of mining The Company consistently reviews commodity prices and trends for its key
projects and affect decisions on continuing exploration activity. projects throughout the development cycle.
Mining and Processing Technical Risk
Notwithstanding the completion of metallurgical testwork, test mining and From the earliest stages of exploration, the directors look to use consultants
pilot studies indicating the technical viability of a mining operation, and contractors who are leaders in their field and in future will seek to
variations in mineralogy, mineral continuity, ground stability, groundwater strengthen the executive management and the Board with additional technical
conditions and other geological conditions may still render a mining and and financial skills as the Company transitions from exploration to
processing operation economically or technically non-viable. production.
Environmental and Social Governance (ESG) Risk
Exploration and development of a project can be adversely affected by The Company has adopted an Environmental, Social and Governance Policy (the
environmental and social legislation and the unforeseen results of "ESG Policy") and avoids the acquisition of projects where liability for
environmental and social impact studies carried out during evaluation of a legacy environmental issues might fall upon the Company.
project. Once a project is in production unforeseen events can give rise to
environmental liabilities.
Mineral exploration carries a lower level of environmental and social
liability than mining.
The ESG Policy will be updated in the future to reflect the status of the
Company's projects.
Political Risk
All countries carry political risk that can lead to interruption of activity. The Company's strategy restricts its activities to stable, democratic and
Politically stable countries can have enhanced environmental and social mining-friendly jurisdictions.
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.
The Company has adopted a Bribery & Anti-Corruption Policy and a Bribery
& Anti-Corruption Code of Conduct and these are strictly enforced.
The Group's activities and results may be impacted by changes in the political
and social conditions in its
When working in less developed countries the Company undertakes a higher level
chosen locations and by changes in governmental policies with respect to of due diligence with respect to partners and suppliers and closely monitors
mining laws and regulations, currency conversion and remittances abroad, and changes in Governmental policies and changes in relevant laws and regulations.
rates and methods of taxation.
Partner Risk
Whilst there has been no past evidence of this, the Group can be adversely The Company currently maintains control of certain key projects so that it can
affected if joint venture partners are unable or unwilling to perform their control the pace of exploration and reduce partner risk.
obligations or fund their share of future developments.
For projects where other parties are responsible for critical payments and
expenditures, the Company's agreements legislate that such payments and
expenditures are met.
Where appropriate, the Company carries out Due Diligence and Know Your
Customer checks on potential business partners.
Fraud Risk
Whilst there has been no past evidence of fraudulent activity in the Group, The Company and its employees have a strong working awareness of potential
Group companies can be adversely affected financially and reputationally avenues for fraud which is supported through regular anti-fraud training
should they not have appropriate IT training and financial controls in place through the Company's IT provider and ad hoc anti-fraud training as provided
which are regularly reviewed and communicated to all employees. by banking partners and third-parties.
The directors are responsible for the Group's systems of internal financial
control. Although no systems of internal financial control can provide
absolute assurance against material misstatement or loss, the Group's systems
are designed to provide reasonable assurance that problems are identified on a
timely basis and dealt with appropriately.
The Company's financial controls are assessed for suitability on an annual
basis.
Financing & Liquidity Risk
The Group's goal is to finance its exploration and evaluation activities from In carrying out their responsibilities, the directors have put in place a
future cash flows, but until that point is reached the Company is reliant on framework of controls to ensure as far as possible that ongoing financial
raising working capital from equity markets or from industry sources. There is performance is monitored in a timely manner, that corrective action is taken
no certainty such funds will be available when needed. and that risk is identified as early as practically possible, and they have
reviewed the effectiveness of internal financial controls.
The Company maintains a good network of contacts in the capital markets which
has historically met its financing requirements.
The Company's low overheads and cost-effective exploration strategies help
reduce its funding requirements. Nevertheless, further equity issues will be
required over the next 12 months.
Exchange Rate Risk
The value of the Company's assets held in overseas subsidiaries will vary with The Company's project expenditures are discretionary and subject to constant
exchange rate fluctuations, especially in the US Dollar to Pound Sterling review and changing priorities.
exchange rates.
The Company does not, therefore, speculate on exchange rates or hedge its
As much of the Company's exploration costs are incurred in US Dollars, the foreign currency exposures but will consider doing so once expenditures and
Company's budget costs will be subject to exchange rate variations when revenue become more predictable and locked in.
actually incurred.
Dependence on key personnel
The Group is dependent upon its Board of Directors for technical and other The Company does not currently follow the QCA Code recommendations on
direction and its Executive Chairman for day to day management supervision. directors' resignations but follows the requirements of its Articles of
Association that all each director retires by rotation every three years
ensuring continuity of Board experience.
The QCA Code requirement that all directors resign at the Annual General
Meeting presents a risk to business continuity for so long as the Company has
a limited number of Board members. Employee employment contracts, including those of Tertiary Minerals will
usually specify sufficient notice periods to allow time for recruitment of
replacement staff as necessary.
The Group is also dependent upon the services provided by Tertiary Minerals
plc under the terms of a Management Services Agreement which provides the
services of Tertiary Minerals staff and the use of Tertiary Minerals' office The Group seeks to retain experienced staff through payment of competitive
and other facilities at its head office in Macclesfield. salaries, incentive schemes and by encouraging a supportive workplace
environment.
The loss of the service of key personnel or the inability to attract
additional qualified personnel as the Group develops could have an adverse
effect on future business and financial conditions.
Emerging Risks
After due consideration by the Audit & Risk Committee, it was reported to
the Board that no emerging risks had been identified at this time.
Further information on risks associated with the Group's Financial Instruments
is given in Note 20 to the financial statements.
Forward-Looking Statements
This Annual Report may contain certain statements and expressions of belief,
expectation or opinion which are forward-looking statements, and which relate,
inter alia, to the Company's proposed strategy, plans and objectives or to the
expectations or intentions of the Company's directors. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company that could cause the actual
performance or achievements of the Company to be materially different from
such forward-looking statements.
Section 172 (1) Statement
Section 172 of the Companies Act 2006 requires a director of a company to act
in the way he or she considers, in good faith, would be most likely to promote
the success of the company for the benefit of its members as a whole. This
requires a director to have regard, among other matters, to consider:
· the likely consequences of any decision in the long-term;
· the interests of the Company's employees;
· the need to foster the Company's business relationships with
stakeholders (namely, its shareholders, employees, suppliers, clients, joint
arrangement partners and others);
· the impact of the Company's operations on the community and the
environment; the desirability of the Company maintaining a reputation for high
standards of business conduct; and
· the need to act fairly with members of the Company.
The Company's directors give careful consideration to these factors in
discharging their duties. The stakeholders we consider are our shareholders,
employees, suppliers (including consultants and contractors), our joint
arrangement partners, the regulatory bodies that we engage with and those that
live in the societies and geographical areas in which we operate. The
directors recognise that building strong, responsible and sustainable
relationships with our stakeholders will help us to deliver our strategy in
line with our long-term objectives.
Having regard to:
The likely consequences of any decision in the long-term:
The Company's aims and Business Model are set out at the head of this
Strategic Report and in the Chairman's Statement. The Company's mineral
exploration and development business is, by its very nature, long-term and so
the decisions of the Board always consider the likely long-term consequences
and take into consideration, for example, trends in metal and minerals supply
and demand, the long-term political stability of the countries in which the
Company operate and the potential impact of its decisions on its stakeholders
and the environment. As the Company aims to transition the CS Project into
production, other projects also become important to the long-term future of
the Company and this has framed the Board's decision to allocate a portion of
capital to the testing of some of the Company's precious metal projects and to
acquiring new projects. The Board's approach to general strategy and long-term
risk management is set out in the Corporate Governance Statement (Principle 1)
and the section on Risks and Uncertainties.
The interests of the Company's employees:
Other than the members of the Board, the Company has no employees. For
administration and some technical services, the Company relies on the
employees of Tertiary Minerals plc who are engaged through a Management
Services Agreement, but all of these employees have daily access to the
Executive Chairman and their views are considered in the Board's decision
making. Further details on the Board's employment policies, health and safety
policy and employee engagement are given in the Corporate Governance Statement
(Principle 2).
The need to foster the Company's business relationships with its stakeholders:
The sustainability of the Company's business long-term is dependent on
maintaining strong relationships with its stakeholders. The factors governing
the Company's decision making and the details of stakeholder engagement are
set out in the Corporate Governance Statement (Principles 2, 3, and 4).
The impact of the Company's operations on the community and the environment:
The Company requires a "social licence" to operate sustainably in the mining
industry and so the Board makes careful consideration of any potential impacts
of its activities on the local community and the environment. The Board
strives to maintain good relations with the local communities in which it
operates and with local businesses. For example, in permitting the CS Project
for production the Board has carried out extensive work and consultation with
regulators and the local community representatives to evaluate the benefits
and impacts of its CS Project. Further discussion of these activities and
Board considerations can be found in the Environmental, Social and Governance
("ESG") Statement and in the Corporate Governance Statement (Principle 4).
The desirability of the Company maintaining a reputation for high standards of
business conduct:
The Board recognises that its reputation is key to its long-term success and
depends on maintaining high standards of corporate governance. It has adopted
the QCA Code of Corporate Governance ("QCA Code") and sets out in detail how
it has complied with the 10 key principles of the 2023 QCA Code in the
Corporate Governance Statement. This contains details of various Company
policies designed to maintain high standards of business conduct such as the
Share Dealing Policy, the ESG Policy, the Health and Safety Policy, the Social
Media Policy, the Bribery & Anti-Corruption Policy, the Bribery &
Anti-Corruption Code of Conduct and the Company's Code of Conduct.
The need to act fairly with Members of the Company:
The Board ensures that it takes decisions in the interests of the members
(shareholders) as a whole and aims to keep shareholders fully informed of
significant developments, ensuring that all shareholders receive Company news
at the same time. The Executive Chairman devotes time to answering genuine
shareholder queries, no individual or group of shareholders is given
preferential treatment. Further information is provided in the Corporate
Governance Statement (Principles 1,3 and 10).
This Report was approved by the Board of Directors and signed on its behalf:
Patrick Cheetham
Executive Chairman
20 February 2026
Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, the
Directors' Report and the financial statements in accordance with applicable
law and regulations.
Company law requires directors to prepare financial statements for a company
for each financial year. Under that law the directors have elected to prepare
the Group and Company financial statements in accordance with applicable law
and UK adopted International Accounting Standards. 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
Company and of the profit or loss of the Group for that period. The directors
are also required to prepare the financial statements for companies whose
securities are traded on the AIM market in accordance with the AIM Rules for
Companies.
In preparing these 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 have been prepared in accordance
with applicable law and UK adopted International Accounting Standards, 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 Company and the Group
will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic Report and the
Directors' Report and other information included in the Annual Report and
financial statements are prepared in accordance with applicable law in the
United Kingdom.
Website Publication
The maintenance and integrity of the Sunrise Resources plc website is the
responsibility of the directors. Legislation in the United Kingdom governing
the preparation and dissemination of the accounts and the other information
included in annual reports may differ from legislation in other jurisdictions.
Information from the Directors' Report
The directors are pleased to submit their Annual Report and audited financial
statements for the year ended 30 September 2025.
The Strategic Report contains details of the principal activities of the
Company and includes the Operating Review which provides detailed information
on the development of the Group's business during the year and indications of
likely future developments and events that have occurred after the financial
year-end.
Going Concern
In common with many exploration companies, the Company raises finance for its
exploration and appraisal activities in discrete tranches. Further funding is
raised as and when required. When any of the Group's projects move to the
development stage, specific project financing will be required.
The directors prepare annual budgets and cash flow projections that extend
beyond 12 months from the date of this report. Given the Group's cash position
at the year-end of £85,087 (2024: £102,425) these projections include the
estimated proceeds of future fundraising necessary within the next 12 months
to meet the Group's overheads and planned discretionary project expenditures
and to maintain the Company and its subsidiaries as going concerns. Although
the Company has been successful in raising finance in the past, there is no
assurance that it will obtain adequate finance in the future. This represents
a material uncertainty related to events or conditions which may cast
significant doubt on the Group and Company's ability to continue as going
concerns and, therefore, that they may be unable to realise their assets and
discharge their liabilities in the normal course of business. However, the
directors have a reasonable expectation that they will secure additional
funding, when required, to continue meeting corporate overheads and
exploration costs for the foreseeable future and the directors therefore
believe that the going concern basis is appropriate for the preparation of the
financial statements.
Dividend
The directors do not recommend the payment of any dividend.
