REG - Tertiary Minerals - Audited Results for Year Ended 30 September 2025
17/02/2026 07:00
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RNS Number : 2350T Tertiary Minerals PLC 17 February 2026
17 February 2026
Tertiary Minerals plc
("Tertiary" or the "Company")
Tertiary Minerals 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:
Tertiary Minerals plc
Richard Belcher, Managing Director +44 (0) 1625 838 679
SP Angel Corporate Finance LLP, Nominated Adviser and Broker
Richard Morrison/Jen Clarke +44 (0) 203 470 0470
AlbR Capital Limited, Joint Broker
Lucy Williams/Duncan Vasey +44 (0) 207 469 0930
Market Abuse Regulation
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it 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.
Cautionary Note Regarding Forward-Looking Statements
The news release 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. Accordingly, you should not rely on any
forward-looking statements and, save as required by the AIM Rules for
Companies or by law, the Company does not accept any obligation to disseminate
any updates or revisions to such forward-looking statements.
Competent Persons Statement
The technical information in this release has been compiled and reviewed by Dr
Richard Belcher (CGeol, EurGeol) who is a qualified person for the purposes of
the AIM Note for Mining and Oil & Gas Companies. Dr Belcher is a chartered
fellow of the Geological Society of London and holds the European Geologist
title with the European Federation of Geologists.
Chairman's Statement
Dear Shareholder,
I am pleased to present your Annual Report for 2025 and to introduce our
Strategic Report which gives further details of operational progress in Zambia
and Nevada. This report covers the financial year ended 30 September 2025 and
significant post-year end developments.
Zambia
In Zambia we are fortunate to enjoy joint venture relationships with two of
the Country's pre-eminent explorers, copper miner First Quantum Minerals
Limited ("FQM") and KoBold Metals ("KoBold"), a US-based mineral exploration
company that couples geoscience, data science, machine learning and artificial
intelligence to search for critical minerals. Moreover, our data sharing and
technical cooperation agreement with FQM has led directly to our new discovery
of copper-silver mineralisation at our exciting Mushima North Project which is
now our lead project.
Mushima North Copper-Silver-Zinc Project
The importance of this project first became clear in February 2025 when the
first silver assays from the 2024 Phase 1 drilling programme at Target A1
revealed silver to be present in high concentrations in association with our
previously reported wide intervals of low-grade copper mineralisation. As more
assays became available it was clear we had an exciting grass roots discovery
on our hands.
We have since completed two further phases of drilling and delivered results
such as 58m grading 49 g/t silver, 0.26% copper and 0.16% zinc (72 g/t silver
equivalent or 0.94% copper equivalent) from just 8m downhole. Mineralisation
is shallow and many of the holes drilled so far end in mineralisation.
The last phase of drilling, Phase 3, was terminated prematurely due to the
early onset of seasonal rains, but not before intersecting the best copper
results to date and highlighting the potential for higher grade copper
mineralisation, particularly at the northern end of the target area such as
97m grading 55 g/t silver, 0.42% copper and 0.19% zinc (91 g/t silver
equivalent or 1.18% copper equivalent) from 6m downhole, including 13m grading
77 g/t silver, 1.43% copper and 0.23% zinc (192 g/t silver equivalent or 2.49%
copper equivalent) from 84m downhole.
The current surface footprint of the mineralisation extends for approximately
450m by 400m, but it remains open to the north/northwest and south/southeast
and the potential for primary sulphide mineralisation, underneath the
near-surface oxide mineralisation is, as yet, largely untested.
It is our ambition to resume drilling as soon as access allows following the
end of the wet season, in Q2 2026. In the meantime, we believe we have
sufficient information to justify the reporting of a JORC Code compliant
Exploration Target which will give us an independent and preliminary
evaluation of the target size and grade. Mineralogical and metallurgical
testwork continues as we seek to determine the economic drivers for this zone
of mineralisation and work towards a Mineral Resource Statement later in 2026.
To date, our exploration has focussed primarily on Target A1, but Mushima
North contains several additional targets in proximity to Target A1 that
warrant follow-up and initial drilling.
Konkola West Copper Project
At Konkola West, KoBold has now earned the right to a 51% interest having
completed two deep drill holes into an underexplored part of the Ilunga Basin
seeking extensions to the high-grade copper ore shale that, on adjoining
mining leases, supports the major Konkola and Lubambe copper mines.
The first of these drill holes is believed to have been the deepest drill hole
ever drilled on the Zambian Copperbelt (2,711m). Both holes encountered
technical problems that prevented them intersecting the target, but we all
remain excited for the potential of this project and are delighted that KoBold
has committed to sole funding of a third deep hole in the basin in the
upcoming field season.
It takes deep pockets and unwavering commitment to undertake this type of
pioneering exploration and we are fortunate to be a part in this. Kobold's
reported expenditure on this project in our last financial year totalled some
US$3.7 million.
Mukai Copper Project
FQM has the right to earn an interest in this project by reaching various
copper resource discovery milestones. Earlier in the reporting period FQM
completed three scout diamond drill holes to test for copper mineralisation in
the Tirosa Basin close to their large copper mining operations at Sentinel.
Anomalous copper intervals were found and further work is under evaluation.
Exploration expenditure so far by FQM is approximately US$500,000.
Nevada, USA
In early 2025 we received the results from our first drill programme at the
Brunton Pass Copper Project. This confirmed that the main target geophysical
anomaly is related to sulphide mineralisation. Thick intervals of anomalous
copper, mercury and arsenic were intersected in association with this anomaly
and over a wide area. However, to date, only the peripheral parts of the IP
anomaly have been intersected at depth and the stronger parts of the anomaly
remain untested.
Our working thesis is that we may have drilled within the halo of an
epithermal precious metal/ porphyry copper system and that deeper drilling is
justified.
Sweden, Storuman Fluorspar Project
In early 2025 we submitted a detailed appeal against the Swedish Government's
2004 decision not to grant the exploitation concession for this large deposit
of fluorspar. The appeal highlights the potential for co-existence of the
project with Sami reindeer herding interests, the position of fluorspar as a
critical mineral in the energy transition and precedents set by more recent
Government decisions.
We remain hopeful for a positive decision although the wheels in Government
turn slowly and a decision is not expected before at least the end of March
2026.
Corporate Developments
In March 2025 we welcomed our new Managing Director, Dr Richard Belcher.
Richard brings a wealth of knowledge and experience in the mineral resources
sector and over 22 years post PhD geological experience working as a
contractor and consulting geologist on a variety of commodities from early
stage through to resource definition, with a strong emphasis on Africa and
with junior explorers.
Richard's appointment means that the time was right for me to relinquish my
founding role as Executive Chairman and since 1 January 2026 I have continued
my involvement with the Company as Non-executive Chairman.
Funding for our activities in 2025 has come through two placings and a
convertible loan following the year end. In June 2025 we raised £375,000 from
certain institutional investors. Following publication of the Company's
interim results, both myself and Richard Belcher invested on the same terms. A
further £100,000 was raised from an existing significant shareholder in
October 2025 and in November 2025 we took on a convertible loan in the amount
of £450,000 from another supportive shareholder to fund further exploration
at Mushima North. The latter structure provides us with increased flexibility
as, if shares are issued as a result of conversion in the next twelve months,
it is likely to be at a considerable premium to the share price at the time
the loan was taken out.
Corporate Governance
This year, our Corporate Governance Statement has 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
Our next Annual General Meeting will be held on 19 March 2026 when Richard
Belcher, Donald McAlister and myself will be retiring and standing for
re-election.
As is usual, at this AGM we will be seeking approval for two resolutions to
allow for the issue of new shares. I urge all shareholders to support and
approve these resolutions as, until such time as the Company is self-funding,
the Company needs to be able to issue new shares to raise funds to continue
with its exploration programmes, the success of which we expect will generate
shareholder returns, and to continue as a going concern.
Outlook
The outlook for the main commodities we are exploring for is bullish. Copper
prices are being maintained near historically high levels and are forecast to
increase due to setbacks at major mining operations in Indonesia and Chile.
Silver has also enjoyed a significant rerating, not only on the back of
increased industrial demand in solar energy but also as an investment vehicle
that is highly leveraged to the increasing price of gold.
Junior explorers are starting to see the benefit of this upward momentum,
whilst the AIM market has lagged behind other stock exchanges, and we welcome
the changes being proposed to the AIM Rules to make the AIM market more
competitive with the ASX and TSXV as a listing platform for mineral
exploration and mining companies.
In 2026, we intend to aggressively advance the Mushima North discovery and
envisage a number of value-adding steps as we head towards the definition of a
maiden mineral resource. We also expect to have news on other fronts from new
and existing joint ventures on other projects.
I look forward to the Company reporting further progress in 2026.
Sincerely,
Patrick Cheetham
Non-Executive Chairman
16 February 2026
Strategic Report
Organisation Overview
Tertiary Minerals plc (ticker symbol 'TYM') is an AIM-traded mineral
exploration and development company exploring a portfolio of projects in
Zambia and Nevada, USA, with legacy interests in northern Europe.
Our purpose and strategic focus is to explore and develop, in an efficient and
safe way, energy transition and precious metal projects in stable and
democratic, mining-friendly jurisdictions, with an aim to increase shareholder
value through the discovery and development of economic mineral deposits while
optimising opportunity and minimising risk for the benefit of all
stakeholders.
The Company's current principal activities are the identification and
acquisition of prospective projects and their exploration and development. The
Company currently has a portfolio of highly prospective copper, gold and
silver projects in Zambia and in Nevada.
The Parent Company of the Group is Tertiary Minerals plc. The Group's projects
in Nevada are held through a Nevada registered subsidiary, Tertiary Minerals
US Inc. and in Sweden though a Swedish branch of UK registered subsidiary
Tertiary Gold Limited. In Zambia, the Group has two Zambian registered
companies, 96% owned Tertiary Minerals (Zambia) Limited and its 90% owned
subsidiary company, Copernicus Minerals Limited. A further subsidiary, UK
registered Tertiary (Middle East) Limited, is inactive. The head office for
all Group companies is based in Macclesfield in the United Kingdom.
Company's Business Model
For exploration projects, the Group prefers to acquire majority or 100%
ownership of mineral assets at minimal cost. This typically involves either
applying for exploration licences from the relevant authority or negotiating
rights with existing project owners for initially low periodic payments and/or
expenditure commitments that rise over time as confidence in the project value
increases.
The Group aims to maximise the funds spent on exploration and development, our
core value adding activities. The Company currently has four employees,
including the Managing Director, who work with and oversee carefully selected
and experienced consultants and contractors. The Board of Directors comprises
two independent Non-Executive Directors, the Non-Executive Chairman and the
Managing Director.
Administration costs are shared through a Management Services Agreement with
Sunrise Resources plc ("Sunrise"), whereby Sunrise pays a share of the cost of
Tertiary's head office overheads and staff costs. As at 30 September 2025,
Tertiary holds 0.28% of the issued ordinary share capital of Sunrise.
The Company's activities are financed by periodic capital raisings, through
share placings or share related financial instruments. When projects become
more advanced, or as acquisition opportunities advance, the Board will seek to
secure additional funding from a range of various sources, for example debt
funding, pre-financing through off-take agreements and joint venture
partnerships.
Financial Review and Performance
The Group's assets are all in the earlier stages of the typical
exploration-mining development cycle and so the Group has no income other than
cost recovery from the Management Services Agreement with Sunrise Resources
plc ("Sunrise"), payments from joint project arrangements and a small amount
of bank interest. Consequently, the Group is not expected to report profits
until it is able to profitably develop, dispose of, or otherwise commercialise
its exploration and development projects.
The Group reports a loss of £583,916 for the year (2024: £550,934). This
includes administration costs of £767,192 (2024: £670,118) and expensed
pre-licence and reconnaissance exploration costs of £17,548 (2024: £43,691).
Administration costs include a charge of £5,832 (2024: £28,351) relating to
share warrants held by employees and third parties as required by IFRS 2.
Revenue included £177,619 (2024: £147,718) for the provision of management,
administration and office services provided to Sunrise, to the benefit of both
companies through efficient utilisation of services. The Group also received
income of £22,950 from project arrangements.
The financial statements show that, as at 30 September 2025, the Group had net
current assets of £16,433 (2024: £725,482). This represents the cash
position after allowing for receivables and trade and other payables. 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 this year's and
previous years' accrued expenditure on mineral projects where that expenditure
meets the criteria set out in Note 1(d) (accounting policies) to the financial
statements.
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 add to the Company's loss. The loss reported in any year can also include
expenditure that was carried forward in previous reporting periods as an
intangible asset but which the Board determines is "impaired" in the reporting
period.
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.
The intangible asset value of a project does not equate to 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. Hence the Company's
market capitalisation on AIM can be in excess of or less than the net asset
value of the Group.
Details of intangible assets, property, plant and equipment and investments
are set out in Notes 8, 9, 10 and 22 of the financial statements.
The financial statements of a mineral exploration company can provide a moment
in time snapshot of the financial health of a company, but the Company's
financial statements do not provide a reliable guide to the performance of the
Company or its Board and its long-term potential to create value.
Key Performance Indicators
The usual financial key performance indicators ("KPIs") relating to financial
performance are neither applicable nor appropriate to measure the value
creation of a company involved in mineral exploration and which currently has
no turnover other than cost recovery and non-repeating project income. 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 set
out in the Strategic Report.
The Company seeks to reduce overhead costs, where practicable, and monitors
overhead costs as a function of total expenditure (overhead to exploration
expenditure ratio). The Company is reporting higher administration costs this
financial year of £767,192 (2024: £670,118) in part due to recruitment
costs, increases in staff costs and the inclusion of share-based payments
associated with the issue of share warrants during the year.
Fundraising
During the year to 30 September 2025, the Company raised a total of £375,000
before expenses.
These funds were raised through one share placing on 6 June 2025, to clients
of the Company's joint brokers, SP Angel Corporate Finance LLP and Peterhouse
Capital Limited, as detailed in Note 14 of the financial statements, and
through a Directors' subscription on 1 July 2025.
After the reporting date, the Company completed a placing in October 2025 and
entered into a convertible loan arrangement in November 2025. Further
information is disclosed in Note 21 to the financial statements.
The directors prepare annual budgets and cash flow projections that extend
beyond 12 months from the date of approval of this report. Given the Group's
cash position at the year-end (£70,797), these projections include the
proceeds of future fundraising which will be required within the next 12
months to meet overheads and planned discretionary project expenditure.
Fundraisings in the future will be required, based on projections for the
Group and Company, to meet their liabilities as they fall due and continue to
operate on a going concern basis.
Impairment
A review is carried out twice each year by the directors to assess whether
there are any indications of impairment of the Group's assets.
Group
The judgements in respect of each project have led the Board to conclude that
no additional projects were impaired in the reporting period, but projects
impaired in previous years, continued to be impaired.
Company
Investments in share capital of subsidiary undertakings
The directors have reviewed the carrying value of the Company's investments in
shares of subsidiary undertakings totalling £225,347, by reference to
estimated recoverable amounts. In turn, this requires an assessment of the
recoverability of underlying exploration assets in those subsidiaries in
accordance with IFRS 6.
Loans to Group undertakings
Amounts owed by subsidiary undertakings are unsecured and repayable in cash.
Loan interest is charged to US and Zambian subsidiaries on intercompany loans
with the Parent Company.
A review of the recoverability of loans to subsidiary undertakings has been
carried out. A review of the recoverability of loans to subsidiaries was also
performed and concluded that no additional credit losses were required to be
recognised for the current financial year. However, in accordance with IAS 8,
a prior period correction was identified and the related balances concerning
subsidiary undertakings have been restated, this is disclosed in Note 22.
A prior period correction was required in respect of the capital contributions
balance recognised on the Company's balance sheet as part of the net
investment in subsidiaries. The correction has been accounted for in
accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates
and Errors, and is disclosed in full in Note 22.
Tertiary Minerals (Zambia) Limited
Tertiary Minerals (Zambia) Limited is a 96% owned subsidiary which is fully
financed by the Parent Company via intercompany loans and capital
contributions. A recoverability review has raised no potential credit losses
arising in the year.
Copernicus Minerals Limited
Copernicus Minerals Limited is a 90% owned subsidiary of Tertiary Minerals
(Zambia) Limited which is fully financed by the Group Parent Company via
capital contributions.
Operating Review
Tertiary Minerals plc (the "Company") is exploring for copper and precious
metals in Zambia and Nevada, USA, and has a legacy interest for the industrial
mineral fluorspar in Sweden.
The Company has been operating in Zambia since 2021 through a 96% owned
subsidiary, Tertiary Minerals (Zambia) Limited ("TMZ") and through Copernicus
Minerals Limited ("Copernicus"), a 90% TMZ owned joint venture entity which
was formed in 2024 with our Zambian partner Mwashia Resources Limited
("Mwashia") holding a 10% carried interest.
In Nevada, USA, the Company operates through its long established 100% owned
subsidiary Tertiary Minerals (US) Inc., whilst in Sweden its interest is held
through a Swedish branch of its wholly owned UK subsidiary, Tertiary Gold
Limited.
Zambia
In Zambia, the Jacks Copper Project, the Mukai Copper Project and the Mushima
North Copper-Silver-Zinc Project are held in Copernicus, while the Company
holds a 90% entitlement, via TMZ, in the Konkola West Copper Project which is
held currently by Mwashia. The Mupala Copper Project is held 100% by TMZ.
In 2025, the Company's main exploration focus was Target A1 on the Mushima
North Copper-Silver-Zinc Project. The Company undertook additional drilling
(Phase 2 and 3) following very encouraging results from the Phase 1 drilling
in late 2024. A total of 1,597m of drilling was completed this year and the
Company would have drilled additional metres had earlier than expected and
heavy rains not postponed further drilling. The Company expects to be able to
report a JORC-compliant Exploration Target for Target A1 in late Q1 2026.
Our joint venture partners continued to advance exploration on both the Mukai
and Konkola West Projects. First Quantum Minerals Limited ("FQM") completed
three diamond drill holes for a total of 552m in late 2024 at the Mukai
Project, prior to the onset of the rainy season with results being returned in
early 2025. While KoBold Metals Limited ("KoBold") continued diamond drilling
at the Konkola West Project where, as of 30 October 2025, they had completed
two deep, diamond drill holes for a total of 4,153m and fulfilled the Stage 1
Earn-In requirements.
Mushima North Copper-Silver-Zinc Project
Exploration Licence 27068-HQ-LEL, which forms the Mushima North
Copper-silver-zinc Project, covers 350.3km² and was successfully renewed for
an additional 3 years in November 2024.
The Licence is located 45km southeast of Mufumbwe in the North-Western
Province of Zambia and is underlain by rocks most likely of the Nguba and
Kundelungu Groups (which overlie the Roan Group) and intruded by granites.
Historically, the region has been considered prospective for copper and gold
in so called "Iron-Oxide-Copper-Gold" ("IOCG") deposits, best exemplified by
the giant Olympic Dam copper-gold-uranium deposit in South Australia. However,
sedimentary-hosted copper (+ other metals) mineralisation, as identified in a
similar geological setting on the Democratic Republic of Congo side of the
Copperbelt, is also a prospective target.
The past producing nearby Kalengwa Copper-Silver Mine is located approximately
20km west of the Licence and is believed to be one of the highest grade copper
deposits ever mined in Zambia, with high-grade ore in excess of 26% copper
mined in the 1970s. The mine is currently under redevelopment by Moxico
Resources plc.
The Mushima North Licence is subject to a Data Sharing and Technical
Cooperation Agreement with FQM.
Recent Exploration
Following initial drilling at Target A1 and Target C1 (for a total of 1,486m)
in October 2024, low-grade copper and zinc mineralisation was observed at
Target A1 (e.g. 57m at 0.20% Cu from 14m downhole, hole 24TMNAC-004). Silver
mineralisation was intersected in the north of the target area. Including:
· 66m at 26 g/t Ag, 0.13% Cu and 0.26% Zn (41 g/t Ag equivalent or
0.53% copper equivalent) from 8m downhole (hole 24TMNAC-06P). Including:
o 20m at 40 g/t Ag, 0.21% Cu and 0.40% Zn from 23 m downhole.
· 65m at 23 g/t Ag, 0.14% Cu, 0.27% Zn (40 g/t Ag equivalent or
0.51% copper equivalent) from 9m downhole (hole 24TMNAC-005). Including:
o 17m at 46 g/t Ag, 0.18% Cu and 0.31% Zn from 57m downhole.
Follow-up drilling (Phase 2) was undertaken in July-August 2025. This drilling
(total of 1,116m) targeted the silver and zinc-in soil portion of the larger
copper-in soil anomaly. The silver mineralisation, so far, is confirmed over
an extent of approximately 450m northwest-southeast and by 400m
northeast-southwest and to a depth from near surface to 84m, but remains open
both to the north/northwest, south/southeast and at depth. Drilling intercepts
from Phase 2 included:
· 58m at 49 g/t Ag, 0.26% Cu and 0.16% Zn (72 g/t Ag equivalent or
0.94% copper equivalent) from 8m downhole (hole 25TMNAC-038). Including:
o 20m at 86 g/t Ag, 0.44% Cu and 0.24% Zn from 46m downhole.
o 9m at 124 g/t Ag, 0.73% Cu and 0.25% Zn (185 g/t Ag equivalent or 2.40%
copper equivalent) from 57m downhole. The hole ended in mineralisation.
· 73m at 32 g/t Ag, 0.16% Cu and 0.24% Zn (49 g/t Ag equivalent or
0.64% copper equivalent) from 11m downhole (hole 25TMNAC-025). Including:
o 21m at 66 g/t Ag, 0.21% Cu and 0.30% Zn from 50m downhole.
Initial mineralogical studies on limited samples from Phase 2 drilling
indicates that the mineralisation at Target A1 is associated with a massive,
haematitic and carbonaceous volcanoclastic tuff and silty-sandy conglomerates.
Copper mineralisation observed to date is predominantly in the form of
secondary copper minerals malachite, chrysocolla and cuprite. Native copper,
chalcocite and chalcopyrite are also observed. Silver mineralisation is so far
only observed as native silver and zinc mineralisation is observed as
sphalerite. Elevated bismuth (up to 991 g/t), and the critical metals antimony
(up to 0.21%) and gallium (up to 40 g/t) are also associated with the
mineralisation in places. Further mineralogical studies are in progress.