Financial Instruments and Other Risks
The business of mineral exploration and development has inherent risks.
Details of the Group's financial instruments and risk management objectives
and of the Group's exposure to risk associated with its financial instruments
are given in Note 20 to the financial statements.
Details of risks and uncertainties that affect the Group's business are given
in the Strategic Report.
Directors
The directors holding office in the period were:
Mr P L Cheetham
Mr R D Murphy*
Mr A Hainsworth**
Mr J Cole
Attendance at Board and Committee Meetings
The Board retains control of the Group with day-to-day operational control
delegated to the Executive Chairman. The full Board meets four times a year
and on any other occasions it considers necessary.
Board Nomination Audit & Risk Remuneration
Meetings Committee Committee Committee
Director Attended Held Attended Held Attended Held Attended Held
P L Cheetham 15 15 2 2 3(†) 3 1(†) 1
R D Murphy* 10 2 1 0
J Cole 15 2 3 1
A Hainsworth** 5 0 2 1
* Retired 28 March 2025 and attended all Board and Committee meetings whilst
eligible during the reporting period.
** Appointed 14 March 2025 and attended all Board and Committee meetings
whilst eligible during the reporting period.
(†) Attended, but not a Committee member.
The directors' shareholdings are shown in Note 17 to the financial statements.
Events After The Balance Sheet Date
Executive Chairman
On 1 January 2026, Mr Cheetham ceased to be employee of Tertiary Minerals plc
which, up to that date, was providing his service as the Chief Executive of
the Company through the Management Services Agreement that exists between the
two companies and Mr Cheetham held a service contract as Chairman of the
Company. From that date, Mr Cheetham has been employed directly by the Company
as Executive Chairman.
Hazen Project
As discussed in the Operating Review and in the Chairman's Statement, the
Option for the sale of the Hazen Project expired on 8 January 2026 having been
extended for one month on 8 December 2025. The Company is awaiting the
provision of drilling results and so no judgement can be made about the
remaining potential for the production of natural pozzolan. However, the Hazen
pumice has the additional property that it is lightweight and so it will now
be evaluated for its potential as a valuable lightweight aggregate, a use for
which the deposit as previously mined.
Shareholders
As at the date of this report the following interests of 3% or more in the
issued share capital of the Company appeared in the share register.
As at 10 February 2026 Number % of share
of ordinary shares capital
Interactive Investor Services Nominees Limited SMKTNOMS 875,277,281 11.20%
Interactive Investor Services Nominees Limited SMKTISAS 866,767,644 11.09%
US Bank National Association 2301810 704,311,442 9.02%
Vestra Nominees Limited SIPP 509,322,192 6.52%
Hargreaves Lansdown (Nominees) Limited 15942 467,939,587 5.99%
Hargreaves Lansdown (Nominees) Limited VRA 373,970,945 4.79%
Lawshare Nominees Limited SIPP 361,345,730 4.63%
HSDL Nominees Limited 355,003,855 4.54%
HSDL Nominees Limited MAXI 352,546,916 4.51%
Barclays Direct Investing Nominees Limited CLIENT1 345,221,594 4.42%
Nortrust Nominees Limited GSYA 330,000,000 4.22%
Details of directors' interests in shares and warrants are given in Note 17 to
the Financial Statements.
Disclosure of Audit Information
Each of the directors has confirmed that so far as they are aware, there is no
relevant audit information of which the Company's Auditor is unaware, and that
they have taken all the steps that they ought to have taken as a director in
order to make themselves aware of any relevant audit information and to
establish that the Company's Auditor is aware of that information.
Auditor
A resolution to reappoint Crowe U.K. LLP as Auditor of the Company will be
proposed at the forthcoming Annual General Meeting.
Charitable and Political Donations
During the year, the Group made no charitable or political donations.
Annual General Meeting
The Company's Annual General Meeting will be held on Wednesday 25 March 2026
at 10.00 a.m.
Conflicts of Interest
The Companies Act 2006 permits directors of public companies to authorise
directors' conflicts and potential conflicts, where appropriate, where the
Articles of Association contain a provision to this effect. The Company's
Articles contain such a provision. Procedures are in place in order to avoid
any conflict of interest between the Company and Tertiary Minerals plc. Under
a Management Service Agreement, Tertiary provides corporate and project
management services to Sunrise.
By order of the Board.
Patrick Cheetham
Executive Chairman
20 February 2026
Board of Directors
The Directors and Officers of the Company during the financial year were:
Patrick Cheetham Adam Hainsworth
Executive Chairman Non-Executive Director
Key Experience: Key Experience:
· Founding director · Experienced Finance Director
· Mining geologist with more than 40 years' experience in mineral · Significant commercial and transactional experience
exploration
· Chartered Accountant
· More than 35 years in public company management
Appointed: March 2025
Appointed: March 2005
Committee Memberships: Chairman of the Remuneration Committee and Member of
Committee Memberships: Chairman of the Nomination Committee Audit & Risk and Nomination Committees
External Commitments: Non-Executive Chairman of Tertiary Minerals plc External Commitments: None
James Cole Rod Venables
Senior Non-Executive Director Company Secretary
Key Experience: Key Experience:
· Chartered Accountant with strong commercial background and track · Qualified company/commercial solicitor
record of success in fundraising, mergers, disposals and acquisitions in
resource sector · Previously Director and Head of Company Secretarial Services at
City Group PLC
· Previously Finance Director for the Goal Group Limited. Formerly
Chief Financial Officer Cominco Resources Ltd, AIM/TSX traded European · Experienced in both Corporate Finance and Corporate Broking
Minerals Corporation plc and TSX/OSE traded Crew Gold Corporation.
Appointed: July 2019
Appointed: May 2021
External Commitments: Company Secretary for Tertiary Minerals plc and other
Committee Memberships: Chairman of the Audit & Risk Committee and a Member clients of Brede Corporate Advisory
of the Remuneration and Nomination Committees
External Commitments: Provides independent financial consultancy to a number
of companies.
Corporate Governance
Chairman's Overview
Your Board is committed to upholding high standards of corporate governance
for Sunrise Resources and its subsidiaries (the "Group") and maintaining and
developing a governance framework that enables the Board to achieve the
Company's purpose and its strategic objectives and to generate long-term value
for shareholders.
As Chairman of the Group, I have overall responsibility for the corporate
governance of the Company and the Board is responsible for delivering on our
well-defined business strategy having due regard for the associated risks and
opportunities.
In considering the most appropriate corporate governance code for the Company,
given its size and its stage of development, the Board previously considered
the corporate governance code published by the Quoted Companies Alliance
("QCA") in 2018 as the most suitable code for the Company. In November 2023,
the QCA published a revised Code which applies to companies with financial
years beginning on or after 1 April 2024. The Board has now adopted the 2023
QCA Code ("Code") for the Company and the Company's compliance and disclosures
relating to the revised principles under the Code are set out in the Corporate
Governance Statement in this Annual Report and also on the Company's website.
The Code sets out ten principles which the Company is required to adhere to
and to make certain related disclosures in the Corporate Governance Statement.
Compliance with the revised principles of the Code has enabled the Board to
improve the Company's existing governance framework and make changes to its
processes which will support the Board in developing a corporate culture that
understands and meets shareholder and stakeholder needs and expectations
whilst delivering long-term value for the benefit of its shareholders and
building a successful and sustainable business for all stakeholders.
The Company has also adopted an Environmental, Social and Governance Policy.
The Company's Environmental, Social and Governance Statement and its Corporate
Governance Statement were reviewed by the Board on 10 February 2026.
Patrick Cheetham
Executive Chairman
Environmental, Social and Governance Statement
Sunrise Resources plc and its subsidiaries ("the Company") practice
responsible exploration as reflected in this Environmental, Social and
Governance ("ESG") Policy and as demonstrated by our actions. By doing so we
reduce project risk, avoid adverse environmental and social impacts,
optimising benefits for all stakeholders while adding value to our projects.
Our business associates, consultants and contractors ("Associated Parties")
perform much of our primary activities at our projects and therefore we
require that all Associated Parties working on our behalf or for our
subsidiaries accept and adhere to the principles set out in this policy. We
encourage input from those with local knowledge and we review the ESG Policy
on a regular basis.
Our ESG Policy is guided by the Prospectors & Developers Association of
Canada's ("PDAC") for (Driving Responsible Exploration ("DRE"). This provides
a framework for responsible exploration built upon eight key principles. DRE
is flexible rather than prescriptive and encourages explorers to go beyond
local legal requirements in the jurisdictions of operations and apply leading
"best practices. The eight key principles are:
1. Adopting Responsible Governance and Management
The Company is committed to environmentally and socially responsible mineral
exploration and has developed and implemented ethical policies and procedures
for corporate governance. We ensure that management and key Associated Parties
are familiar with these and have appropriate levels of knowledge of these
policies and procedures.
The Company engages consultants and contractors with the required experience
and qualifications relevant to their specific tasks and, where necessary,
seeks the advice of specialists to improve the understanding and management of
social, environmental, human rights and security, health and safety, and in
the application of traditional knowledge.
The Board recognises that its principal activity, mineral exploration and
development, has potential to impact on the local environment and communities
and consequently has adopted its ESG Policy to ensure that the Group's
activities have minimal environmental and social impact. Where appropriate,
the Group's contracts with suppliers and contractors legally bind those
suppliers and contractors to do the same. The Group's activities, carried out
in accordance with the ESG Policy, have had only minimal environmental and
social impact at present and this policy is regularly reviewed. Where
appropriate, all work is carried out after prior consultation with affected
parties.
2. Applying Ethical Business Practices
As well as our shareholders and management, our stakeholders include local
communities and local leadership, local, regional and national government and
regulatory authorities, suppliers, contractors and consultants, our local
business partners and other interested parties. Our corporate culture and
policies require honesty, integrity, transparency and accountability in all
aspects of our work and when interacting with all stakeholders.
The Company takes all necessary steps to ensure that activities in the field
minimise or mitigate any adverse impacts on both the environment and on local
communities.
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 Board has also adopted a Bribery & Anti-Corruption Policy and a
Bribery & Anti-Corruption Code of Conduct applicable to temporary staff,
suppliers, contractors and consultants. We encourage our suppliers,
contractors, consultants and local partners to be aware of our Bribery &
Anti-Corruption Policy and the Company's Bribery & Anti-Corruption Code of
Conduct
The Board recognises 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 suppliers, contractors and other stakeholders. The
Company has developed a Health and Safety Policy to clearly define roles and
responsibilities and in order to identify and manage health and safety risk.
The Board recognises the benefits that social media engagement can have in
helping the Company reach out to shareholders and other stakeholders, but it
also recognises that misuse or abuse of social media can bring the Company
into disrepute. To facilitate the responsible use of social media, the Company
has adopted a Social Media Policy.
3. Respecting Human Rights
The Company's exploration activities are carried out in line with applicable
laws on human rights and the Company does not engage in activities that have
adverse human rights impacts.
The Company's Corporate Governance Statement, its ESG Policy, Bribery &
Anti-Corruption Policy, and the Bribery & Anti-Corruption Code of Conduct
can be viewed on our website here:
https://www.sunriseresourcesplc.com/corporate-governance
4. Commitment to Project Due Diligence and Risk Assessment
We make sure we are informed of the laws, regulations, treaties and standards
that are applicable with respect to our activities. We ensure that the
relevant stakeholders and interested parties are informed and prepared before
going into the field in order to minimise the risk of miscommunication,
unnecessary costs and conflict, and to understand the potential for creating
opportunities with local communities where possible.
5. Engaging Host Communities and Other Affected and Interested Parties
The Company is committed to interact and engage positively with local
communities, individuals and organisations in the areas that is operates. The
Company understands the importance of this as part of its "Social Licence to
Operate" and undertakes assessments to understand the social, political and
cultural environment of the areas it is working in, and uses local experts and
consultants, where needed. The Company engages with local stakeholders
regularly to get their feedback and identify any potential areas of concern.
6. Contributing to Community Development and Social Wellbeing
The Company is committed to engaging positively with local communities,
regulatory authorities, suppliers and other stakeholders in its project
locations, and encourages feedback through this engagement. Through this
process the Company develops and fosters the relationships on which our
business relies for success.
7. Protecting the Environment
We are committed to ensuring that environmental standards are met or exceeded
in the course of our exploration activities. Applicable laws and local
guidelines in all project jurisdictions are followed diligently and
exploration programmes are only carried out once relevant permits and
approvals have been secured from the appropriate regulatory bodies.
The Company follows the DRE's Environmental Stewardship Toolkit and, where
possible, choose less impactful exploration methods to limit disturbance.