· Phase 3 drilling was commenced in October 2025, but the onset of
heavy rains earlier than expected resulted in this programme being suspended
after the completion of only 4 holes (total of 481m). Drilling intercepts
from Phase 3 included:97m at 55 g/t Ag, 0.42% Cu and 0.19% Zn (91 g/t Ag
equivalent or 1.18% Cu equivalent) from 6m downhole (hole 25TMNRC-043).
Including:
o 42m at 78 g/t Ag, 0.69% Cu and 0.24% Zn from 55m downhole, and
o 27m at 93 g/t Ag, 0.90% Cu and 0.25% Zn from 70m downhole, and
o 13m at 77 g/t Ag, 1.43% Cu and 0.23% Zn (192 g/t Ag equivalent or 2.49% Cu
equivalent) from 84m downhole.
· 11m at 18 g/t Ag, 0.18% Cu and 0.19% Zn (36 g/t Ag equivalent or
0.47% Cu equivalent) from 20m downhole (hole 25TMNRC-044).
· 7m at 11 g/t Ag, 0.19% Cu and 0.32% Zn (32 g/t Ag equivalent or
0.41% Cu equivalent) from 35m downhole (hole 25TMNRC-044).
This included our best copper intersect to date, with 13m grading 1.43% Cu
(2.49% Cu equivalent) from 84m (hole 25TMNRC-044).
Mineralogical work undertaken so far, indicates mineralisation occurs
predominantly as copper oxide (cuprite: Cu2O) and trave native copper and
silver as silver sulphide (argentite-acanthite: Ag₂S) and trace native
silver. Both copper and silver mineralisation occur within the vugs or later
infilling of fractures and associated with other sulphide mineralisation:
pyrite (FeS) along with trace amounts of chalcopyrite (CuFeS2), chalcocite
(Cu2S), sphalerite ((Zn,Fe)S) and pyrrhotite (Fe(1-x)S).
Selected silver intersections from Phase 1 and 2 drilling from Target A1 are
shown in the table below. Equivalent grades ("Eq") are for illustrative
purposes only.
Hole ID Interval Ag Cu Zn From To CuEq AgEq "gramme Comment
(m) (g/t) (%) (%) (m) (m) (%) (g/t) metres"
(Ag)
24TMNAC-003 13 11 0.08 0.08 16 29 0.24 19 143 Hole ended in mineralisation
(EOH = 69m)
36 17 0.09 0.27 33 69 0.38 30 607
Including: 7 24 0.09 0.39 62 69 0.50 39 165
24TMNAC-004 57 25 0.20 0.16 14 71 0.57 44 1429 Hole ended in mineralisation
(EOH = 71m)
Including: 26 36 0.20 0.20 45 71 0.71 55 932
24TMNAC-005 65 23 0.14 0.27 9 74 0.51 40 1499 Hole ended in mineralisation
(EOH = 74m)
Including: 17 46 0.18 0.31 57 74 0.86 66 777
5 73 0.16 0.31 69 74 1.20 92 367
24TMNAC-006P 66 26 0.13 0.25 13 79 0.53 41 1689 Hole ended in mineralisation
(EOH = 79m)
Including: 20 39 0.21 0.38 23 43 0.82 63 781
27 26 0.10 0.19 52 79 0.48 37 692
10 38 0.12 0.17 69 79 0.66 51 380
24TMNAC-008P 37 24 0.11 0.34 46 83 0.52 40 904 Hole ended in mineralisation
(EOH = 83m)
Including: 10 51 0.17 0.30 64 74 0.91 70 510
24TMNAC-015 63 14 0.15 0.11 7 70 0.35 27 865 Hole ended in mineralisation (EOH = 70m)
24TMNAC-023 44 16 0.07 0.01 11 55 0.29 22 715 EOH = 112m
25TMNAC-025 73 32 0.16 0.24 11 84 0.64 49 2336 EOH = 90m
Including: 21 66 0.21 0.3 50 71 1.15 89 1386
11 94 0.28 0.34 60 71 1.59 123 1034
25TMNAC-026 27 35 0.08 0.42 48 75 0.65 50 945 Hole ended in mineralisation (EOH = 75m)
Including: 10 49 0.07 0.48 62 72 0.84 65 490
25TMNAC-027 64 26 0.13 0.21 2 66 0.52 40 1664 Hole ended in mineralisation (EOH = 66m)
Including: 20 36 0.13 0.27 46 66 0.67 52 720
25TMNAC-028 44 39 0.17 0.37 8 52 0.78 60 1716 Hole ended in mineralisation
(EOH = 72m)
Including: 15 63 0.13 0.56 33 51 1.10 85 945
4 48 0.21 1.32 68 72 1.19 92 192
16 19 0.13 1.59 56 72 0.81 63 304
25TMNAC-029 11 14 0.18 0.17 85 96 0.41 31 154
25TMNAC-038 58 49 0.27 0.16 8 66 0.95 73 2842 Hole ended in mineralisation
(EOH = 66m)
Including: 20 86 0.44 0.25 46 66 1.62 125 1720
17 92 0.48 0.24 49 66 1.74 134 1564
9 124 0.73 0.25 57 66 2.41 186 1116
25TMNAC-039 6 13 0.07 0.02 6 12 0.24 19 78
25TMNAC-042 3 15 0.11 0.05 48 51 0.3 25 45 EOH = 112m
25TMNAC-043 97 56 0.43 0.19 6 103 1.21 93 5432 EOH = 112m
Including: 42 81 0.70 0.24 55 97 1.82 140 3402
27 98 0.91 0.25 70 97 2.25 173 2646
13 77 1.46 0.23 84 97 2.52 194 999
25TMNAC-044 5 12 0.14 0.24 10 15 0.36 28 60 EOH = 112m
11 118 0.18 0.20 20 31 0.47 36 201
7 11 0.19 0.32 35 42 0.41 32 74
17 14 0.25 0.41 51 68 0.54 42 238
Notes to Table:
· Reported intersections (downhole, true widths unknown) are based
on a cut-off grade of 10 g/t Ag. Intervals start and end with ≥10 g/t Ag and
up to 3m consecutive internal dilution has been allowed. All grades are
averages weighted by sample length.
· Silver values are rounded to whole numbers.
· EOH means End of Hole.
· CuEq (%) and AgEq (g/t) are the copper and silver equivalent
grades, respectively, and were calculated assuming commodity prices of Cu:
US$4.5 lb, Ag: US$40 oz, Zn: US$1.2 lb and 100% recovery. No information on
beneficiation recoveries is available at this stage. The metal equivalent
values are for illustrative purposes only.
· Gramme metres for silver are the silver values (g/t) multiplied
by the intervals (m).
Konkola West Copper Project
Exploration Licence 27067-HQ-LEL, which forms the Konkola West Project, covers
35.7km² and was successfully renewed in November 2024 for an additional 3
years to Mwashia, and is subject to an Earn-in Agreement ("EIA") between the
TMZ, Mwashia and KoBold.
The Licence is located 18km northwest of Chingola in the Copperbelt Province.
The prospective Lower Roan Subgroup rocks are projected to be deeply buried in
the Licence area but key fault structures, such as the Luansobe Fault
extension and the Cross Axis Fault Zone, may cross into Konkola West and may
bring the Lower Roan Subgroup closer to the surface. These fault structures
are often associated with an increased grade of copper mineralisation in the
area.
The Licence lies immediately south-southwest of a 15km line of copper
orebodies being exploited at the Konkola-Lubambe-Musoshi mines (combined,
pre-mining endowment of in excess of 375 million tonnes at 2-03% copper), part
of the World-class Central African Copperbelt. The Licence is only 3km and 5km
southwest of the Konkola Deeps Mine and Mingomba deposit, respectively. The
Mingomba deposit is also the focus of a deep drilling programme by KoBold and
is reported to be one of the world's largest currently undeveloped copper
deposits. The region is undergoing significant mining investment at present,
including investment of approximately US$1 billion by Vendanta to redevelop
the Konkola Copper Mines situated approximately 5km east of the Licence.
In late 2023, the Company and its local partner, Mwashia, signed the EIA with
a subsidiary of KoBold, with the objective of conducting deep drilling to
explore for projected extensions of the high-grade copper ore-shale, which is
exploited on adjacent mining leases at the Konkola, Lubambe, and Musoshi
mines. KoBold, through its subsidiary, can earn up to 70% of the licence by
spending an accumulative amount of up to US$6 million on exploration over a
48-month period.
On 30 October 2025, it was announced that KoBold had satisfied the Stage 1
Earn-In requirements with the completion of two drill holes for a combined
total of 4,153m of drilling and were electing to advance to Stage 2. This
stage requires the formation of a joint venture company ("JVC") to hold the
Licence with the initial JVC ownership being KoBold 51%, TMZ 39% and Mwashia
10%. Mwashia's equity interest will be free carried by KoBold and can be
purchased by KoBold at any time for US$3.5 million. KoBold may elect to
increase its ownership in the JVC to 70% in Stage 2 of the EIA by sole funding
a cumulative expenditure of US$6 million on exploration within 4 years of
signing the agreement, after which TMZ will hold a 20% interest, and Mwashia
will continue to hold a 10% carried interest in the JVC.
TMZ may elect to contribute to the further costs of the JVC pro-rata with its
shareholding or dilute its interest in line with the customary joint venture
dilution formula. Should TMZ dilute down to a 10% shareholding in the JVC then
TMZ's 10% interest will convert to a 1% NSR, payable for a 13-year period
following the start of commercial production.
Licence 38615-HQ-LEL, located directly to the south of 27067-HQ-LEL and held
by KoBold's subsidiary, Zambold, will also be transferred into the JVC.
Exploration Update
KoBold commenced its deep diamond drilling programme at Konkola West in April
2024.
The first hole (KWDD001) was collared in the northeast of the licence area and
targeted down-dip extensions of mineralisation to the southwest of Mingomba
and Konkola Deeps. The drillhole was drilled to a depth of 2,711m but was
terminated in March 2025 due to technical difficulties prior to reaching the
targeting mineralised horizon. It is believed to be the deepest mineral
exploration borehole in Zambia.
The second hole (KWDD002) was collared on the eastern side of the Licence in
March 2025 and is targeting down-dip extension of mineralisation southeast of
the Konkola Mine. The drillhole was drilled to a depth of 1,802m but was also
terminated in October 2025 due to technical difficulties.
Overall, drilling has proved to be slow due to the technical challenges of
drilling in the Copperbelt and at such depths. However, drilling can continue
all year round on the Licence if required. Following the completion of the
data review from these two holes and the formation of the JVC, additional
drilling is expected to be undertaken in early 2026.
Mukai Copper Project
Exploration Licence 27066-HQ-LEL, which forms the Mukai Copper Project, covers
27.7km² and was successfully renewed in November 2024 for an additional 3
years.
The Licence is located 125km west of Solwezi in the North-Western Province of
Zambia. Geologically located in the Domes Region of the Central African
Copperbelt, the Licence encompasses prospective Lower Roan Subgroup rocks on
the southern flank of the Kabompo Dome and is directly adjacent to FQM's
Trident Project. The Trident Project includes the recently opened Enterprise
Nickel Mine and the Sentinel Copper Mine (811 million tonnes ("Mt") grading
0.5% copper), which are located 8km south and 18km southeast of the Licence,
respectively. Once in full production, Enterprise will be the largest nickel
mine in Africa with a total Measured and Indicated Resource of 37.5 Mt of ore
containing 386,250 tonnes of nickel. The Sentinel Copper Mine has the capacity
to process 60 Mt of ore per annum; 2023 production totalled 214,000 tonnes of
copper with a value of US$1.93 billion.
In mid-2024, the Company signed a Binding Letter of Agreement ("BLA") with
FQM, which grants FQM the right to earn an 80% interest in the Mukai Project
via the demonstration of a Mineral Resource Estimate of at least 80,000 tonnes
of contained copper metal and the completion of a Mining Study and Notice of
Intent to Mine within a 72 month period. This also includes milestone cash
payments of up to US$1 million.
The BLA is currently in Phase 1, the due diligence period, where FQM are
required to spend a minimum of US$1.5 million over a 24-month period
commencing August 2024 and have so far made cash payments to Copernicus of
US$50,000.
Exploration Update
FQM completed a three-hole diamond drill programme for a total of 554m in
November 2024 prior to the commencement of the rainy season. Near surface
anomalous (>500ppm) copper mineralisation was intersected in two of the
holes, including:
· 0.12% Cu over 3.8m from 1.6m downhole (TARDD0023).
· 0.17% Cu over 2m from 4m downhole (TARDD0024).
Broad, near-surface intervals of anomalous (>500 ppm) nickel mineralisation
were also intersected (e.g. 558 ppm Ni over 63.1m from 10m downhole). No
additional exploration was undertaken during 2025, but further exploration is
planned in the 2026 exploration season.
Jacks Copper Project
Exploration Licence 27069-HQ-LEL, which forms the Jacks Copper Project, covers
70.6km² and was successfully renewed for an additional 3 years in November
2024.
The Licence is located 85km south of Luanshya in the Central Province of
Zambia and contains the Jacks copper prospect discovered in the 1960s. Copper
mineralisation at Jacks occurs predominantly within the southern limb of a
large asymmetric synclinal fold structure. Historical drilling suggests that
copper occurs in two separate mineralised horizons, which may be discrete
mineralised zones but could alternatively be one refolded horizon. Lower grade
mineralisation has been intercepted near surface and higher grade
mineralisation at depth. Historic drilling intersects, include:
· 13m at 0.72% Cu from 18m downhole (hole KJ13).
· 14m at 1.04% Cu from 113m downhole (hole KJ14).
· 23.95m at 1.25% Cu from 222.05m downhole hole (hole KJD10).
· 8m at 1.45% Cu from 321m downhole (hole KJD7).
Phase 1 drilling undertaken by the Company in 2022 confirmed the historic
drilling with a total of four holes for a combined 746m. Drilling
intersections including:
· 13.5m at 0.9% Cu from 105m (hole 22JKDD001).
· 6m at 1.8% Cu from 105m (hole 22JKDD003).
· 14m at 0.8% Cu from 27m (hole 22JKDD004).
Copper mineralisation has now been drilled over a 350m strike length and
depths up to 230m below surface. This mineralised zone is open along strike
and may be thickening closer to the fold nose, as evidenced by historical
drill hole KJD10 which intersected 24.0m grading 1.3% copper.
No additional exploration was undertaken during 2025, but further exploration
is planned in the 2026 exploration season.
Mupala Copper Project
Exploration Licence 32139-HQ-LEL forms the Mupala Copper Project which covers
41.2km(2) in the Domes Region in the Northwestern Province of Zambia. It is
100% owned by TMZ and the Licence was issued for an initial four-year period
on 13 June 2023.
The Licence, which is underlain by the prospective Lower Roan Subgroup
stratigraphy, is located approximately 15km to the east of the Company's Mukai
Copper Project and FQM's Trident Project. It is also directly adjacent to Arc
Minerals plc's licence block.
First pass soil sampling by the Company delineated a copper-in-soil anomaly
approximately 1,800m long and 600m wide with a peak value of 422ppm, and is
broadly coincident with a surface geochemical anomaly defined by Mwinilunga
Mines in the 1960s. No additional exploration was undertaken during 2025, but
further exploration is planned in the 2026 exploration season.
Nevada, USA
In 2025, limited exploration work was undertaken on the Nevada projects as the
focus was primarily on Zambia and in particular the recent copper-silver
discovery at Mushima North. Following the maiden drill programme at Brunton
Pass, the results were received in early 2025. Further follow-up work is
planned at Brunton Pass, as well as the other Nevada Projects in 2026.
Brunton Pass Copper-Gold Project
The Company holds a 100% interest in 24 mining claims on the east side of the
Paradise Range, just north of State Highway 91, 190km southwest of Reno,
Nevada.
Regionally, the Brunton Pass Copper-Gold Project sits on the north-east side
of a large granite batholith around which there are a number of epithermal
gold and porphyry copper-gold deposits. This includes the high sulphidation
Paradise Peak gold deposit, located 25km southwest of Brunton Pass, which
produced over 1.6 million ounces of gold and over 44 million ounces of silver
and at least 457 short tons of mercury.
The Project area is underlain by Triassic-age limestone, sandstone, and
siltstone which have been intruded by diorite and quartz monzonite. These
sedimentary rocks are strongly altered locally and appear as a window in fault
contact with overlying Tertiary-aged volcanic rocks bounding on all sides.
Historical exploration yielded rock chip samples with grades of up to 6.91%
copper. Soil sampling by the Company identified a series of copper- and
mercury-in soil anomalies, the largest of which extended for some 340m by
310m. Six trenches were excavated by the Company for a total of 386.2m in July
2022 over the zones of anomalous copper, arsenic and mercury and results
include:
· 2.7m at 2.65 g/t gold (Trench 2).
· 27.4m at 0.1% copper (Trench 7) within a 45.7m wide
intersection grading 814ppm copper.
· 77.7m at 473ppm copper for the full length of the trench (Trench
8).
An Induced Polarisation ("IP") and resistivity survey (3 x 500m lines spaced
200m apart) identified a substantial chargeability anomaly spatially
associated with a geochemical anomaly and trenches 2 and 11. The chargeability
anomaly is at least 700m long and up to 460m wide and commences some 200m
below surface.
Recent Exploration
In November-December 2024, the Company completed four Reverse Circulation
drill holes (total of 890m) to test the coincident geochemical and geophysical
anomalies. Wide intervals of elevated copper, arsenic and mercury were
intersected, including:
· 134.11m at 199ppm copper from 19.81m downhole (hole 24BPRC002).
· 103.64m at 142ppm copper, 488ppm arsenic and 3.5ppm mercury from
9.14m downhole (hole 24BPRC004).
No additional exploration was undertaken during 2025, but further exploration
is planned in the 2026 exploration season.
Paymaster Polymetallic Project
This project is 100% held by the Company and is located approximately 30km
southwest of Tonopah in Nevada. Exploration undertaken by the Company has
mapped out surface mineralisation outcropping intermittently over 1.7km of
strike (Valley Prospect) and grab sampling across the project returned values
of up to 21% zinc, 6.5% lead, 3.3% copper and 253g/t silver. Elevated values
of up to 0.11% cobalt, 58ppm tellurium and 782ppm bismuth are also recorded.
Soil sampling has also identified anomalous copper-, zinc-, lead- and silver
in-soil anomalies. High resolution, drone photogrammetric and magnetic survey
has also supported the defining of follow-up targets.
No additional exploration was undertaken during 2025, but further exploration
is planned in the 2026 exploration season.
Mount Tobin Silver-Gold Project
This project is 100% held by the Company and is located approximately 73km
south of Winnemucca, Nevada.
Mineralisation in the project area was first highlight in the 1980s where
anomalous silver-lead-zinc mineralisation is associated with a stratiform,
silicified mineralised package.
Exploration undertaken by the Company includes preliminary grab sampling from
earlier prospector pits and returned values of up to 101 g/t silver. Soil
sampling identified silver-, gold-, mercury-, antimony- and lead-in-soil
anomalies. The geochemical anomalies are supported by high resolution, drone
photogrammetric and magnetic surveys.
No additional exploration was undertaken during 2025, but further exploration
is planned in the 2026 exploration season.
Other Projects
Storuman Fluorspar Project, Sweden
The Company's 100% owned Storuman Project is located in north-central Sweden,
and has port access both in Sweden, via rail to Umeå on the Gulf of Bothnia,
and Norway, by road (E12 highway) to Mo-i-Rana in Norway.
The Storuman Fluorspar Project has a JORC Compliant Mineral Resource
(Inferred: 25.0 Mt at 10.26% CaF(2) and indicated: 2.7 Mt at 9.87% CaF(2)). A
Scoping Study (2010) estimated a Net Present Value (NPV, 8% discount rate) of
US$33 million and a payback within 3 years.
The Company was granted a 25-year Exploitation (Mine) Permit on 18 February
2016. However, as a consequence of the Supreme Court's decision to overturn
the grant of a third-party mining company's Mine Permit in the south of
Sweden, the Government returned many Mine Permit cases, including the Storuman
Mine Permit case, back to the Swedish Mining Inspectorate for re-assessment in
December 2016. The re-assessment meant the Mining Inspectorate must consider
the impact of mining on the area surrounding mining permit.
Following the submission of additional, comprehensive reports requested by the
Swedish Mining Inspectorate, the revised application was rejected in early
2019 due to an interpretation over the tailings area not being considered as
part of the overall mining area (deposit and processing infrastructure). In
August 2023, the Government ruled that the Swedish Mining Inspectorate was
wrong in their consideration and annulled their decision and instructed the
Mining Inspectorate to make a decision based on a balanced consideration of
the competing National Interests, those being the project development as a
whole and reindeer husbandry.
In September 2024, the Swedish Mining Inspectorate again refused the Company's
application for a mining concession and the Company lodged a further appeal on
the Mining Inspectorate's decision in March 2025. The appeal highlights the
potential for co-existence of the project with Sami reindeer herding
interests, the position of fluorspar as a critical mineral in the energy
transition and precedents set by more recent Government decisions. A decision
on the appeal is not expected before at least the end of March 2026.
Lassedalen Fluorspar Project, Norway
Although the Company no longer holds mineral rights at the Lassedalen Project,
the Company has an agreement with a third-party which it previously sold
copies of its data to, where the Company is entitled to additional cash
payments should that third-party acquire mineral rights at the project in
future.
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 Incidents (LTIs) 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 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 latest review was undertaken in November
2025.
The Company is 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 In respect of new licence and permit applications, the Group aims to satisfy
the grant of appropriate licences, concessions, leases, permits and regulatory fully all application requirements.
consents which may be withdrawn or made subject to limitations or performance
criteria. Whilst the Group continually seeks to do everything within its
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 The Group manages its existing licences and permits and their renewal to
own benefit. ensure full compliance and regular reports on their status are made to the
Executive directors and the Board as a whole.
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 The Group monitors and complies with all known standards, existing laws and
extension taking effect prior to the expiry of the previous licence period, regulations that relate to its exploration activities and development.
and there can be no assurance of the terms of any extension, renewal or grant.
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 Price 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 in the short, projects throughout the development cycle.
medium and long term.
.