In Nevada, USA, most of our exploration is carried out on Federally owned land
administered by the Bureau of Land Management ("BLM") which requires the
submission of financial bonds for reclamation of exploration activities and
which holds the Company to account. Provisions are made in the financial
statements for reclamation costs in accordance with calculations set by the
BLM. When operating on private lands the Company applies the same rigorous
standards for reclamation.
In Australia, field exploration activity requires prior approval from the
Department of Mines, Industry Regulation and Safety which imposes
environmental reclamation obligations on any such approvals.
Where our activities create ground disturbance, we ensure that full
rehabilitation is carried out in accordance with regulations and we take care
to minimise the impact of our activities on local flora and fauna, choosing
less impactful exploration methods where possible.
8. Safeguarding the Health and Safety of Workers and the Local Population
The Company's activities are carried out in accordance with its Health and
Safety Policy, which adheres to all applicable laws in the UK. We also take
advice from local experts and consultants regarding the jurisdictions we
operate in to make sure we comply with all local legislation for both
contractors and local populations.
Corporate Governance Statement
The Board has adopted the 2023 QCA Corporate Governance Code (the "Code") as
the most suitable corporate governance code for the Company and applies the
principles of the Code wherever possible and where appropriate to the
Company's size and available resources.
Set out below and in the following pages, and also set out on its website, are
the Code's ten principles with an explanation of how the Company applies each
principle and/or the reasons for any aspect of non-compliance.
This Corporate Governance Statement will be reviewed at least annually to
ensure that the Company's corporate governance framework continues to develop
in line with the Company's strategy and business plan.
The Board of Sunrise is composed of an Executive Chairman (Patrick Cheetham)
and two independent Non-Executive Directors (James Cole and Adam Hainsworth).
There are also three Board Committees: An Audit & Risk Committee, a
Remuneration Committee and a Nomination Committee, each of which has been
established to ensure proper governance and compliance with the Code.
Principle One: Establish a purpose, strategy and business model which promote
long-term value for shareholders
The Company's purpose is to responsibly explore for and then to develop
mineral resources to deliver long-term value to shareholders and positive
outcomes for its stakeholders.
The Company has a portfolio of exploration projects which are located in
stable and democratic geologically prospective mining friendly jurisdictions.
It has projects in Nevada, USA and Western Australia.
The Company has a clearly defined strategy and business model that has been
adopted by the Board and the details of which is set out in the Strategic
Report. Details of the challenges to the execution of the Company's strategy
and business model and how those will be addressed can be found in Risks and
Uncertainties in the Strategic Report.
The Board regularly reviews the progress of its projects and their development
and periodically reviews how its strategy and business model contribute to the
creation of sustainable value, taking account of financial, environmental and
social drivers.
Principle Two: Promote a corporate culture that is based on ethical values and
behaviours
The Board recognises and strives to promote a corporate culture which is based
on strong ethical and moral values. The Board also takes regular account of
the significance of social, environmental and ethical matters affecting the
business of the Group.
The Company practises responsible exploration as reflected in the Company's
Environmental, Social and Governance ("ESG") Statement and our activities. By
doing so the Board reduces project risk, avoids adverse environmental and
social impacts, optimises benefits for all stakeholders while adding value to
the Company's projects.
The Group's activities are carried out in accordance with the Company's ESG
Policy to minimise negative environmental and social impact, and this policy
is regularly reviewed. Where appropriate, all work is carried out after prior
consultation with affected parties.
The Board ensures that the Company's culture supports it purpose and values.
Ethical behaviour, integrity, respect and environmental responsibility
underpin all its activities and are re-enforced through the Company's policies
and codes.
The corporate culture of the Company is promoted by the management to the
Company's suppliers and contractors and is underpinned by the implementation
and regular review, enforcement and documentation of various policies and
codes: the Health & Safety Policy, the ESG Policy, the Share Dealing
Policy, the Bribery & Anti-Corruption Policy, the Bribery &
Anti-Corruption Code of Conduct and the Social Media policy. These policies
and codes enable the Board and its employees to determine that ethical values
are recognised and respected.
Details of the Company's ethical policies and its approach to ethical business
practices are set out in the Environmental, Social and Governance Statement.
The Company has only one employee at this time, the Executive Chairman, but
the Board seeks to promote an open and inclusive work culture for its
suppliers and contractors that encourages and fosters trust and respect. The
Board takes account of the interests of its suppliers and contractors when
making decisions, and suggestions aimed at improving the Group's performance
are welcomed.
The Board monitors commentary on its purpose and culture through reports from
the Board and from stakeholder feedback.
Principle Three: Seek to understand and meet shareholder needs and
expectations
The Board is committed to maintaining good communication with its shareholders
and investors and understanding their concerns and expectations. The Chairman
and other members of the Board from time to time meet with shareholders and
investors directly or through arrangements with the Company's brokers to
understand their investment requirements and expectations and to address their
enquiries and concerns.
All shareholders are encouraged to attend the Company's Annual General Meeting
where they can meet and directly communicate with the Chairman and members of
the Board. After the close of business at the Annual General Meeting, the
Chairman makes an up-to-date corporate presentation and opens the floor to
questions from shareholders.
The Chairman leads on ensuring that there is proactive engagement with
shareholders on governance matters. The Chairs of the Audit & Risk,
Remuneration and Nomination Committees make themselves available to meet with
shareholders at Annual General Meetings to answer shareholder questions
regarding the activities of their respective Committees.
Shareholders are also welcome to contact the Company via email at
info@sunriseresourcesplc.com with any specific queries.
The Company also provides regulatory, financial and business news updates
through the Regulatory News Service (RNS) and various media channels such as
X, formerly known as Twitter, and LinkedIn. Shareholders also have access to
information through the Company's website www.sunriseresources.com, which is
updated on a regular basis and which includes the Company's regulatory
announcements and the latest corporate presentation on the Group. Contact
details are also provided on the website.
The Company has no shareholder who or which controls 30 per cent. or more of
the Company's issued share capital.
Principle Four: Take into account wider stakeholder interests including social
and environmental responsibilities and their implications for long-term
success
The Board's primary goal is to create shareholder value in a responsible way
that serves all stakeholders. The Board recognises the importance of
maintaining good relationships with all its stakeholders and practising
responsible exploration in its project locations. Environmental and social
considerations are integral to the Company's overall strategy and business
model and ESG principles are now at the forefront of the Company's governance.
Details of the Company's ESG Policy and other governance policies, its
approach to exploration and the recruitment of experienced and qualified
personnel are set out in the Environmental, Social and Governance Statement.
The Company has a broad range of stakeholders beyond its shareholders. These
include the local communities in its exploration project locations, government
and regulatory bodies, suppliers, contractors, consultants and local business
partners.
The Company engages positively with local communities, regulatory authorities,
suppliers and other stakeholders in its project locations and through regular
communication and visits by the Chairman, staff members and local business
associates, consultants and contractors. The Company encourages feedback
through this engagement process which is reported back to the Board and which
helps the Board to understand the needs and expectations of these
stakeholders. It also helps the Board identify the key resources and foster
the relationships on which the business relies.
One further stakeholder group which is important to the Company and its
culture are the staff available to the Company. Other than the Board, the
Company has no employees. It relies on the employees of Tertiary Minerals plc
who are engaged through a Management Services Agreement. These employees play
an important part in the delivery of the Company's strategic objectives and
positively contribute to the relationships which the Company has with the
communities in which the Company operates. The Board seeks to promote an open
and inclusive work culture for these employees that encourages open
communication with the Board and fosters trust and respect.
The Group's activities carried out in accordance with the ESG Policy have had
only minimal environmental and social impact, and this policy is regularly
reviewed. Where appropriate, all work is carried out after prior consultation
with affected parties.
The health, safety and wellbeing of our staff, suppliers, contractors,
consultants and local business partners is important to the Board as borne out
by the Company's policies, including the Health & Safety Policy which has
been established and is periodically updated.
Further details of the Company's stakeholder engagement are set out in the
Environmental, Social and Governance Statement.
Principle Five: Embed effective risk management, internal controls and
assurance activities, considering both opportunities and threats throughout
the organisation.
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 whilst recognising that its business
opportunities carry an inherently high level of risk.
The Company is developing a Risk Management Policy to encapsulate its risk
management objectives and risk management strategies. The principal risks and
uncertainties facing the Group at this stage in its development and in the
foreseeable future are detailed in Risks and Uncertainties in the Strategic
Report, together with risk mitigation strategies employed by the Board.
All risks, including environmental and social risks which relate to the
business, are recorded and monitored by the Board. Existing risks and emerging
risks and the mitigation of such risks are regularly reviewed. The Board and
the Audit & Risk Committee ensure appropriate internal controls are in
place together with governance policies and compliance monitoring, to manage
financial and operational risks. The Company's internal controls are reviewed
annually by the Company's Auditor. The Company's governance policies are set
out in the Environmental, Social and Governance Statement.
Assurance activities include regular Board oversight of its risk management
effectiveness. Whilst considering existing and emerging risks and actively
monitoring changes in the exploration and mining arena and regulatory
developments, the Company's risk framework also considers opportunities for
value creation such as new projects, project advancement and strategic joint
ventures which are aligned with the Company's strategy to build a
multi-project portfolio.
The Board places emphasis on transparency through regular communication and
updates to shareholders and the stock market on the Company's business and the
risks and opportunities it faces. The Company's approach to risk is aligned
with good governance and demonstrates the Board's commitment to promoting the
Company's long-term success.
Principle Six: Establish and maintain the board as a well-functioning,
balanced team led by the Chair.
The role of the members of the Board is to collectively agree the Group's
long-term direction and strategy, monitor the achievement of its business
objectives and promote the interests of the Group. The members of the Board
are also collectively responsible for maintaining and updating the Company's
corporate governance framework.
The Board meets formally four times a year for the purposes set out above and
holds additional meetings when necessary to transact other business. The Board
receives regular and timely reports for consideration on all significant
strategic, operational and financial matters. Relevant information for
consideration by the Board and the Board Committees is circulated in advance
of their meetings.
Further details on the Board's meetings are provided in the Directors' Report.
The Board is supported by the Audit & Risk, Remuneration and Nomination
Committees, details of which, together with details of the Committee members
and attendance records, can also be found in the Directors' Report. The Audit
& Risk Committee and Remuneration Committee are each chaired by
independent non-executive directors, thereby ensuring independent oversight.
The Board is comprised of an Executive Chairman, Patrick Cheetham, and two
independent Non-Executive Directors, James Cole and Adam Hainsworth. Details
of the experience, skills and capabilities of the Directors are set out in
Board of Directors.
As the Company develops, the Board will have oversight of the Board's
requirements in terms of skills and experience and new members of the Board
will be sought to strengthen the Board's capability.
The Executive Chairman, Patrick Cheetham, leads the Board and is responsible
for maintaining the Board as a well-functioning, balanced team, ensuring that
no individual or group dominates decision-making. The Executive Chairman also
oversees corporate governance and chairs the Nomination Committee, which
applies rigorous and transparent procedures for Board appointments. The role
of Executive Chairman combines the roles of Chairman and Chief Executive
Officer results in cost savings for the Company and is considered acceptable
whilst there is a majority of independent directors on the Board and having
regard to the fact that the Company is not yet revenue generating.
Patrick Cheetham has a service contract as Executive Chairman of the
Company. Prior to 31 December 2025, his services as Chief Executive Officer
were provided to the Company, at cost, through a Management Services Agreement
with Tertiary Minerals plc ("Tertiary"), in which he is a shareholder and
where he is now employed as Non-executive Chairman. In the year ended 30
September 2025, Patrick Cheetham dedicated approximately 40% of his working
time to the Company. The combined role of Chairman and Chief Executive Officer
results in cost savings and is considered acceptable whilst there is a
majority of independent directors on the Board and having regard to the fact
that the Company is not yet revenue generating.
The non-executive directors, James Cole and Adam Hainsworth, have committed
the time necessary to fulfil their roles during the year and provide
independent and objective judgment to Board decisions. James Cole and Adam
Hainsworth, as non-executive directors, are considered by the Board to be
independent of management and free from any business or other relationship
which could materially interfere with the exercise of their independent
judgement.
Adam Hainsworth has an interest in 325,738,372 Ordinary Shares in the Company
which holding was largely built up prior to him joining the Board in March
2025. James Cole has a holding of 72,533,864 Ordinary Shares in the Company,
largely as a result of taking shares in lieu of part of his directors' fees
and nominal holdings of warrants. The non-executive directors do not
participate in performance related rewards.
Under the Articles of Association, new directors appointed to the Board must
stand for election at the first Annual General Meeting of the Company
following their appointment and existing directors retire by rotation annually
and may offer themselves for re-election. Due to the size and nature of the
business, the Board will not be following the Code recommendation that all
directors are proposed for annual re-election. This recommendation will be
reviewed on an annual basis.
Principle Seven: Maintain appropriate governance structures and ensure that
individually and collectively the Directors have the necessary up-to-date
experience, skills and capabilities
Patrick Cheetham, in his capacity as Executive Chairman, has overall
responsibility for the operation, leadership and governance of the Board and
the Company's approach to corporate governance. The Board is collectively
responsible for delivering on the Company's well-defined business strategy
having due regard for the associated risks and opportunities. The
Non-executive directors are responsible for bringing independent and objective
oversight to Board decisions.
The Company's corporate governance arrangements now in place are designed to
support a corporate culture that understands and meets shareholder and
stakeholder needs and expectations whilst delivering long-term value for
shareholders. The Board regularly reviews its corporate governance framework
to ensure it is effective and evolves with the Company's strategy and business
plan.
The Board is supported by the Audit & Risk, Remuneration and Nomination
Committees, details of which, together with details of the Committee members
and attendance records, can also be found in the Directors' Report. The Audit
& Risk Committee is chaired by James Cole and the Remuneration Committee
is chaired by Adam Hainsworth.
The Board considers the current balance of sector, financial and public market
skills and experience of its directors are relevant to the Company's business
and are appropriate for the current size and stage of development of the
Company. The Board considers that it has the skills and experience necessary
to execute the Company's strategy and business plan and discharge its duties
effectively.
The directors maintain their skills through membership of various professional
bodies, attendance at mining conferences and through their various external
appointments. Details of the current directors' biographies are set out Board
of Directors.
The Board receives regular and timely reports for consideration on all
significant strategic, operational and financial matters. Relevant information
for consideration by the Board is circulated in advance of its meetings.
All Directors have access to the advice and services of the Company Secretary
who is responsible for ensuring that Board procedures and applicable rules and
regulations are observed. The Board also has access to and receives advice
from its Nominated Adviser, the Company's Auditor and lawyers as well as other
advisers as and when advice or guidance is required.
All Directors are able to take independent professional advice, if required,
in relation to their duties and at the Company's expense. No external advice
was sought by Board members in the last financial year.
Principle Eight: Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement.
The ultimate measure of the effectiveness of the Board is the Company's
progress against the long-term strategy and aims of the business. This
progress is reviewed in Board meetings held at least four times a year.
The Board appreciates that an annual review of the Board's performance
provides for effective governance and the development of the Board's
capabilities.
A formal performance review of the Board and its Board Committees was
conducted last year by way of an internal survey and an updated performance
review of the Board and its Committees will be conducted later this year. In
due course, it is planned for performance reviews to be conducted by external
advisers or consultants.
The Nomination Committee, which consists of the Chairman and the two
non-executive directors, meets at least once a year to lead the formal process
of rigorous and transparent procedures for Board appointments. During its
meetings, the Nomination Committee reviews the structure, size and composition
of the Board, succession planning, leadership, key strategic and commercial
issues, conflicts of interest, time required from non-executive directors to
execute their duties effectively, the skills and experience of the Directors
and the overall effectiveness of the Board.
The Board is aware of the need to refresh its membership from time to time and
to match its skills set to those required for the development of its mineral
interests and will consider appointing additional independent non-executive
directors in the future.
Principle Nine: Establish a remuneration policy which is supportive of
long-term value creation and the Company's purpose, strategy and culture
Until 31 December 2025, the Company did not remunerate any of the Directors
other than in their capacity as directors and whilst the Executive Cheetham,
Patrick Cheetham, had an executive role, his technical and managerial services
were provided under a Management Services Agreement with Tertiary Minerals plc
and his remuneration was fixed by Tertiary Minerals plc. From 1 January 2026,
Mr Cheetham has been employed directly by the Company as Executive Chairman.
The Board has yet to define a Remuneration Policy in line with this principle
but intends to do so.
The Code recommends that companies submit both their annual remuneration
report and their remuneration policy to an advisory vote by shareholders. The
Company plans to adopt this recommendation in future years.
Principle Ten: Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other key stakeholders
The Company regularly communicates with, and encourages feedback from, its
shareholders who are its key stakeholder group. The Company's website is
regularly updated and users, including all stakeholders, can register to be
alerted via email when material announcements are made. The Company's contact
details are on the website should stakeholders wish to make enquiries of
management.
The Group's financial reports for at least the past five years can be found
here: https://www.sunriseresourcesplc.com/financial-reports
(https://www.sunriseresourcesplc.com/financial-reports) and the Company's
website also contains past regulatory announcements and Notices of Annual
General Meetings.
The results of voting on all resolutions in general meetings are posted to the
Company's website, including any actions to be taken as a result of
resolutions for which votes against have been received from at least 20 per
cent of independent votes.
Audit & Risk Committee Report
The Audit & Risk Committee is a sub-committee of the Board, comprised of
the independent non-executive directors and assists the Board in meeting
responsibilities in respect of external financial reporting and internal
controls. The Committee also keeps under review the scope and results of the
audit. It also considers the cost-effectiveness, independence and objectivity
of the auditors taking account of any non-audit services provided by them.
James Cole is Chair of the Committee.
The specific objectives of the Committee are to:
a) maintain adequate quality and effective scope of the
external audit of the Group including its branches where applicable and review
the independence and objectivity of the auditors.
b) ensure that the Board of Directors has adequate
knowledge of issues discussed with its external auditor.
c) ensure the financial information and reports issued
by the Company to AIM, shareholders and other recipients are accurate and
contain proper disclosure at all times.
d) maintain the integrity of the Group's administrative
operating and accounting controls and internal control principles.
e) ensure appropriate accounting policies are adhered to
by the Group.
The Committee has unlimited access to the external Auditor, to senior
management of the Group and to any external party deemed necessary for the
proper discharge of its duties. The Committee may consult independent experts
where it considers necessary to perform its duties.
The Committee reviews the financial controls of the Company on a regular basis
and is satisfied that the Group's financial controls and reporting procedures
are robust and sufficient to ordinarily prevent fraud and ensure that senior
management, the Committee and the Board are fully aware of the Company's
financial position at all times.
The Committee met three times in the last financial year, on 10 February
2025, 20 May 2025 and 20 July 2025. Significant reporting issues considered
during the year included the following:
1. Impairments
The Committee has reviewed the carrying values of the Group projects as at 30
September 2025, and recoverability of loans from the Parent Company to
subsidiary undertakings and carried out impairment reviews. The project
carrying values are assessed against the IFRS 6 criteria set out in Note 1(n).
Loans to subsidiary undertakings are assessed for impairment under IAS 36.
As a result of this, it was judged that no projects need to be impaired other
than in line with historical impairments. Amounts loaned to Sunrise Minerals
Australia Pty Ltd during the year were fully impaired in line with historical
impairment.
2. Going Concern
The Committee also considered the Going Concern basis on which the accounts
have been prepared (see Note 1(b).
Given the Group's cash position at year end further fundraising will be
necessary to meet the costs of the Group's overheads and planned discretionary
project expenditures and to maintain the Company and Group as going concern.
Although the Company has been successful in raising finance in the past, there
is no assurance that it will obtain adequate finance in the future. This
represents a material uncertainty related to events or conditions which may
cast significant doubt on the Group's and Company's ability to continue as
going concerns and, therefore, that they may be unable to realise their assets
and discharge their liabilities in the normal course of business. However, the
directors have a reasonable expectation that they will secure additional
funding when required to continue meeting corporate overheads and exploration
costs for the foreseeable future and therefore the directors believe that the
going concern basis is appropriate for the preparation of the financial
statements.
James Cole
Chair - Audit & Risk Committee
20 February 2026
Remuneration Committee Report
The Remuneration Committee is a sub-committee of the Board and comprises the
independent non-executive directors. Adam Hainsworth is Chair of the
Committee.
The primary objective of the Committee is to review the performance of the
director(s) and review the basis of their service agreements and make
recommendations to the Board regarding the scale and structure of their
remuneration.
With effect from the 1 January 2026, the Executive Chairman, Patrick
Cheetham, became an employee of the Company. Prior to that his technical and
managerial services were provided under a Management Service Agreement with
Tertiary Minerals plc and his remuneration was fixed by Tertiary Minerals plc.
It is the role of the Committee to ensure that the executive director is
appropriately incentivised and rewarded for his services to the Company and
this is considered as part of the Committee's review of any Long-Term
Incentive Plan.
The Committee met once during the financial year under review, on 9 May 2025,
to review the Terms of Reference for the Committee and to consider their
continuing suitability.
Individual Directors' short-term remuneration is presented in Note 5
(Directors' Emoluments). Long-term remuneration arrangements are disclosed in
Note 17 (Related Party Transactions).
Adam Hainsworth
Chair - Remuneration Committee
20 February 2026
Nomination Committee Report
The Nomination Committee comprises the Chairman and the independent
non-executive directors. Patrick Cheetham is Chair of the Committee.
The primary objective of the Committee is to lead the formal process of
reviewing and making recommendations as to Board appointments and other Board
changes and to make appropriate recommendations to the Board.
The Committee is required, amongst other things, to:
a) Review the structure, size and composition (including
the skills, knowledge, experience and diversity) of the Board and make
recommendations to the Board with regard to Board appointments and any Board
changes.
b) Give full consideration to succession planning for
directors and other senior executives in the course of its work, taking into
account the challenges and opportunities facing the Company, and the skills
and expertise needed on the Board in the future.
c) Keep under review the leadership needs of the
organisation to compete effectively in the marketplace.
d) Review annually the time required from non-executive
directors and non-executive directors. Performance evaluation should be used
to assess whether the executive directors and non-executive directors are
spending enough time in fulfilling their duties.
e) Arrange periodic reviews of the Committee's own
performance and, at least annually, review its constitution and terms of
reference to ensure it is operating at maximum effectiveness and recommend any
changes it considers necessary to the Board for approval.
f) Ensure that prior to the appointment of a director,
the proposed appointee should be required to disclose any other business
interests that may result in a conflict of interest and be required to report
any future business interests that may result in a conflict of interest.
The Committee carries out its duties for the Parent Company, major subsidiary
undertakings and the Group as a whole and met twice during the period under
review, on 10 March 2025 to appoint Mr Adam Hainsworth to the Board and on
13 March 2025 to review the Terms of Reference for the Committee and to
consider their continuing suitability.
The Committee is satisfied that the current Board has a depth of experience
and level, and range of skills appropriate to the Company at this stage in its
development. It is, however, recognised that the Company is likely to need
additional expertise as the Company develops and so the composition of the
Board will be kept under careful review to ensure that the Board can deliver
long-term growth in shareholder value.
Patrick Cheetham
Chair - Nomination Committee
20 February 2026
Publication of Statutory Accounts
The financial information set out in this announcement does not constitute the
Company's Annual Accounts for the period ended 30 September 2025 or 2024. The
financial information for 2024 is derived from the Statutory Accounts for
2024. Full audited accounts in respect of that financial period have been
delivered to the Registrar of Companies. The Statutory Accounts for 2025 will
be delivered to the Registrar of Companies following the Company's Annual
General Meeting. The Auditors have reported on the 2025 and 2024 accounts.
Neither set of accounts contain a statement under section 498(2) of (3) the
Companies Act 2006 and both received an unqualified audit opinion. However,
there was an emphasis of matter in relation to a requirement that the Company
raise funds in the future to continue as a going concern.
Availability of Financial Statements
The Annual Report containing the full financial statements for the year to
30 September 2025 will be uploaded to the Shareholders Documents section of
the Company's website on or around 27 February 2026:
https://www.sunriseresourcesplc.com/shareholder-documents .
Consolidated Income Statement
for the year ended 30 September 2025
Notes 2025 2024
£ £
Revenue 2 - 112,050
Cost of sales 3 - (41,146)
Gross profit - 70,904
Other income 23 25,398 78,435
Pre-licence exploration costs (1,300) 304
Impairment of exploration expenditure 10 - (422,135)
Administration costs (366,348) (386,766)
Operating loss (342,250) (659,258)
Interest receivable 19 452
Loss before taxation 4 (342,231) (658,806)
Tax on loss 8 - -
Loss for the year attributable to equity holders of the parent (342,231) (658,806)
Loss per share - basic and diluted (pence) 7 (0.006) (0.015)
All amounts relate to continuing activities.