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 & Regulatory 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, changes to the relevant country's political and social
conditions and changes in governmental policies which may lead to civil The Company has adopted a Bribery & Anti-Corruption Policy and Code of
unrest, changes in laws and regulations relating to mining and even Conduct and these are strictly enforced.
governmental expropriation of assets.
When working in less developed countries the Company undertakes a higher level
The Group's activities and results may be impacted by changes in the political of due diligence with respect to partners and suppliers and closely monitors
and social conditions in its changes in Governmental policies and changes in relevant laws and regulations.
chosen locations and by changes in governmental policies with respect to
mining laws and regulations, currency conversion and remittances abroad, and
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 and Kwacha to Pound review and changing priorities.
Sterling 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 management team and its small team of
employees. It is also dependent upon its various technical consultants.
Whilst it has entered into contractual agreements with the aim of securing the The development and success of the Group depends on its ability to recruit,
services of these personnel, the retention of their services cannot be incentivise and retain high quality and experienced management and staff and
guaranteed. to continue to retain and work with its technical consultants all of whom are
employed/retained through contractual agreements.
The development and success of the Group depends on its ability to recruit and
retain high quality and experienced management and staff. 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 and Risk Committee, it was reported to N/A
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 19 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:
· Consider the likely consequences of any decision in the long term;
· Act fairly between the members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interests of the Company's employees;
· Foster the Company's relationships with suppliers, customers and
others; and
· Consider the impact of the Company's operations on the community and
the environment.
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. The Board's approach to general strategy and long-term
risk management are set out in the Corporate Governance Statement (Principle
1) and the section on Risks and Uncertainties.
The interests of the Company's employees:
All of the Company's employees have daily access to the executive director(s)
and to the non-executive directors and there is a continuous and transparent
dialogue on all employment matters. Further details on the Board's employment
policies, the 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. The executive director(s) and/or local
partners meet with regulators and community representatives when promulgating
the Company's plans for exploration and development and take their comments
into consideration wherever possible. Further discussion of these activities
can be found in the Environmental, Social and Governance ("ESG") Policy 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 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 Health and Safety Policy, the ESG Policy, the Social Media
Policy and the Bribery & Anti-Corruption Policy and the Company's Code of
Conduct.
The need to act fairly between 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 directors devote time to answering genuine shareholder
queries and ensure that 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:
Richard Belcher
Managing Director
16 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 the 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 the Company and of the profit or loss of the Group for that
period. The directors are also required to prepare 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.
The maintenance and integrity of the Tertiary Minerals 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.
Going Concern
In common with many exploration companies, the Company raises finance for its
exploration and appraisal activities through share placings. 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 (£70,797), these projections include the estimated proceeds
of future fundraising deemed necessary within the next 12 months to meet the
Company's and the Group's overheads and planned discretionary project
expenditures and to maintain the Company and the Group as going concerns.
Since the year-end, the Company has successfully raised an additional
£550,000. 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. Therefore, the directors believe
that the going concern basis is appropriate for the preparation of the
financial statements.
Dividend
The directors do not recommend the payment of a dividend.
Financial Instruments and Other 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
is given in Note 19 to the financial statements.
The business of mineral exploration and development has inherent risks.
Details of risks and uncertainties that affect the Group's business are given
in Risks and Uncertainties.
Directors
The directors holding office during the year were:
Mr P L Cheetham
Dr R W Belcher, appointed 7 March 2025
Mr D A R McAlister
Dr M G Armitage
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 Meetings Nomination Committee Audit & Risk Committee Remuneration
Committee
Director Attended Held Attended Held Attended Held Attended Held
P L Cheetham 13 13 2 2 3 3 4 5
Dr R W Belcher* 6 1 2 3
D A R McAlister 13 2 3 5
Dr M Armitage 13 2 3 5
* Appointed 7 March 2025 and so only eligible to attend 6 Board and 6
Committee meetings during the reporting period.
As at 30 September 2025, the directors had a combined shareholding of 4.08% of
the issued capital of the Company, and details of the directors' shareholdings
are shown in Note 17 to the financial statements.
Events After the Year-End
The Company raised additional funds after 30 September 2025 for a total of
£550,000. This includes £100,000 on 20 October 2025 through the issue of
equity and £450,000 on 7 November 2025 via a Convertible Loan Note.
At a meeting held on 7 May 2025, the Remuneration Committee recommended and
approved that Mr Patrick Cheetham, be awarded a bonus equal to 26.25% of his
2024 salary in respect of the 2024 calendar and that this be paid in shares.
At a Board Meeting held on 3 November 2025, it was agreed that the bonus
should be paid in shares once the Convertible Loan Note fund raise was
completed and if sufficient headroom was available. As sufficient headroom was
not available, the bonus was paid in cash (£35,979.49) at the end of November
2025.
As of 1 January 2026, Mr Patrick Cheetham stepped down as Executive Chairman
and remains on the Board as Non-Executive Chairman.
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:
Number of shares % of share capital
As at 4 February 2026
Interactive Investor Services Nominees Limited SMKTISAS 574,958,282 11.15%
Hargreaves Lansdown (Nominees) Limited 15942 462,952,603 8.98%
GHC Nominees Limited SHARD 438,692,777 8.51%
Hargreaves Lansdown (Nominees) Limited VRA 286,315,669 5.55%
HSBC Client Holdings Nominee (UK) Limited 731504 268,833,929 5.22%
Interactive Investor Services Nominees Limited SMKTNOMS 230,104,818 4.46%
Interactive Investor Services Nominees Limited TDWHSIPP 219,905,947 4.27%
Lawshare Nominees Limited SIPP 209,211,645 4.06%
HSDL Nominees Limited 199,083,609 3.86%
HSDL Nominees Limited MAXI 187,195,876 3.63%
Barclays Direct Investing Nominees Limited CLIENT1 171,126,796 3.32%
Hargreaves Lansdown (Nominees) Limited HLNOM 168,368,944 3.27%
Vidacos Nominees Limited IGUKCLT 159,469,482 3.09%
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 re-appoint Crowe U.K. LLP as Auditor of the Company and the
Group 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 convene on Thursday 19 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.
At 30 September 2025, Tertiary Minerals plc held 0.28% of the issued ordinary
share capital of Sunrise Resources plc and Mr Patrick Cheetham, the
Non-Executive Chairman of Tertiary Minerals plc, is also Chairman of Sunrise
Resources plc. Tertiary Minerals plc also provides management services to
Sunrise Resources plc covering administration and support of its exploration
activities.
Procedures are in place in order to avoid any conflict of interest between the
Company and Sunrise Resources plc.
By order of the Board.
Richard Belcher
Managing Director
16 February 2026
Board of Directors
The directors and officers of the Company during the financial year were:
Patrick Cheetham Dr Richard Belcher
Non-Executive Chairman* Managing Director
Key Experience Key Experience
· Geologist. · Geologist.
· Over 40 years' experience in mineral exploration. · Over 20 years' experience in mineral exploration from project
identification through to advancement to resource stage.
· Over 35 years' experience in public company management.
· Previously consulting geologist to Altus Strategies plc and VP
· Founding director of the Company. Exploration to ANS Exploration Corp.
· Founder of Dragon Mining Ltd, Archaean Gold NL and Sunrise
Resources plc.
External Appointments
External Appointments
Director of RWB Exploration Ltd.
Chairman and founder of Sunrise Resources plc.
* Currently Chair of the Nomination Committee.
Donald McAlister Dr Michael Armitage
Non-Executive Director** Non-Executive Director***
Key Experience Key Experience
· Chartered Accountant. · Geologist.
· More than 25 years' experience in all financial aspects of the · More than 35 years' experience producing resource estimates,
resource industry, including metals hedging, tax planning, economic competent persons reports and feasibility studies.
modelling/evaluation, project finance and IPOs.
· Previously Managing Director and Chairman of SRK UK, Director of
· Previously Finance Director at Mwana Africa plc, Ridge Mining SRK Exploration Services and SRK Australia and SRK Group Chairman.
plc, Reunion Mining Limited and Moxico Resources plc.
· Chair of the Geological Society Business Forum and Honorary Chair
· Founding director of the Company. of the Critical Minerals Association.
External Appointments External Appointments
Executive Interim Finance Director of Kavango Resources plc. Executive Director of Sarn Helen Gold Limited. Executive Director of TREO
Minerals Ltd.
Executive Director of Celtic Syndicate Ltd.
** Currently Chair of the Audit and Risk Committee.
Executive Director of Mike Armitage Consulting Ltd.
Non-Executive Director of Central Asia Metals plc.
***Currently Chair of the Remuneration Committee
Rod Venables
Company Secretary
Key Experience
· Qualified company/commercial solicitor.
· Director and Head of Company Secretarial Services at City Group
PLC.
· Experienced in both Corporate Finance and Corporate Broking.
External Appointments
Company Secretary for Sunrise Resources plc and other corporate clients of
Brede Corporate Advisory.
Corporate Governance
Chairman's Overview
The Board of Tertiary is committed to upholding high standards of corporate
governance for the Group and maintaining and developing a governance framework
and processes that enable the Board to achieve the Company's purpose and its
strategic objectives and generate long-term value for shareholders.
As Chairman, I have overall responsibility for the corporate governance of the
Company and the Board as a whole is responsible for delivering on our
well-defined business strategy having due regard to the associated risks and
opportunities.
The Company's corporate governance arrangements now in place are designed to
deliver a corporate culture that understands and meets shareholder and
stakeholder needs and expectations whilst delivering long-term value for
shareholders.
The Company's governance framework explains the structures, processes and
procedures which the Board has established to uphold high standards of
governance across the Group. The governance framework has been revised and
updated in the light of recommendations set out in the Quoted Companies
Alliance ("QCA") Corporate Governance Code.
The Board considered the corporate governance code published by the Quoted
Companies Alliance ("QCA") in 2018 as the most suitable code for the Company
given its size and stage of development. 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") and
the Company' 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 disclosures in the Corporate Governance Statement in this
Annual Report and which is on the Company's website. Compliance with the
revised principles of the Code has enabled the Board to strengthen the
Company's existing governance framework and make changes to its processes
which will support the Board in building a successful and sustainable business
for the benefit of its shareholders and other stakeholders.
The Company has also adopted an Environmental, Social and Governance Policy,
details of which are set out in the Statement.
The Company's Environmental, Social and Governance Statement and its Corporate
Governance Statement were reviewed and updated by the Board on 4 February
2026.
Richard Belcher
Managing Director
Environmental, Social and Governance Statement
Tertiary Minerals plc (the "Company") practises responsible exploration as
reflected in our Environmental, Social and Governance ("ESG") Policy and our
activities. 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 perform much of our
primary activities at our projects. 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") Driving Responsible Exploration ("DRE") formally known as e3
Plus. This provides a framework for responsible exploration built on eight key
principles. DRE is flexible rather than prescriptive and encourages explorers
to go beyond the local legal requirements in the jurisdiction of operations
and apply leading "best practices". The eight underlying principles are:
1. Adopting Responsible Governance and Management
Tertiary is committed to environmentally and socially responsible mineral
exploration and has developed and implemented policies and procedures for
corporate governance and ethics. We ensure that all staff and key associates
are familiar with these and have appropriate levels of knowledge of these
policies and procedures.
The Company employs persons and engages contractors with the required
experience and qualifications relevant to their specific tasks and, where
necessary, seeks the advice of specialists to improve understanding and
management of social, environmental, human rights and security, and health and
safety.
Tertiary's Corporate Governance Statement, its Bribery & Anti-Corruption
Policy and its Bribery & Anti-Corruption Code of Conduct can be viewed on
our website here: www.tertiaryminerals.com/corporate-governance-statement.
2. Applying Ethical Business Practices
As well as our shareholders and staff, our stakeholders include local
communities and local leadership, 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.
We ensure that our contractors, consultants and local partners are aware of
and adhere to our Bribery & Anti-Corruption Policy and the Company's
Bribery & Anti-Corruption Code of Conduct.
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.
3. Respect 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.
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 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.
For example, in Zambia, we work together with our local partner, Mwashia
Resources Limited, to ensure that the appropriate tribal and local government
organisations are consulted before initiating any exploration work, and for
our Mukai and Mupala Projects we have entered into Memorandums of
Understanding to govern our interaction with the affected Chiefdoms and to
provide support for local community projects.
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.
In Zambia, we work with the Zambian Environmental Management Agency ("ZEMA")
and are required to submit Environmental Project Briefs ("EPBs") for approval
by ZEMA before commencing exploration. We also work closely with the
Department of Forestry where our projects occur within National Forests to
minimise the impact of our activities and ensure appropriate reclamation.
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.
The Company is committed to good practices of environmental management and
rehabilitation and repair during its mineral exploration activities. The
Company follows the DRE's Environmental Stewardship Toolkit and, where
possible, chooses less impactful exploration methods to limit disturbance.
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 legislature 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 are ten principles of the Code with an explanation of how the
Company applies each principle and/or the reasons for any aspect of
non-compliance.
The Board of Tertiary Minerals plc is composed of a Non-Executive Chairman
(Patrick Cheetham), two independent Non-Executive Directors (Donald McAlister
and Dr Mike Armitage), and a Managing Director (Dr Richard Belcher).
There are also three Board Committees: An Audit and Risk Committee, a
Remuneration Committee and a Nomination Committee, each of which has been
established to ensure proper governance and compliance with the Code.
This Corporate Governance Statement will be reviewed at least annually to
ensure that the Company's corporate governance framework evolves in line with
the Company's strategy and business plan.
Principle One: Establish a purpose, strategy and business model which promotes
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 in recent years it has been building and
developing a portfolio of mineral resource projects in Zambia.
The Company has a clearly defined strategy and business model, the details of
which are 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 to the Company's employees,
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 Environmental, Social and Governance Policy
("ESG Policy"); the Share Dealing Policy; the Bribery & Anti-Corruption
Policy, the Bribery & Anti-Corruption Code of Conduct, the Privacy and
Cookies Policy and the Social Media Policy. These policies and codes enable
the Board and its employees to ensure 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 Board seeks to promote an open and inclusive work culture for its staff
that fosters trust, respect and creativity. The Board takes account of the
Company's employees' interests when making decisions, and suggestions from
those employees aimed at improving the Group's performance are welcomed. The
Group will give full and fair consideration to applications for employment
received regardless of age, disability, gender reassignment, marriage and
civil partnership, pregnancy and maternity, race, religion or belief, sex or
sexual orientation.
The Board monitors commentary on its purpose and culture through reports from
the Board and staff 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,
Managing Director 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 and 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@tertiaryminerals.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
Proactive Investor, X (formerly known as Twitter), and LinkedIn. Shareholders
also have access to information through the Company's website,
www.tertiaryminerals.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.
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 recognizes 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 Board is committed to engaging positively with all its
stakeholders in relation to its projects and for the Company to maintain
sustainable relationships with them.
The Company maintains regular contact with the local communities in its
exploration project locations, government and regulatory bodies, and also
encourages feedback and local intelligence from them which is reported back to
the Board.
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.
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.
One further stakeholder group which is important to the Company and its
culture are the Company's employees. The Company's employees play an important
part in the delivery of our 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 its employees that encourages staff expression and fosters trust,
respect and creativity.
The health, safety and wellbeing of our employees 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. The Board believes the
environment at its head office provides for an inclusive and engaging
workplace for its employees where they can meet challenges and development
opportunities in their employment.
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 latest review was
undertaken in November 2025.
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 and 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 is circulated in advance of its meetings.
Further details on the Board's meetings are provided in the Directors' Report.
The Board is supported by the Audit and 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
and Risk, Remuneration and Nomination Committees are each chaired by
independent non-executive directors, thereby ensuring independent oversight.
The Board is comprised of a Non-Executive Chairman (Patrick Cheetham), two
independent Non-Executive Directors (Donald McAlister and Dr Mike Armitage),
and a Managing Director (Dr Richard Belcher). Details of the experience,
skills and capabilities of the Directors are set out in Board of Directors.
Whilst the Board only consists of four directors, the Board considers that the
current Board structure is acceptable having regard to the size of the Group
and the fact that it is not yet revenue-earning.
As the Company develops, the Board will have oversight of the Board's
requirements in terms of skills and experience and new members will be sought
to strengthen the Board's capability.
The Non-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 Chairman
also oversees corporate governance and chairs the Nomination Committee, which
applies rigorous and transparent procedures for Board appointments.
Patrick Cheetham is also currently the Chairman and Chief Executive Officer of
Sunrise Resources plc ("Sunrise"). During the reporting period, Patrick
Cheetham was employed as Chairman of Sunrise and his services as Chief
Executive Officer of Sunrise were provided to Sunrise at cost, through a
Management Services Agreement with the Company. However, since 1 January
2026, Patrick Cheetham has been employed directly by Sunrise in the capacity
of Chairman and Chief Executive Officer. In the reporting period, Patrick
Cheetham dedicated over 59% of his working time to the Company (2024: 59%).
The non-executive directors, Donald McAlister, Dr Mike Armitage and Patrick
Cheetham, have committed the time necessary to fulfil their roles during the
year and provide independent and objective judgment to Board decisions.
Non-executive directors are considered independent if they are independent of
management and free from any business or other relationship which could
materially interfere with the exercise of their independent judgement. Despite
serving as a non-executive director for more than nine years, Donald McAlister
is considered by the Board to be independent using these criteria and the
Board has greatly appreciated his contribution to the management of the
Company over recent years.
The non-executive directors have nominal holdings of shares in the Company,
largely as a result of taking shares in lieu of part of their directors' fees,
but also from nominal holdings of warrants and placing participation. The
non-executive directors do not participate in performance related rewards.
At the Company's Annual General Meeting, to be held on Thursday 19 March
2026, in accordance with the Articles of Association, Patrick Cheetham, Donald
McAlister and Dr Richard Belcher will be put forward for re-election and
election. Due to the size and nature of the business, and the fact that two of
the four directors are already offered for re-election this year and one of
the four directors is to be elected, the Board will not be following the Code
recommendation that all directors are proposed for re-election. This
recommendation will be reviewed on an annual basis.
Principle Seven: Maintain appropriate governance structures and ensure that
individually and collectively, directors have the necessary up-to-date
experience, skills and capabilities.
Patrick Cheetham, in his capacity as Non-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-executives 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 and 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
and Risk, Remuneration and Nomination Committees are each chaired by
independent non-executive directors, thereby ensuring independent oversight.
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 in
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 is
essential for effective governance and the development of the Board's
capabilities. A formal performance review of the Board and its 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 a performance review to be conducted by external
advisers or consultants.
The Nomination Committee, which consists of the Chairman and the other 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.
Given the size of the Company and its Board, the Board's remuneration approach
has been designed to incentivise and retain its executive directors whose
skills and experience are central to the Company delivering on its purpose and
strategy. The Company has no senior management below Board level.
The Remuneration Committee meet regularly to discuss executive remuneration
and to ensure that the executive directors are incentivised and motivated. The
current remuneration arrangements for the Managing Director are relatively
simple and comprise a combination of fixed salary and warrants and options. In
addition, the Managing Director has an executive bonus scheme which is based
on annual performance assessment.
The remuneration arrangements ensure alignment with shareholder interests and
are appropriate in value for a company of Tertiary's size and given its stage
of development.
The Remuneration Committee considers both Company performance and the
achievement of personal targets in determining executive rewards. The
Remuneration arrangements for executives are regularly reviewed to ensure that
the arrangements are in line with the Company's culture.
The Code recommends that companies submit both their annual remuneration
report and their remuneration policy to an advisory vote by shareholders. The
Remuneration Committee is in the process of producing a full remuneration
policy for the executives which will align the interests of the executive
directors with the Board's strategic objectives and with shareholder
interests. Accordingly, the Company is not yet in a position to put a
Remuneration Policy to a shareholders' advisory vote. The Company intends to
put the executive bonus scheme for the Managing Director to a shareholders
advisory vote at a future Annual General Meeting and details of the executive
bonus scheme are set out in the Remuneration Committee Report.
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: www.tertiaryminerals.com/investor-media/financial-reports
(http://www.tertiaryminerals.com/investor-media/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 and Risk Committee Report
The Audit and 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.
Donald McAlister 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 27 January 2025,
27 June 2025 and 5 August 2025.
The Committee reviewed the carrying values of the Group projects and the Group
inter-company loans and carried out impairment reviews. The project carrying
values are assessed against the IFRS 6 criteria set out in Note 1(n). Loans to
Group undertakings are assessed for impairment under IFRS 9.
As a result of the year-end review, it was judged that no projects were
impaired. A review of the recoverability of loans to subsidiaries was also
performed and concluded that no additional credit losses were required to be
recognised for the current financial year. However, in accordance with IAS 8,
a prior period correction was identified and the related balances concerning
subsidiary undertakings have been restated, this is disclosed in Note 22.
Going Concern
The Committee also considered the Going Concern basis on which the accounts
have been prepared (see Note 1(b)). The directors are satisfied that the Going
Concern basis is appropriate for the preparation of the financial statements.
Donald McAlister
Chair - Audit and Risk Committee
16 February 2026
Remuneration Committee Report
The Remuneration Committee is a sub-committee of the Board and comprises the
two non-executive directors. Dr Mike Armitage is Chair of the Committee.
The primary objective of the Committee is to review the performance of the
executive director(s) and review the basis of their service agreements and
make recommendations to the Board regarding the scale and structure of their
remuneration.
The Committee met five times in the financial year under review, 29 October
2024 (two meetings), 6 March 2025, 7 May 2025 and 5 August 2025 to review
the Committee Terms of Reference and ensure their continued suitability, and
to review the remuneration of Patrick Cheetham, previously the Company's Chief
Executive Officer, and the Managing Director.
Chief Executive Officer Bonus Scheme & Award
The Company, since October 2024, has adopted a discretionary salary bonus
scheme (the "Scheme") to be considered annually for the Company's Chief
Executive Officer ("CEO") to apply for calendar years commencing 1 January
2023. No such scheme has been in existence up to this point. From his
appointment as Managing Director on 7 March 2025, Dr. Richard Belcher has been
considered as the CEO and prior to that, and since initiation of the Scheme,
Mr. Cheetham, the Executive Chairman, was considered to be the CEO.
Under the Scheme, a bonus award, if any, will, ordinarily, be for a total
amount of up to an equivalent of 30% of annual salary and will, ordinarily, be
payable in shares (at the then market price, net of employee income tax &
NI). The Committee will have the discretion to recommend that 25% of any bonus
is paid in cash. Any shares issued pursuant to a bonus award will be subject
to a hold period of two years, except in the event that there is a takeover
offer for the entire share issued capital of the Company.