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2025
2025 2024
£ £
Loss for the year (342,231) (658,806)
Items that could be reclassified subsequently to the income statement:
Foreign exchange translation differences on foreign currency net investments (6,396) (201,584)
in subsidiaries
Items that will not be reclassified to the income statement:
Changes in the fair value of equity investments (2,641) (1,954)
(9,037) (203,538)
Total comprehensive loss for the year attributable to equity holders of the (351,268) (862,344)
parent
Consolidated and Company Statements of Financial Position
at 30 September 2025
Company Registration Number: 05363956
Notes Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Non-current assets
Intangible assets 10 1,905,990 - 1,832,826 -
Investment in subsidiaries 9 - 2,875,788 - 2,745,496
Other investments 9 1,065 - 7,930 5,719
1,907,055 2,875,788 1,840,756 2,751,215
Current assets
Receivables 12 83,916 30,445 179,813 22,926
Cash and cash equivalents 13 85,087 64,049 102,425 83,265
169,003 94,494 282,238 106,191
Current liabilities
Trade and other payables 14 (171,840) (139,595) (127,887) (101,935)
Convertible Loan Note 24 (64,000) (64,000) (195,000) (195,000)
(235,840) (203,595) (322,887) (296,935)
Net current (liabilities)/assets (66,837) (109,101) (40,649) (190,744)
Non current liabilities
Provisions 21 (22,593) - (24,485) -
(22,593) - (24,485) -
Net assets 1,817,625 2,766,687 1,775,622 2,560,471
Equity
Called up share capital 15 78,125 78,125 49,450 49,450
Share premium account 6,359,708 6,359,708 5,995,112 5,995,112
Capital Redemption Reserve 4,054,102 4,054,102 4,054,102 4,054,102
Share warrant reserve 16,090 16,090 43,757 43,757
Fair value reserve (13,477) - 720 11,968
Foreign currency reserve (19,266) 1,321 (12,870) 1,321
Accumulated losses (8,657,657) (7,742,659) (8,354,649) (7,595,239)
Equity attributable to owners of the parent 1,817,625 2,766,687 1,775,622 2,560,471
The Company reported a loss for the year ended 30 September 2025 of £186,643
(2024: £562,890).
These financial statements were approved by the Board and authorised for issue
on 20 February 2026 and were signed on its behalf by:
P L Cheetham
Executive Chairman
Consolidated Statement of Changes in Equity
Group Share Share Share Capital Fair Foreign Accumulated Total
capital premium warrant redemption value currency losses £
£ account reserve reserve reserve reserve £
£ £ £ £ £
At 30 September 2023 4,095,052 5,680,316 42,815 - 2,674 188,714 (7,701,048) 2,308,523
Loss for the year - - - - - - (658,806) (658,806)
Change in fair value - - - - (1,954) - - (1,954)
Exchange differences - - - - - (201,584) - (201,584)
Total comprehensive loss for the year - - - - (1,954) (201,584) (658,806) (862,344)
Share issue 8,500 314,796 - - - - - 323,296
Capital restructure (4,054,102) - - - - - - (4,054,102)
Capital redemption reserve - - - 4,054,102 - - - 4,054,102
Share-based payments expense - - 6,147 - - - - 6,147
Transfer of expired warrants - - (5,205) - - - 5,205 -
At 30 September 2024 49,450 5,995,112 43,757 4,054,102 720 (12,870) (8,354,649) 1,775,662
Loss for the year - - - - - - (342,231) (319,866)
Equity investment disposal reclassification - - - - (11,556) - 11,556 -
Exchange differences - - - - (2,641) (16,396) - (31,402)
Total comprehensive loss for the year - - - - (14,197) (6,396) (308,310) (351,268)
Share issue 28,675 364,596 - - - - - 393,271
Transfer of expired warrants - - (27,667) - - - 27,667 -
At 30 September 2025 78,125 6,359,708 16,090 4,054,102 (13,477) (19,266) (8,657,657) 1,817,625
Company Statement of Changes in Equity
Company Share Share Share Capital Fair Foreign Accumulated Total
capital premium warrant redemption value currency losses £
£ account reserve reserve reserve reserve £
£ £ £ £ £
At 30 September 2023 4,095,052 5,680,316 42,815 - 11,874 1,321 (7,037,554) 2,793,824
Loss for the year - - - - - - (562,890) (562,890)
Change in fair value - - - - 94 - - 94
Exchange differences - - - - - - - -
Total comprehensive loss for the year - - - - 94 - (562,890) (562,796)
Share issue 8,500 314,796 - - - - - 323,296
Capital restructure (4,054,102) - - - - - - (4,054,102)
Capital redemption reserve - - - 4,054,102 - - - 4,054,102
Share-based payments expense - - 6,147 - - - - 6,147
Transfer of expired warrants - - (5,205) - - - 5,205 -
At 30 September 2024 49,450 5,995,112 43,757 4,054,102 11,968 1,321 (7,595,239) 2,560,471
Loss for the year - - - - - - (186,643) (186,643)
Equity investment disposal reclassification (11,556) 11,556
Exchange differences - - - - (412) - (412)
Total comprehensive loss for the year - - - - (11,968) - (175,087) (187,055)
Share issue 28,675 364,596 - - - - - 393,271
Transfer of expired warrants - - (27,667) - - - 27,667 -
At 30 September 2025 78,125 6,359,708 16,090 4,054,102 - 1,321 (7,742,659) 2,766,687
Consolidated and Company Statements of Cash Flows
for the year ended 30 September 2025
Notes Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Operating activity
Operating (loss)/profit before interest (342,231) (186,624) (659,258) (563,342)
Depreciation/interest charge 18,21 - - 5,046 -
Share-based payment charge - - 6,147 6,147
Deferred consideration from sale of exploration assets - - 56,025 -
Shares issued in lieu of net wages 5 19,069 19,069 12,363 12,363
Expenditures settled by issues of shares - - 17,015 17,015-
Impairment charge - deferred exploration expenditure 10 - - 422,135 -
Reclamation liability 21 1,794 - 5,039 -
Interest income (19) (19)
Increase/(decrease) in provision for impairment of loans to subsidiaries 9 - - - 15,363
(Increase)/decrease in receivables 12 95,897 (7,519) (34,355) 7,442
Increase/(decrease) in trade and other payables 14 43,953 37,660 19,115 6,832
Foreign exchange gain/loss - - - 223,964
Net cash outflow from operating activity (181,537) (137,433) (150,728) (274,216)
Investing activity
Interest received 19 19 452 452
Cash receipt from disposal of equity investments 5,719 5,719 - -
Exploration expenditure 10 (82,308) - (102,580) -
(Disbursements to)/receipts from subsidiaries - (130,292) - 7,400
Net cash outflow from investing activity (76,570) (124,554) (102,128) 7,852
Financing activity
Issue of share capital (net of expenses) 243,200 243,200 188,917 188,917
Lease payments 18 - - (2,412) -
Net cash inflow from financing activity 243,200 243,200 186,505 188,917
Net increase/(decrease) in the year (14,907) (18,787) (66,351) (77,447)
Cash and cash equivalents at start of year 102,425 83,265 177,967 160,711
Exchange differences (2,431) (429) (9,191) 1
Cash and cash equivalents at 30 September 13 85,087 64,049 102,425 83,265
Notes to the Financial Statements
for the year ended 30 September 2025
Background
Sunrise Resources plc (the "Company") is a public company incorporated and
domiciled in England. Its shares are traded on the AIM Market of the London
Stock Exchange EPIC: SRES.
The Company is a holding company (together, "the Group") for one company
incorporated in Australia, and two companies incorporated in Nevada, in the
United States of America. The Group's financial statements are presented in
Pounds Sterling (£) which is also the functional currency of the Company.
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the Group's financial
statements.
1. Material accounting policies
(a) Basis of preparation
The Group and Company financial statements have been prepared on the basis of
the recognition and measurement requirements of applicable law and UK adopted
International Accounting Standards.
(b) Going concern
In common with many exploration companies, the Company raises finance for its
exploration and appraisal activities in discrete tranches. Further funding is
raised as and when required. When any of the Group's projects move to the
development stage, specific project financing will be required.
The directors prepare annual budgets and cash flow projections that extend
beyond 12 months from the date of this report. Given the Group's cash position
at year end (£85,087), these projections include the proceeds of future
fundraising necessary within the next 12 months to meet the Company's and
Group's overheads and planned discretionary project expenditures and to
maintain the Company and Group as going concern. Although the Company has been
successful in passing resolutions to increase share capital and then
subsequently raising finance in the past, there is no assurance that it will
obtain adequate finance in the future. This represents a material uncertainty
related to events or conditions which may cast significant doubt on the
Group's and Company's ability to continue as going concerns and, therefore,
that they may be unable to realise their assets and discharge their
liabilities in the normal course of business. However, the directors have a
reasonable expectation that they will secure additional funding when required
to continue meeting corporate overheads and exploration costs for the
foreseeable future and therefore the directors believe that the going concern
basis is appropriate for the preparation of the financial statements. In
considering the longer-term financial outlook of the Group, the continued
viability of the most significant exploration and evaluation assets as set out
in Note 1(n) is critical to this assessment.
(c) Basis of consolidation
Investments, including long-term loans, in the subsidiaries are valued at the
lower of cost or recoverable amount, with an ongoing review for impairment.
The Group's financial statements consolidate the financial statements of the
Company and its subsidiary undertakings using the acquisition method and
eliminate intercompany balances and transactions.
In accordance with section 408 of the Companies Act 2006, the Company is
exempt from the requirement to present its own statement of comprehensive
income. The amount of the loss for the financial year recorded within the
financial statements of the Company is £186,643 (2024: £562,890).
The Group's financial statements consolidate the financial statements of
Sunrise Resources plc and its controlled entities made up to 30 September each
year. The prior year comparatives are for the year ended 30 September 2024.
Where the Group controls an entity it is classified as a subsidiary.
Generally, there is a presumption that a majority of voting rights results in
control. Control is also achieved where the Group has power over the entity,
is exposed or has rights to variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the
entity. The Group re-assess whether or not it controls an entity if facts and
circumstances indicate that there are changes to one for more of these
elements of control.
Subsidiaries acquired during the reporting period are incorporated under the
acquisition method of accounting and their results consolidated from the date
of acquisition. They are deconsolidated from the date that the Group ceases to
control the subsidiary.
The consolidated financial statements present the results of the Group as if
they formed a single entity. All intra-group transactions and balances between
Group companies are eliminated in full.
The Group's subsidiaries during the reporting period are set out in Note 9.
(d) Intangible assets
Exploration and evaluation
Accumulated exploration and evaluation costs incurred in relation to separate
areas of interest (which may comprise more than one exploration licence or
exploration licence applications) are capitalised and carried forward where:
(i) such costs are expected to be recouped through
successful exploration and development of the area, or alternatively by its
sale; or
(ii) exploration and/or evaluation activities in the area
have not yet reached a stage which permits a reasonable assessment of the
existence or otherwise of economically recoverable reserves, and active and
significant operations in, or in relation to the areas are continuing.
A twice yearly review is carried out by the directors to consider whether
there are any indications of impairment in capitalised exploration and
development costs. Reviews for impairment indicators were carried out in order
to assess the carrying values of each project as at 31 March 2025 and 30
September 2025. This involved consideration of changes in circumstances and
evidence including exploration results, changes in tenure of mineral rights,
economic circumstances such as market prices, opportunities for realisation
such as sale or joint ventures and viability, comparing anticipated future
costs with expected recoverable value. For each project, based upon the
relevant considerations, the directors formed a view regarding the
recoverability of capitalised expenditure and continued compliance with the
IFRS 6 criteria for recognition and deferral.
Where an indication of impairment is identified, subject to a impairment
review, the relevant value is written off to the income statement in the
period for which the impairment was identified. An impairment of exploration
and development costs may be subsequently reversed in later periods should
conditions allow.
Accumulated costs, where the Group does not yet have an exclusive exploration
licence and in respect of areas of interest which have been abandoned, are
written off to the income statement in the year in which the pre-licence
expense was incurred or in which the area was abandoned.
Development
Exploration, evaluation and development costs are carried at the lower of cost
and expected net recoverable amount. On reaching a mining development
decision, for example, the commitment of capital to mine development,
exploration and evaluation costs are reclassified as development costs and all
development costs on a specific area of interest will be amortised over the
useful economic life of the projects, once they become income generating and
the costs can be recouped.
(e) Trade and other receivables and payables
Trade and other receivables and payables are measured at initial recognition
at fair value and subsequently measured at amortised cost.