Fifty percent of any discretionary bonus amount will be based on the
Committee's assessment of the CEO's performance during the relevant calendar
year in the administration and management of the Company and its subsidiaries
and 50% of any bonus will be assessed against the achievement in respect of
specific short-term target outcomes during the calendar year where the CEO is
able to influence those outcomes. While the bonus assessment will be focused
on short-term targets, medium-term, long-term and non-timeframe specific
targets have and will be set by the Committee reflecting the Company's
overarching aims and with the intent that medium-term and long-term targets
will likely become short-term targets over time.
In extraordinary circumstances, and for transformational outcomes, it is
proposed that the bonus could be increased in any calendar year up to 100% of
salary at the Committee's discretion.
At a meeting held on 7 May 2025, the Committee recommended and approved that
the CEO, Mr Patrick Cheetham, be awarded a bonus equal to 26.25% of his 2024
salary in respect of the 2024 calendar year. A bonus payment was made in cash
on 28 November 2025 as disclosed in Note 4.
Dr Mike Armitage
Chair - Remuneration Committee
16 February 2026
Nomination Committee Report
The Nomination Committee comprises the Chairman, the Managing Director and the
two non-executive directors. Patrick Cheetham is Chair of the Committee.
The Committee meets at least once per year to lead the formal process of
rigorous and transparent procedures for Board appointments and to make
recommendations to the Board in accordance with best practice and other
applicable rules and regulations, insofar as they are appropriate to the Group
at this stage in its development.
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 executive director(s) and
non-executive directors. Performance evaluation should be used to assess
whether the executive director(s) 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 Company, major subsidiary
undertakings and the Group as a whole and met twice during the period under
review, on 19 February 2025 and 6 March 2025, to review the appointment of
the Managing Director, Dr Richard Belcher, and 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
16 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
also be delivered to the Registrar of Companies. 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 20 February 2026:
https://www.tertiaryminerals.com/shareholder-documents
(https://www.tertiaryminerals.com/shareholder-documents) .
Consolidated Income Statement
For the year ended 30 September 2025
Notes 2025 2024
£ £
Revenue 2,17 200,569 162,658
Administration costs (767,192) (670,118)
Pre-licence exploration costs (17,548) (43,691)
Impairment of deferred exploration expenditure 8 - -
Operating loss (584,171) (551,151)
Interest receivable 255 217
Loss before taxation 3 (583,916) (550,934)
Tax on loss 7 - -
Loss for the year attributable to equity holders of the parent (583,916) (550,934)
Loss per share - basic and diluted (pence) 6 (0.01) (0.02)
All amounts relate to continuing activities.
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2025
2025 2024
£ £
Loss for the year (583,916) (550,934)
Items that could be reclassified subsequently to the income statement:
Foreign exchange translation differences on foreign currency net investments
in subsidiaries
(27,078) (17,057)
Items that will not be reclassified to the income statement:
Changes in the fair value of other investments (5,488) (6,038)
Total comprehensive income/(loss) for the year attributable to
equity holders of the parent (616,482) (574,029)
Consolidated and Company Statements of Financial Position
at 30 September 2025
Company Number 03821411 Notes Group Company Group Company Company (restated*)
2025 2025 2024 (restated*) 2023
£ £ £ 2024 £
£
Non-current assets
Intangible assets 8 1,341,482 - 845,385 -
Property, plant & equipment 9 6,485 6,485 8,300 8,300 3,234
Investment in subsidiaries 10 - 2,075,283 - 1,229,967 842,165
Other investments 10 4,940 4,940 10,428 10,428 16,466
1,352,907 2,086,708 864,113 1,248,695 861,865
Current assets
Receivables 11 120,871 98,973 90,081 55,484 70,399
Cash and cash equivalents 12 70,797 65,519 775,747 765,747 100,215
191,668 164,492 865,828 821,231 170,614
Current liabilities
Trade and other payables 13 (175,235) (123,816) (140,346) (87,864) (54,615)
Net current assets 16,433 40,676 725,482 733,367 115,999
Provisions for liabilities 20 (14,362) - (9,143) - -
Net assets 1,354,978 2,127,384 1,580,452 1,982,062 977,864
Equity
Called up share capital 14 496,300 496,300 367,483 367,483 198,108
Share premium account 14,017,297 14,017,297 13,760,938 13,760,938 12,599,278
Capital redemption reserve 2,644,061 2,644,061 2,644,061 2,644,061 2,644,061
Merger reserve 131,096 131,096 131,096 131,096 131,096
Share option reserve 51,008 51,008 67,941 67,941 88,562
Fair value reserve (33,726) (36,226) (28,238) (30,738) (22,200)
Foreign currency reserve 392,723 - 419,801 -
Accumulated losses (16,343,781) (15,176,152) (15,782,630) (14,958,719) (14,661,041)
Equity attributable to the owners of the parent 1,354,978 2,127,384 1,580,452 1,982,062 977,864
* See Note 22 for details regarding the restatement as a result of errors,
together with a statement of financial position as at 30 September 2024 and
30 September 2023.
The Company reported a loss for the year ended 30 September 2025 of £240,199
(2024: (restated) £346,649).
These financial statements were approved by the Board and authorised for issue
on 16 February 2026 and were signed on its behalf by:
Richard Belcher
Managing Director
Consolidated Statement of Changes in Equity
Group Ordinary Share Capital Merger Share Fair Foreign Accumulated Total
share premium redemption reserve option value currency losses £
capital account reserve £ reserve reserve reserve £
£ £ £ £ £ £
At 30 September 2023 198,108 12,599,278 2,644,061 131,096 88,562 (22,200) 436,857 (15,280,667) 795,095
Loss for the period - - - - - - - (550,935) (550,935)
Change in fair value - - - - - (6,038) - - (6,038)
Exchange differences - - - - - - (17,056) - (17,056)
Total comprehensive loss for the year - - - - - (6,038) (17,056) (550,935) (574,029)
Share issue 169,375 1,161,660 - - - - - - 1,331,035
Share based payments expense - - - - 28,351 - - - 28,351
Transfer of expired warrants - - - - (48,972) - - 48,972 -
At 30 September 2024 367,483 13,760,938 2,644,061 131,096 67,941 (28,238) 419,801 (15,782,630) 1,580,452
Loss for the period - - - - - - - (583,916) (583,916)
Change in fair value - - - - - (5,488) - - (5,488)
Exchange differences - - - - - - (27,078) - (27,078)
Total comprehensive loss for the year - - - - - (5,488) (27,078) (583,916) (616,482)
Share issue 128,817 256,359 - - - - - - 385,176
Share based payments expense - - - - 5,832 - - - 5,832
Transfer of expired warrants - - - - (22,765) - - 22,765 -
At 30 September 2025 496,300 14,017,297 2,644,061 131,096 51,008 (33,726) 392,723 (16,343,781) 1,354,978
Company Statement of Changes in Equity
Company Ordinary Share Capital Merger Share Fair Accumulated Total
share premium redemption reserve option value losses £
capital account reserve £ reserve reserve £
£ £ £ £ £
At 30 September 2023 (restated) 198,108 12,599,278 2,644,061 131,096 88,562 (22,200) (14,661,041) 977,864
Loss for the period (restated) - - - - - - (346,649) (346,649)
Change in fair value - - - - - (8,538) - (8,538)
Total comprehensive - - - - - (8,538) (346,649) (355,187)
loss for the year (restated)
Share issue 169,375 1,161,660 - - - - - 1,331,035
Share based payments expense - - - - 28,351 - - 28,351
Transfer of expired warrants - - - - (48,972) - 48,972 -
At 30 September 2024 (restated) 367,483 13,760,938 2,644,061 131,096 67,941 (30,738) (14,958,718) 1,982,063
Loss for the period - - - - - - (240,199) (240,199)
Change in fair value - - - - - (5,488) - (5,488)
Total comprehensive - - - - - (5,488) (240,199) (245,687)
loss for the year
Share issue 128,817 256,359 - - - - - 385,176
Share based payments expense - - - - 5,832 - - 5,832
Transfer of expired warrants - - - - (22,765) - 22,765 -
At 30 September 2025 496,300 14,017,297 2,644,061 131,096 51,008 (36,226) (15,176,152) 2,127,384
Consolidated and Company Statements of Cash Flows
for the year ended 30 September 2025
Notes Group Company Group Company
2025 2025 2024 (restated*)
£ £ £ 2024
£
Operating activity
Operating (loss)/profit (583,916) (240,199) (551,151) (346,649)
Depreciation charge 9 2,808 2,808 2,298 2,298
Share based payment charge 5,832 5,832 28,350 28,350
Impairment charge - deferred exploration asset 8 - - - -
Increase/(decrease) in provision for impairment of loans to subsidiaries 10 - - - 7,449
Reclamation liability (255) (255) (1,494) -
Interest Income
Decrease/(increase) in receivables 11 (30,790) (43,489) 24,351 14,915
Increase/(decrease) in payables 13 34,889 35,952 70,511 33,250
Increase/(decrease) in provisions 5,219
Net cash outflow from operating activity (566,213) (239,351) (427,135) (260,387)
Investing activity
Interest received 255 255 217 217
Exploration and development expenditures 8 (499,486) - (279,853) -
Purchase of property, plant & equipment 9 (993) (993) (7,364) (7,364)
Additional loans to subsidiaries 10 - (845,316) - (397,969)
Net cash outflow from investing activity (500,224) (846,054) (287,000) (405,116)
Financing activity
Issue of share capital (net of expenses) 385,176 385,176 1,331,035 1,331,035
Net cash inflow from financing activity 385,176 385,176 1,331,035 1,331,035
Net increase this year (681,261) (700,229) 616,900 665,532
Cash and cash equivalents at start of year 775,747 765,747 121,813 100,215
Exchange differences (23,689) 1 37,034 -
Cash and cash equivalents at 30 September 12 70,797 65,519 775,747 765,747
* See Note 22 for details regarding the restatement as a result of errors,
together with a statement of financial position as at 30 September 2024.
Notes to the Financial Statements
for the year ended 30 September 2025
Background
Tertiary Minerals plc is a public company incorporated in England and Wales.
Its shares are traded on the AIM market of the London Stock Exchange - EPIC:
TYM.
The Company is a holding company for a number of companies (together, the
"Group"). 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.
In accordance with section 408 of the Companies Act 2006, Tertiary Minerals
plc 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 Tertiary Minerals plc is £240,199
(2024:(restated) £346,649).
(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 (£70,797), these projections include the proceeds of future
fundraising necessary within the next 12 months to meet the Company's and the
Group's overheads and planned discretionary project expenditures and to
maintain the Company and the Group 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 the 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
The Group's financial statements consolidate the financial statements of
Tertiary Minerals 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.
Details of the Group's subsidiaries during the reporting period are set out in
Note 10.