(f) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand and short-term
highly liquid deposits with a maturity of three month or less, that are held
for the purpose of meeting short-term cash commitments and are readily
convertible to a known amount of cash and subject to an insignificant risk of
changes in value. .
(g) Leases
IFRS 16 requires the recognition of lease commitments as right of use assets
and the recognition of a corresponding liability. Lease costs are recognised
in the income statement in the form of depreciation of the right of use asset
over the lease term and interest charges representing the unwind of the
discount on the lease liability.
Short term leases, which fall outside the IFRS 16 requirements, having a
duration of 12 months or less, are charged to the income statement on straight
line basis.
(h) Deferred taxation
Deferred taxation, if applicable, is provided in full in respect of taxation
deferred by temporary differences between the treatment of certain items for
taxation and accounting purposes.
Deferred tax assets are recognised to the extent that they are regarded as
recoverable.
(i) Foreign currencies
The Group's consolidated financial statements are presented in Pounds Sterling
(£), being the functional currency of the Company, and the currency of the
primary economic environment in which the Company operates. Monetary assets
and liabilities denominated in foreign currencies are translated at the rate
of exchange ruling at the balance sheet date.
For consolidation purposes, the net investment in foreign operations and the
assets and liabilities of overseas subsidiaries, associated undertakings and
joint arrangements, that have a functional currency different from the Group's
presentation currency, are translated at the closing exchange rates. Income
statements of overseas subsidiaries, that have a functional currency different
from the Group's presentation currency, are translated at exchange rates at
the date of transaction. Exchange differences arising on opening reserves are
taken to the foreign currency reserve in equity.
(j) Share warrants and share-based payments
The Company issues warrants to employees (including directors) and third
parties. The fair value of the warrants is recognised as a charge measured at
fair value on the date of grant and determined in accordance with IFRS 9,
adopting the Black-Scholes-Merton model. The fair value is recognised on a
straight-line basis over the vesting period, with a corresponding adjustment
to equity, based on the management's estimate of shares that will eventually
vest. The expected life of the warrants is adjusted, based on management's
best estimates, for the effects of non-transferability, exercise restrictions
and behavioural considerations. The details are shown in Note 16.
The Company also issues shares in order to settle certain liabilities,
including payment of fees to directors. The fair value of shares issued is
based on the closing mid-market price of the shares traded on the AIM market
on the day prior to the date of settlement and it is expensed on the date of
settlement with a corresponding increase in equity.
(k) Financial assets designated at fair value through OCI
Upon initial recognition, the Group can elect to classify irrevocably its
equity investments as equity instruments designated at fair value through OCI
when they meet the definition of equity under IAS 32 Financial Instruments:
Presentation and are not held for trading. The classification is determined on
an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or
loss. Dividends are recognised as other income in the statement of profit or
loss when the right of payment has been established, except when the Group
benefits from such proceeds as a recovery of part of the cost of the financial
asset, in which case, such gains are recorded in OCI. Equity instruments
designated at fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its listed equity investments under
this category.
(l) Reclamation costs
The Group's mining and exploration activities are subject to various
governmental laws and regulations relating to the protection of the
environment. The Group records a liability for the estimated future
rehabilitation costs and decommissioning of its development projects at the
time a constructive obligation is determined.
When provisions for closure and environmental rehabilitation are initially
recognised, the corresponding cost is capitalised as an intangible asset,
representing part of the cost of acquiring the future economic benefits of the
operation. The capitalised cost of closure and environmental rehabilitation
activities is recognised in mining interests and, from the commencement of
commercial production, is amortised over the expected useful life of the
operation to which it relates. Any change in the value of the estimated
expenditure is reflected in an adjustment to the provision and asset.
(m) Standards, amendments and interpretations not yet
effective
At the date of authorisation of these financial statements, the following
standards, amendments, and interpretations had been issued but were not yet
effective and have not been early adopted by the Group:
· IFRS 18 Presentation and Disclosure in Financial Statements
The directors will be assessing the impact that the adoption of this standard
will have on the Group's financial statements.
(n) Judgements and estimations in applying accounting
policies
In the process of applying the Group's accounting policies above, management
has identified the judgemental areas that have the most significant effect on
the amounts recognised in the financial statements:
Intangible assets - exploration and evaluation
IFRS 6 "Exploration for and Evaluation of Mineral Resources" requires that
exploration and evaluation assets shall be assessed for impairment when facts
and circumstances suggest that the carrying amount may exceed recoverable
amount.
In practical terms, this requires that project carrying values are regularly
monitored and assessed for recoverability whether from future exploitation of
resources or realised by sale to a third party.
Where activities have not reached a stage, which permits reasonable
confirmation of the existence of mineral reserves, the directors must form a
judgement whether future exploration and evaluation should continue. This
requires management to use their sector experience, apply their specialist
expertise and form a conclusive judgement whether or not, on the balance of
evidence that further exploration is justified to determine if an economically
viable mining operation can be established in future. Such estimates,
judgements and assumptions are likely to change as new information and
evidence becomes available. If it becomes apparent, in the judgement of the
directors, that recovery of capitalised expenditure is unlikely, the carrying
value should be considered as impaired and treated as detailed below.
Impairment
Impairment reviews for deferred exploration and evaluation costs are carried
out on a project-by-project basis, with each project representing a potential
single cash generating unit. The directors are required to continually monitor
and review the carrying values by reference to new developments, stages in the
exploration process and new circumstances. Assessment of the potential
impairment of assets requires an updated judgement of the probability of
adequate future cash flows from the relevant project. It includes
consideration of:
(i) The period for which the entity has the right to explore
in the specific area and whether this right will expire in the near future,
and whether the right is expected to be renewed.
(ii) Whether substantive expenditure on further exploration for
and evaluation of mineral resources for the specific project is either
budgeted or planned.
(iii) Whether exploration for and evaluation of mineral resources
on the specific project has led to the discovery of commercially viable
quantities of mineral resources and whether the entity has decided to
discontinue such activities on the project.
(iv) Whether sufficient data exist to indicate that, although a
development on the specific project is likely to proceed, the carrying amount
of the exploration and evaluation asset is likely to be recovered in full from
successful development of a mine or by the sale of the project.
Going concern
The preparation of financial statements requires an assessment of the validity
of the going concern assumption. This in turn is dependent on finance being
available for the continuing working capital requirements of the Group. Based
on the assumption that such finance will become available, the directors
believe that the going concern basis is appropriate for these accounts, Note
1(b) refers.
Share warrants and share-based payments
The estimates of costs recognised in connection with the fair value of share
warrants requires that management selects an appropriate valuation model and
make decisions on various inputs into the model including the volatility of
its own share price, the probable life of the warrants before exercise, and
behavioural consideration of warrant holders.
Investments in subsidiaries
Investments in subsidiaries, including long-term loans, are valued at the
lower of cost or recoverable amount, with an ongoing review for impairment.
This includes assessment of the net assets in subsidiaries and the
recoverability of the long-term projects.
(o) Other income
Other income is not recognised until the right to receive payment is
established and payment is certain, also see Note 23.
(p) Revenue recognition
The revenue of the Group arises from its mineral projects. The revenue
comprises of income derived from the sale of these projects and other sources,
such as royalty income. Sales are measured at the fair value of the
consideration received or receivable after deducting discounts, value added
tax and other withholding tax.
The royalty income becomes receivable on extraction and sale of the relevant
underlying commodity, and by determination of the relevant royalty agreement.
The Group considers a royalty to be a direct interest in the underlying
mineral asset. Existence risk (the commodity physically existing in the
quantity demonstrated), production risk (that the operator can achieve
production and operate a commercially viable project), timing risk
(commencement and quantity produced, determined by the operator) and price
risk (returns vary depending on the future commodity price, driven by future
supply and demand) are all risks which the Group participates in on a similar
basis to an owner of the underlying mineral licence.
A royalty asset is a right to receive cash to the extent there is production
and there are no interest payments, minimum payment obligations or means to
enforce production or guarantee payment. Royalties are accounted for as
intangible assets under IAS 38 and carried at cost less accumulated
amortisation and any impairment provision with royalty or offtake income being
recognised as revenue in the income statement.
The carrying value of the royalty asset is amortised to the income statement
on a unit-of-production basis as revenues are earned with the Intangible asset
being assessed for indicators of impairment at each period end.
(q) Cost of sales
Cost of sales includes the disposal of costs previously capitalised as
exploration as exploration assets which has been accumulated over the life of
the asset prior to disposal. All other operating expenses incurred in the
ordinary course of business are recorded in administration costs.
(r) Parent company accounting for net investment in
subsidiaries
A net investment in a foreign subsidiary comprises the parent's interest in
the subsidiary's net assets and, where applicable, monetary items (such as
long-term intercompany balances) for which settlement is neither planned nor
likely to occur in the foreseeable future. Exchange differences arising on the
translation of the financial statements of foreign operations and on monetary
items that form part of the net investment in those operations are recognised
in other comprehensive income and accumulated in a separate component of
equity (foreign currency translation reserve). On disposal of the foreign
operation, the cumulative amount of exchange differences previously recognised
in other comprehensive income is reclassified from equity to profit or loss as
a reclassification adjustment.
2. Revenue
2025 2024
£ £
Sale agreement with Dicalite - 112,050
- 112,050
Sale agreement with Dicalite
In March 2024, the Company entered into an sale agreement with Dicalite
Management Group ("Dicalite") for the 29 mining claims held for the Diatomite
in the Crow Springs area of Nevada, USA, for a total consideration of
US$150,000 and the first US$75,000 was received March 2024. The remaining
US$75,000 was received in November 2024.
3. Cost of sale
2025 2024
£ £
Capitalised cost for CS Diatomite Project - 41,146
- 41,146
4. Loss before income tax
The operating loss is stated after charging: 2025 2024
£ £
Fees payable to the Company's auditor for:
The audit of the Company's annual accounts 31,000 31,000
Other Services:
Interim review of accounts 2,572 2,000
Corporation tax fees 6,043 5,334
5. Directors' emoluments
Remuneration in respect of directors was as follows: 2025 2024
£ £
P L Cheetham (salary) 24,000 24,000
J Cole (salary) 24,000 24,000
A Hainsworth (salary) * 13,142 -
R D Murphy (salary) ** 12,000 24,000
73,142 72,000
* Appointed: March 2025
** Resigned: March 2025
The above remuneration amounts do not include non-cash share-based payments
charged in these financial statements in respect of share warrants issued to
the directors amounting to £Nil (2024: £Nil), or Employer's National
Insurance contributions of £1,229 (2024: £4,140) or issue of shares in lieu
of net wages totalling £19,069 (2024: £12,363).
The directors are also the key management personnel. If all benefits are taken
into account, the total key management personnel compensation would be
£74,371 (2024: £76,140).
6. Staff costs
Staff costs for the Group and the Company, including directors, were as 2025 2024
follows:
£ £
Wages and salaries 73,142 72,000
Social security costs 1,229 4,140
Share-based payments - -
74,371 76,140
The Company does not employ any staff directly (2024: Nil). The directors are
considered office holders, paid through payroll in accordance with a contract
for services. The services of technical and administrative staff are provided
by Tertiary Minerals plc as part of the Management Services Agreement between
the two companies (see Note 17).
The Company issues share warrants to employees of Tertiary Minerals plc from
time to time and these non-cash share-based payments resulted in a charge
within the financial statements of £ NIL (2024: £727).
Company secretarial services are provided by Mr R. Venables through Brede
Corporate Advisory.
7. Loss per share
Loss per share has been calculated using the loss for the year attributable to
equity holders of the Company and the weighted average number of shares in
issue during the year.
2025 2024
Loss (£) (342,231) (658,806)
Weighted average shares in issue (No.) 5,602,528,609 4,360,320,952
Basic and diluted loss per share (pence) (0.006) (0.015)
The loss attributable to ordinary shareholders and weighted average number of
ordinary shares for the purpose of calculating the diluted earnings per
ordinary share are identical to those used for the basic earnings per ordinary
share. This is because the exercise of share warrants would have the effect of
reducing the loss per ordinary share and is therefore anti-dilutive.
8. Income tax
No liability to corporation tax arises for the year due to the Group recording
a taxable loss (2024: £Nil).
The tax credit for the period is lower than the credit resulting from the loss
before tax at the small profits rate of corporation tax in the UK - 19% (2024:
19%). The differences are explained below.
Tax reconciliation 2025 2024
£ £
Loss before tax (342,231) (658,806)
Tax at 19% (2024: 19%) (65,024) (125,173)
Pre-trading expenditure not deductible for tax purposes 3,624 92,671
Expenditure not deductible for tax purposes 5,257 1,918
Unrelieved losses carried forward 51,894 30,584
Tax charge/credit for year - -
Total losses carried forward (4,855,104) (4,576,350)
Factors that may affect future tax charges
The Group has total losses carried forward of £4,855,104 (2024: £4,576,350).
This amount would be charged to tax, thereby reducing tax liability, if
sufficient profits were made in the future capped to £5m per annum allowance.
The deferred tax asset has not been recognised as the future recovery is
uncertain given the exploration status of the Group.
9. Investments
Subsidiary undertakings
Company Country of Date of Type and percentage Principal activity
incorporation/ incorporation/ of shares held at
registration registration 30 September 2025
Sunrise Minerals Australia Pty Ltd Australia 7 October 2009 100% of ordinary shares Mineral exploration
SR Minerals Inc. Nevada, USA 12 January 2014 100% of ordinary shares Mineral exploration
Westgold Inc. Nevada, USA 13 April 2016 100% of ordinary shares Mineral exploration
The registered office of Sunrise Minerals Australia Pty Ltd is Level 4, 35-37
Havelock Street West, Perth, Western Australia 6005.
The registered office of SR Minerals Inc. and Westgold Inc. is 241 Ridge
Street, Suite 210, Reno, Nevada 89501, United States of America.
Investment in subsidiary undertakings Equity Loans Company Company
2025 2025 2025
£ £ £ 2024
£
Value at start of year 63 2,745,433 2,745,496 2,992,223
Additions - 130,292 130,292 (231,364)
Movement in provision - - - (15,363)
At 30 September 63 2,875,725 2,875,788 2,745,496
Investments in share capital of subsidiary undertakings
The directors consider that the carrying value of the Company's investments in
shares of subsidiary undertakings totalling £63 is not material and therefore
does not require an impairment review.
Loans to Group undertakings
Amounts owed by subsidiary undertakings are unsecured and payable in cash.
Loan interest is charged to US subsidiaries on intercompany loans with Parent
Company. The loans are typically not expected to be repaid in the foreseeable
future, and the terms of such loans are generally rolled forward under the
same conditions rather than settled.
A review of the recoverability of investments in and loans to subsidiary
undertakings totalling £2,875,788 has been carried out in accordance with IAS
36. As a result, the directors have concluded that there is no need for
impairment of the balance in this financial year. The assessment has been
based upon a review, that uses the underlying exploration assets held by the
subsidiary undertakings and is governed by IFRS 9.
Other investments - listed investments
Company Country of Type and percentage Principal activity
incorporation/ of shares held at
registration 30 September 2025
VR Resources Ltd Canada 0.07% of ordinary shares Mineral exploration
Power Metal Resources plc * United Kingdom Shares no longer held Mineral exploration
*Remaining shares disposed in September 2025
Investment designated at fair value through OCI Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Value at start of year 7,930 5,719 11,192 5,625
Movement in valuation (1,136) - (1,954) 94
Disposal (5,719) (5,719) - -
Movement in foreign exchange (10) - (1,308) -
At 30 September 1,065 - 7,930 5,719
The fair value of the investment is equal to the market value of its shares at
30 September 2025, based on the closing mid-market price of shares on its
equity exchange market.
These are level one inputs for the purpose of the IFRS 13 fair value
hierarchy.
10. Intangible assets
Exploration evaluation assets Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Cost
At start of year 5,177,684 2,203,594 5,332,034 2,203,594
Reclamation (1,794) - (2,424) -
Additions 82,308 - 102,580 -
Transferred to cost of sales - - (41,146) -
Foreign currency exchange adjustments (7,350) - (213,360) -
At 30 September 5,250,848 2,203,594 5,177,684 2,203,594
Impairment
At start of year (3,344,858) (2,203,594) (2,922,723) (2,203,594)
Impairment losses during the year - - (422,135) -
At 30 September (3,344,858) (2,203,594) (3,344,858) (2,203,594)
Net book value
At 30 September 1,905,990 - 1,832,826 -
At start of year 1,832,826 - 2,409,311 -
During the year the directors carried out a review of impairment indicators
with reference to IFRS 6.20 (a) which resulted in no impairment. Refer to
accounting policy 1(d) and 1(n) for a description of the considerations used
in the impairment review.
The judgements in respect of key projects are as follows;
All of the projects held by the Company are in good standing and proposals are
in place to advance exploration on all projects as resources allow. All
relevant claim fees have been paid up to 1 September 2026 when they can be
renewed again.
The CS Project in Nevada continues to be the Group's lead project with a
carrying value of £1,331,974. In the judgement of the directors, this is
justified as the project benefits from various active mining and production
permits and discussions remain ongoing with potential customers and partners
for the development of the project.
The Hazen Project, which has a carrying value of £30,107, was, until 8
January 2026, the subject of an option for sale for US$800,000 which set a
value for the project that is many multiples the carrying value. The project
has generated option payments of US$27,500 to date. Notwithstanding that the
option expired, based on our review of impairment indicators, no impairment
was identified.
The Pioche Project has a carrying value of £73,840. Large deposits of
sepiolite have been defined by drilling and testwork has demonstrated
commercial grades. The project was formerly under option for sale for US$1.4
million with a retained 3% ad valorem royalty and whilst that option was not
exercised the work carried out has added value to the project and generated
option payments of US$150,000 for the Company, Discussions with prospective
partners for the project are ongoing.
The Reese Ridge Project has a carrying value of £49,489. It is an early-stage
exploration project and drill targets were defined in 2023. This is a priority
project for exploration for zinc-lead-silver with drilling budgeted for in
2025. The project is not impaired.
At the adjacent Ridge Limestone project the carrying value of the project
(carrying value £37,664) is justified by the large deposits of limestone
found on the mining claims in proximity to established infrastructure, some of
which limestone is of very high purity.
Although there has been no exploration during the reporting period on the
County Line Project, Nevada (carrying value £151,628), in the judgement of
the directors, further evaluation of the production potential is justified in
view of its proximity to the CS Project and project synergies. The Company's
mining claims have been renewed for a further 12-month period and the project
is not impaired.
Similarly, the NewPerl Project (carrying value £72,124) holds area with large
surface outcrops of perlite synergistic with the CS Project. The project
includes the Jackson Wash group of mining claims that are under lease/option
to Kinross Gold with a buyout figure of US$500,000 and a retained 2.5%
royalty. The Kinross option agreement has already generated income of
US$45,000 to date and there is no evidence of impairment.
Positive drilling results have previously been obtained from the Clayton
Project, Nevada (carrying value of £124,503) and drilling has been budgeted,
therefore in the opinion of the directors the project is not impaired. The
same factors also justify the £34,660 carrying value of the Newark Project.
The Bay State and Baker's Gold Projects were impaired in previous reporting
periods 2024 and whilst certain project claims are being maintained, no
exploration is planned for the foreseeable future. and it is the directors'
judgement that expenditure on these projects in the reporting period should
continue to be impaired.
11. Property, plant and equipment
The Group has the use of tangible assets held by a related undertaking,
Tertiary Minerals plc, under a Management Services Agreement between the two
companies.
12. Receivables
Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Prepayments 13,679 13,328 16,700 13,408
Accrued income - 56,025 -
Other receivables 70,237 17,117 107,088 9,518
At 30 September 2025 83,916 30,445 179,813 22,926
13. Cash and cash equivalents
Cash at bank and in hand Group Company Group Company
2025 2025 2024 2024
£ £ £ £
At 30 September 85,087 64,049 102,425 83,265
14. Trade and other payables
Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Amounts owed to related undertaking - Tertiary Minerals plc 64,098 64,008 25,954 25,954
Accruals 50,913 30,074 54,395 35,913
Deferred income 7,650 - 7,470 -
Other payables 28,440 28,440 33,153 33,153
Other taxation and social security 20,739 17,073 6,915 6,915
At 30 September 171,840 139,595 127,887 101,935
15. Share capital and reserves
2025 2025 2024 2024
Number £ Number £
Share capital - Allotted, called up and fully paid
Ordinary shares
Balance at start of year 4,944,980,696 49,450 4,095,052,030 4,095,052
Ordinary shares of 0.001 pence each (2024: 0.1)
Ordinary shares issued in the year 2,867,421,140 28,675 849,928,666 8,500
Share sub-division - creation of deferred shares of 0.099p each - - 4,095,052,030 -
Share sub-division - cancellation of deferred shares of 0.099 pence each - - (4,095,052,030) (4,054,102)
Balance at 30 September 7,812,401,836 78,125 4,944,980,696 49,450
Ordinary shares of 0.001 pence each
During the year to 30 September 2025, the following share issues took place:
An issue of 225,000,000 Ordinary Shares at 0.02 pence per share, by exercise
of conversion rights (TNZ Convertible Loan Note), for a total consideration of
£45,000 before expenses (13 November 2024).
An issue of 270,000,000 Ordinary Shares at 0.02 pence per share, by exercise
of conversion rights (TNZ Convertible Loan Note), for a total consideration of
£27,000 before expenses (17 February 2025).
An issue of 93,021,463 Ordinary Shares at 0.0205 pence per share to three
directors, for a total consideration of £19,069 in satisfaction of directors'
fees (12 March 2025).
An issue of 1,176,470,588 Ordinary Shares at 0.017 pence per share, via
placing for a total of £200,000 before expenses (31 July 2025).
An issue of 294,117,647 Ordinary Shares at 0.017 pence per share, via WRAP
Retail Offer for a total of £50,000 before expenses (1 August 2025).
An issue of 808,811,442 Ordinary Shares at 0.0152 pence per share, by exercise
of conversion rights (TNZ Convertible Loan Note), for a total consideration of
£123,000 before expenses (24 September 2025).
During the year to 30 September 2024 a total of 849,928,666 0.001p Ordinary
Shares were issued, at an average price of 0.02p per share, for a total
consideration of £315,220 net of expenses. A total of 4,095,052,030 Deferred
Shares of 0.099 pence each, resulting from the sub-division of shares, were
also issued and subsequently cancelled during the year to 30 September 2024.
Nature and purpose of reserves
Foreign currency reserve
Exchange differences relating to the translation of the net assets of the
Group's foreign operations, which relate to subsidiaries only, from their
functional currency into the Parent's functional currency, being Sterling, are
recognised directly in the foreign currency reserve.
Share warrant reserve
The share warrant reserve is used to recognise the value of equity-settled
share warrants provided to employees, including key management personnel, as
part of their remuneration, and to third parties in connection with
fundraising. Refer to Note 16 for further details.
Share premium reserve
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium.
Fair value reserve
Fair value reserve represents the cumulative fair value changes of
available-for-sale equity investment assets.
Capital redemption reserve
Non distributable reserve into which amounts are transferred following the
redemption or the purchase of a company's own shares. The provisions relating
to the capital redemption reserve are set out in section 733 of the Companies
Act 2006.
16. Share warrants granted
Warrants not exercised or expired at 30 September 2025
Issue date Exercise price Number Exercisable Expiry date
08/08/22 0.113p 8,000,000 Any time from 05/08/23 05/08/27
09/08/23 0.100p 9,000,000 Any time from 09/08/24 09/08/28
Total 17,000,000
Share warrants are issued for nil consideration and are exercisable as
disclosed above. They are exchangeable on a one for one basis for each
ordinary share of 0.001p at the exercise price on the date of conversion.
Share warrant movements:
2025 2024
Number of Weighted Number of share warrants Weighted
share average average
warrants exercise exercise
price price
(Pence) (Pence)
Outstanding at start of year 268,650,000 0.09 85,000,000 0.16
Granted during the year - - 216,650,000 0.07
Expired during the year 251,650,000 0.09 (33,000,000) 0.15
Outstanding at end of year 17,000,000 0.11 268,650,000 0.09
Exercisable at end of year 17,000,000 0.11 268,650,000 0.09
The share warrants outstanding at 30 September 2025 had a weighted average
exercise price of 0.11p (2024: 0.09p), a weighted average fair value of 0.03p
(2024: 0.01p) and a weighted average remaining contractual life of 2.38 years.
In the year ended 30 September 2024, warrants were granted on 5 July 2024 as
part of a fundraise and to AlbR Capital Limited (formerly Peterhouse Capital
Limited) as settlement of a broker commission fee with an aggregate estimated
fair value of £316 No warrants were granted to non-executive directors of the
Company nor to the employees of Tertiary Minerals plc. Note 6 explains the
value recognised in the reporting period in respect of Tertiary Minerals plc.
In the year ended 30 September 2025, no warrants were granted.
In the year to 30 September 2025, the Company recognised expenses of £Nil.
(2024: £6,147) related to issuing of share warrants in connection with
equity-settled share-based payment transactions. The fair value is charged to
administrative expenses and where there is a vesting period it is charged on a
straight-line basis over the vesting period, together with a corresponding
increase in equity, based on the management's estimate of shares that will
eventually vest.
The fair values of warrants are estimated using a Black-Scholes-Merton Pricing
Model and charged to administrative expenses on a straight-line basis over the
vesting period, together with a corresponding increase in equity, based on the
management's estimate of shares that will eventually vest.
The inputs into the Black-Scholes-Merton Pricing Model were as follows: 2025 2024
Weighted average share price 0.05p 0.05p
Weighted average exercise price 0.8p 0.8p
Expected volatility 50% 50%
Expected life 1 1
Risk-free rate 4% 4%
Expected dividend yield 0% 0%
Expected volatility was determined by calculating the historical volatility of
the Company's share price over the previous 3 years. The expected life used in
the model has been adjusted, based on management's best estimate, for the
effects of non-transferability, exercise restrictions and behavioural
considerations.
17. Related party transactions
Key management personnel
The directors holding office at the year end and their warrants held in the
share capital of the Company are:
At 30 September 2025 At 30 September 2024
Shares Share Warrant Warrant Shares Share
number warrants exercise expiry number warrants
number price date number
P L Cheetham* 685,761,926 - - - 381,832,572 **80,000,000
J Cole 72,533,864 2,500,000 0.113p 05/08/27 32,768,986 5,000,000
2,500,000 0.100p 09/08/28
A Hainsworth(†) 289,473,498 - - - - -
*Includes 5,500,000 ordinary shares held by K E Cheetham, wife of P L
Cheetham.
**50,000,000 of these warrants were held in a nominee company, however P L
Cheetham was the underlying shareholder, and 15,000,000 of these warrants did
not meet their vesting criteria and expired on 31 December 2023.
(†)Includes 36,264,874 ordinary shares held by F Hainsworth, wife of A
Hainsworth.
Please refer to Note 9 - Investments for details on the subsidiaries.
The parent company has loans and receivables due from Sunrise Minerals Pty
amounting to £810,225, which have been fully impaired. In addition, the
parent company has loans and receivables due from SR Minerals Inc. totalling
£2,513,985, and loans and receivables due from Westgold Inc. amounting to
£361,804
Tertiary Minerals plc
Sunrise Resources plc is treated as an investment in the consolidated accounts
of Tertiary Minerals plc, which held 0.28% of the issued share capital of
Sunrise Resources plc on 30 September 2025 (2024: 0.44%).
Under a Management Services Agreement, Tertiary Minerals plc provides
management services to Sunrise Resources plc and consequently during the year
the Group incurred costs of £147,933 (2024: £147,718).
At the balance sheet date, an amount of £64,008 (2024: £25,958) was due to
Tertiary Minerals plc, included in trade and other payables (Note 14).
Patrick Cheetham, the Executive Chairman of the Company, is also a director of
Tertiary Minerals plc.
18. Leases
Right of use assets Group Group
2025 2024
£ £
Cost
At start of year - 23,175
Foreign currency exchange adjustments - (2,052)
At 30 September - 21,123
Depreciation
At start of year - (17,639)
Charge for the year - (5,046)
Disposals - -
Foreign currency exchange adjustments - 1,562
At 30 September - (21,123)
Carrying amounts
At 30 September - -
At start of year - 5,536
Lease liabilities Group Group
2025 2024
£ £
Cost
At start of year - 2,644
Lease payments - (2,412)
Interest charge - -
Foreign currency exchange adjustments - (232)
At 30 September - -
The right of use assets and related liabilities were for the lease of water
rights for use in conjunction with the CS Project in Nevada, USA. As of March
2024, a mutual agreement was reached, removing any future obligations.
19. Capital management
The Group's capital requirements are dictated by its project and overhead
funding requirements from time to time. Capital requirements are reviewed by
the Board on a regular basis.
The Group manages its capital to ensure that entities within the Group will be
able to continue as going concerns, to increase the value of the assets of the
business and to provide an adequate return to shareholders in the future when
exploration assets are taken into production.
The Group manages the capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk characteristics of its
assets. In order to maintain or adjust the capital structure the possibilities
open to the Group in future include issuing new shares, consolidating shares,
returning capital to shareholders, taking on debt and selling assets.
20. Financial instruments
At 30 September 2025, the Group's and Company's financial assets consisted of
receivables due within one year, other investments and cash and cash
equivalents. At the same date, the Group and Company had no financial
liabilities other than trade and other payables due within one year and had no
agreed borrowing facilities as at this date. There is no material difference
between the carrying and fair values of the Group's and Company's financial
assets and liabilities.
The carrying amounts for each category of financial instrument held at 30
September 2025, as defined in IFRS 9, are as follows:
Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Financial assets at amortised cost 155,276 81,166 209,514 92,784
Financial assets at fair value through other comprehensive income 1,065 - 7,930 5,179
Financial Liabilities at amortised cost 237,605 186,522 307,304 290,019
Risk management
The principal risks faced by the Group and Company resulting from financial
instruments are liquidity risk, foreign currency risk and, to a lesser extent,
interest rate risk and credit risk. The directors review and agree policies
for managing each of these risks as summarised below. The policies have
remained unchanged from previous periods as the risks are assessed not to have
changed.
Liquidity risk
The Group holds cash balances in Sterling, US Dollars, Australian Dollars and
others to provide funding for exploration and evaluation activity, whilst the
Company holds cash balances in Sterling, US Dollars, Australian Dollars and
small amounts in other currencies.
The Company is dependent on equity fundraising through private placings which
the directors regard as the most cost-effective method of fundraising. The
directors monitor cash flow in the context of their expectations for the
business to ensure sufficient liquidity is available to meet foreseeable
needs.
Currency risk
The Group's financial risk management objective is broadly to seek to make
neither profit nor loss from exposure to currency or interest rate risks. The
Group is exposed to transactional foreign exchange risk and takes profits and
losses as they arise as, in the opinion of the directors, the cost of hedging
against fluctuations would be greater than the related benefit from doing so.
Fluctuations in the exchange rate may have a material effect on reported loss
or equity.
Bank balances were held in the following denominations: Group Company Group Company
2025 2025 2024 2024
£ £ £ £
United Kingdom Sterling 63,780 63,780 70,487 70,487
Australian Dollar 900 150 3,135 933
United States Dollar 20,360 72 28,727 11,769
Other 47 47 76 76
Interest rate risk
The Company finances operations through equity fundraising. Until
24 September 2025, the Company had borrowings in the form of convertible
securities in respect of which fees are payable on conversion where the market
price of the Company's ordinary shares is less than the par value.
Fluctuating interest rates have the potential to affect the loss and equity of
the Group and the Company insofar as they affect the interest paid on
financial instruments held for the benefit of the Group. The directors do not
consider the effects to be material to the reported loss or equity of the
Group or the Company presented in the financial statements.
Credit risk
The Company has exposure to credit risk through receivables such as VAT
refunds, invoices issued to related parties and its joint arrangements for
management charges. The amounts outstanding from time to time are not material
other than for VAT refunds which are considered by the directors to be low
risk.
The Company has exposure to credit risk in respect of its cash deposits with
NatWest bank and this exposure is considered by the directors to be low risk.
21. Provisions
Group 2025 2024
£ £
Reclamation Liability 24,485 29,525
At start of year
Reduction/reversal (1,794) (2,424)
Interest - -
Exchange adjustments (98) (2,616)
At 30 September 22,593 24,485
The Group makes provision for future reclamation costs relating to exploration
projects. Provisions are calculated based upon internal estimates and expected
costs based upon past experience and expert guidance where appropriate.
Reclamation liabilities are covered by reclamation bonds and reclamation takes
place when exploration on a particular project or project area terminates or
when the Company seeks repayment of a particular reclamation bond. Estimates
of reclamation liability are made using regularly updated government
exploration cost estimation software and the risk associated with such
estimates is judged by the directors to be low.
22. Contingent assets
The Company has the following contingent assets:
A 2% Net Smelter Return Royalty from Golden Metal Resources plc, received as
part of the consideration for the disposal of the Stonewall and Garfield
exploration projects in June 2021.
A Net Smelter Return Royalty of US$6 per ton from the Dicalite Management
Group, received when the Crow Springs Diatomite Project was sold in 2024.
No values have been assigned to these contingent assets on the basis that
realisation is uncertain and considered to be unpredictable.
23. Other income
2025 2024
£ £
Lease Option agreement with Kinross 7,650 3,735
Sale Option agreement with Tolsa - 74,700
Hazen Project Option Fee 15,300 -
Bureau of Land Management Refund 2,448 -
25,398 78,435
Lease Option Agreement with Kinross
In October 2021, the Company entered into a lease/option agreement with
Kinross Gold U.S.A., Inc. ("Kinross") granting Kinross a Lease and Option to
purchase the Company's 25 Jackson Wash mining claims in Nevada, USA. Under the
terms of the Agreement, a lease payment was made to the Company of US$10,000
for year 4 of the lease. If the Option is exercised, the Company will receive
a payment of US$500,000 and will retain a 2.5% Net Smelter Return Royalty.
Sale Option Agreement, Hazen Project
In July 2025, the Group granted a US company an option to purchase the Hazen
Project for US$800,000 and received an option fee of US$20,000 (£15,300).
Bureau of Land Management (Hazen Sale Option Agreement)
In September 2025, under the Hazen Sale Option Agreement, the Group received a
refund of US$3,200 (£2,448) for costs incurred with the Bureau of Land
Management in relation to claim maintenance fees.
24. Convertible Loan note
On 29 November 2022, the Company raised £280,000 through a share placing of
80,000,000 new ordinary shares at a price of 0.1 pence per share and the issue
of a £200,000 convertible security (the "First Convertible Security). The
agreement, with US institutional investor Towards Net Zero, LLC ("TNZ"),
allowed the Company to issue a further convertible security within 6 months of
the Closing Date, 6 December 2022, to raise a further £200,000 subject to
certain conditions precedent.
On 5 June 2023, the conditions precedent were met, and the Company issued a
further £200,000 convertible security (the "Second Convertible Security").
On 9 June 2025, the term of the Second Convertible Security was extended by
an additional 18 months, from 7 June 2025 to 7 December 2026.
The convertible securities balance at 30 September 2025 was zero, having been
reduced by £195,000 as follows:
(a) On 13 November 2024, the Company announced that it
had received a Conversion Notice from TNZ in respect of £45,000 of the First
Convertible Security. As a result, the Company issued a total of 225,000,000
new Ordinary Shares at a price of 0.02 pence per share. Following the issue of
the Conversion Shares, there was no amount outstanding for conversion or
redemption on the First Convertible Note.
(b) On 17 February 2025, the Company announced that it
had received a Conversion Notice from TNZ in respect of £27,000 of the Second
Convertible Security. As a result, the Company issued a total of 270,000,000
new Ordinary Shares at a price of 0.01 pence per share.
(c) On 24 September 2025, the Company announced that it
had received a Conversion Notice from TNZ in respect of £123,000 of the
Second Convertible Security. As a result, the Company issued a total of
808,811,442 new Ordinary Shares at a price of 0.0152 pence per share.
Following the issue of the Conversion Shares, there was no amount outstanding
for conversion under the Second Convertible Note.
The Agreement with TNZ provides that when the convertible securities are fully
repaid or fully converted an equalisation payment become due to the Company
from TNZ, or vice versa, based on the number of shares issued to TNZ under the
placing and the then prevailing share price relative to the placing price. The
final trance of convertible securities dated 24 September 2025 triggered an
Equalisation Payment of £64,000 which is now due for payment.
The convertible securities were free of interest.
25. Events after the year-end
There have been no post balance sheet events following year-end, other than
disclosed in this document.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR BBGDDDUDDGLG
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Sunrise Resources
See all newsREG - Sunrise Resources - ANNUAL REPORT TO 30 SEPTEMBER 2025 & NOTICE OF AGM
AnnouncementREG - Sunrise Resources - Audited Results for the year to 30 September 2025
AnnouncementREG - Sunrise Resources - Holding(s) in Company
AnnouncementREG - Sunrise Resources - UPDATE ON HAZEN PROJECT, NEVADA, USA
AnnouncementREG - Sunrise Resources - PIOCHE SEPIOLITE PROJECT, NEVADA, USA
Announcement