(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 biannual review is carried out by the directors to consider whether there
are any indications of impairment in capitalised exploration and development
costs. Impairment indicator reviews 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, 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, 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) Property, plant & equipment
All property, plant and equipment assets are stated at cost less accumulated
depreciation. Depreciation is provided by the Group on all property, plant and
equipment, at rates calculated to write off the cost, less estimated residual
value, of each asset evenly over its expected useful life, as follows:
Fixtures and fittings (including computer equipment) 20% to 33% per
annum Straight-line basis
Useful life and residual value are reassessed annually.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) Revenue
Revenue for the Group is derived from the provision of management services to
Sunrise Resources plc and relates to expenditure incurred and recharged. The
primary performance obligation relates to the provision of the services of the
Group's staff and administration facilities.
Revenue is recognised over time on a straight-line basis as the services are
performed.
Revenue is net of VAT and other sales-related taxes. Services are invoiced
quarterly in arrears with a credit term of 30 days.
(k) 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 reporting date.
For consolidation purposes, the net investment in foreign operations and the
assets and liabilities of overseas subsidiaries 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.
(l) Leases
The general policy adopted in relation to leased assets is IFRS 16, which
requires the recognition of lease commitments as right of use assets and a
corresponding liability.
The company leases qualify for the short-term lease recognition exemption as
none include renewal options that would result in the leases being classified
as evergreen. Leasing costs are therefore charged to the income statement as
incurred.
(m) Share warrants and share-based payments
The Company issues warrants and options to employees (including directors) and
third parties. The fair value of the warrants and options is recognised as a
charge measured at fair value on the date of grant and determined in
accordance with IFRS 2, adopting the Black-Scholes-Merton model. The fair
value is 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 expected life
of the options and warrants is adjusted based on management's best estimates,
for the effects of non-transferability, exercise restrictions and behavioural
considerations. The details of the calculation are shown in Note 15.
The Company also issues shares and/or warrants in order to settle certain
liabilities, including partial payment of fees to directors. The fair value of
shares issued is based on the closing mid-market price of the shares 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.
(n) Judgements and estimations in applying accounting
policies
In the process of applying the Group's accounting policies above, the Group
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 as to 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 as detailed below.
Impairment
Reviews are carried out on a project by project basis to determine whether
there are indicators on impairment. 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. The assessment of
potential asset impairment requires an updated evaluation of internal and
external impairment indicators. 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.
(o) 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.
(p) Investments in subsidiaries
Investments, including long-term loans, in subsidiaries are valued at the
lower of cost or recoverable amount, with an ongoing review for impairment.
(q) 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.
2. Revenue
Note 2025 2024
£ £
Sunrise Resources plc management recharge 17 147,933 128,673
Sunrise Resources plc overhead recharge 17 29,686 19,045
Other revenue 22,950 14,940
200,569 162,658
3. Loss before income tax
2025 2024
£ £
The operating loss is stated after charging
Costs relating to leases expiring within 12 months 24,624 23,256
Depreciation - owned assets 2,808 2,298
Fees payable to the Group's Auditor for:
The audit of the Group's annual accounts 24,935 23,333
The audit of the Group's subsidiaries, pursuant to legislation 2,968 6,440
Fees payable to the Group's Auditor and its associates for other services:
Interim review of accounts 2,571 2,180
Corporation tax compliance fees 2,370 2,384
The group accounts are required to comply with the statutory 'non‑audit fee'
disclosures requirement
4. Directors' emoluments
Remuneration in respect of directors was as follows:
Total cost Recharged to Net cost Total before
2025 Sunrise Resources plc 2025 recharges
£ 2025 £ 2024
£ £
P L Cheetham (salary & bonus) 203,119 (68,410) 134,709 135,747
M G Armitage (salary) 21,688 - 21,688 21,091
D A R McAlister (salary) 21,688 - 21,688 21,091
R W Belcher (salary)* 56,746 - 56,746 -
303,241 (68,410) 234,831 177,929
* R W Belcher was appointed on 7 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 £3,429 (2024: £3,081) or Employer's National
Insurance contributions of £34,497 (2024: £20,996).
Pension contributions made during the year on behalf of Directors amounted to
£1,172 (2024: £Nil).
The above remuneration amount for P Cheetham includes a bonus of £35,979 paid
cash in November 2025 payroll. The bonus relates to calendar year 2024 and an
accrual was recognised at 30 September 2025 for bonus costs and employer's
National Insurance contributions of £41,376.
The calendar year 2023 bonus for P Cheetham was paid in shares in November
2024 and is included in the above remuneration amount, totalling £27,677.
The directors are also the key management personnel. If all benefits are
taken into account, the total key management personnel compensation would be
£278,955 (2024: £181,011).
After recharges to Sunrise Resources plc and taking account of all benefits in
kind, the key management personnel net compensation cost to the Group was
£207,116 (2024: £125,846).
5. Staff costs
Total staff costs for the Group and Company, including directors, were as
follows:
Total staff Staff costs Net cost Total before
costs recharged to 2025 recharges
to Group Sunrise Resources plc £ 2024
2025 2025 £
£ £
Wages and salaries 491,394 (129,686) 361,708 339,262
Social security costs 69,127 (18,246) 50,881 37,070
Share-based payments 5,048 - 5,048 4,948
565,569 (147,932) 417,637 381,280
As set out in Note 17, relevant staff costs are recharged to Sunrise Resources
plc.
The average monthly number of part-time and full-time employees, including
directors, employed by the Group and Company during the year was as follows:
2025 2024
Number Number
Technical employees 3 3
Administration employees (including non-executive directors) 5 5
8 8
6. Loss per share
Loss per share has been calculated using the loss for the year attributable to
equity holders of the parent and the weighted average number of ordinary
shares in issue during the year.
2025 2024
Loss (£) (583,916) (550,934)
Weighted average ordinary shares in issue (No.) 4,077,062,856 2,489,386,949
Basic and diluted loss per ordinary share (pence) (0.01) (0.02)
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 and options would have
the effect of reducing the loss per ordinary share and is therefore
anti-dilutive.
7. Taxation
No liability to corporation tax arises for the year due to the Group recording
a taxable loss (2024: £Nil).
2025 2024
£ £
Tax reconciliation
Loss before income tax (583,916) (550,933)
Tax at 19% (2024: 19%) (110,944) (104,677)
Fixed asset timing differences 290 (1,030)
Expenditure not deductible for tax purposes 1,108 5,386
Pre-trading expenditure not deductible for tax purposes - -
Unrelieved tax losses carried forward 109,546 100,321
Tax charge/credit for year - -
Total losses carried forward for tax purposes (14,080,042) (13,503,484)
Factors that may affect future tax charges
The Group has total losses carried forward of £14,080,042 (2024:
£13,503,484). This amount would be available (subject to a maximum of
£5 million per annum) to set against future taxable profits of the Company.
The deferred tax asset has not been recognised as the future recovery is
uncertain given the exploration status of the Group. The carried tax loss is
adjusted each year for amounts that can no longer be carried forward.
8. Intangible assets
Group Exploration Exploration
evaluation evaluation
assets assets
2025 2024
£ £
Cost 7,276,849 7,051,945
At start of year
Additions 499,486 281,347
Reclamation cost - (1,494)
Exchange adjustments (3,389) (54,949)
At 30 September 7,772,946 7,276,849
Impairment (6,431,464) (6,431,464)
At start of year
Impairment losses during year -
At 30 September (6,431,464) (6,431,464)
Net book value
At 30 September 1,341,482 845,385
At start of year 845,385 620,481
Details of the impairment assessments relating to intangible assets, key
judgements and assumptions are given in Note 1(n).
The judgements in respect of key projects are;
Whilst no work was carried out at the Paymaster and Mt Tobin Projects in
Nevada during the financial year, the Company's rights to explore these
projects have been maintained through claim payments and further exploration
is planned to follow up on previous exploration results.
At the Brunton Pass Project in Nevada, further exploration activities were
carried out during the reporting period including the completion of a drilling
programme, the results of which warrant further exploration, therefore the
project is not impaired.
In Zambia, the Konkola West Project is being drilled by Joint Venture partner
KoBold Metals. Two holes have been drilled to date and KoBold Metals will now
proceed to form a Joint Venture company per the Earn-In Agreement.
At the Mukai Project, Joint Venture partner, First Quantum Minerals, completed
three drill holes in the reporting period.
At the Mushima North Project, the Company carried out a drilling programme
during the reporting period and followed this up with a second drilling
programme post year-end, therefore this project is not impaired.
During the reporting period, no exploration activity was carried out on the
Jacks Project by the Company, however results suggest that further exploration
is warranted and therefore the project is not impaired.
No activity was carried out on the Mupala Project during the reporting period,
however previous soil sampling results have defined a soil anomaly which
warrants further exploration. As a result of this, the project is not
impaired.
Based upon these developments in the reporting period and in their confidence
regarding the likely outcome of exploration, the Directors have concluded that
the carrying value of these projects are not impaired.
9. Property, plant & equipment
Group Company Group Company
fixtures fixtures fixtures fixtures
and fittings and fittings and fittings and fittings
2025 2025 2024 2024
£ £ £ £
Cost 61,565 46,807 54,201 39,443
At start of year
Additions 993 993 7,364 7,364
At 30 September 62,558 47,800 61,565 46,807
Depreciation 53,265 38,507 50,968 36,209
At start of year
Charge for the year 2,808 2,808 2,297 2,298
At 30 September 56,073 41,315 53,265 38,507
Net Book Value
At 30 September 6,485 6,485 8,300 8,300
At start of year 8,300 8,300 3,234 3,234
10. Investments
Subsidiary undertakings
Company Country of Type and percentage Direct/ Principal activity
incorporation/ of shares held at indirect
registration 30 September 2025 holding
Tertiary Gold Limited England & Wales 100% of ordinary shares Direct Mineral exploration
Tertiary (Middle East) Limited England & Wales 100% of ordinary shares Direct Mineral exploration
Tertiary Minerals US Inc. Nevada, USA 100% of ordinary shares Direct Mineral exploration
Tertiary Minerals (Zambia) Limited Zambia 96% of ordinary shares Direct Mineral exploration
Copernicus Minerals Limited Zambia 90% owned subsidiary Indirect Mineral exploration
of Tertiary Minerals (Zambia) Limited
The registered office of Tertiary Gold Limited and Tertiary (Middle East)
Limited is the same as the Parent Company, being Sunrise House, Hulley Road,
Macclesfield, Cheshire, SK10 2LP.
The registered office of Tertiary Minerals US Inc. is 241 Ridge Street, Suite
210, Reno, NV 89501, USA.
The registered office of Tertiary Minerals (Zambia) Limited is 491/492
Akapelwa Street/Town Area, Livingstone Southern Province, Zambia.
The registered office of Copernicus Minerals Limited is Sable House, 11 Sable
Road, Kabulonga, Lusaka, Lusaka Province, Zambia.
The following subsidiary undertakings have claimed exemption from audit under
section 479A of the companies Act 2006:
Subsidiary undertaking Company number
Tertiary Gold Limited 03098061
Tertiary (Middle East) Limited 04212670
The obligations under this exemption are supported by a parental guarantee.
Tertiary Minerals (Zambia) Limited
96% of the equity of Tertiary Minerals (Zambia) Limited is owned by Tertiary
Minerals plc and the 4% non-controlling interest is held by two private
individuals. Deferred exploration assets held by the subsidiary are £530,917
(2024: £516,223). The subsidiary is fully financed by the Parent Company via
intercompany loan and capital contribution, the loan amounted to £276,940
(2024: £278,055) loan interest of £34,534 (2024: £23,545) and capital
contribution amounted to £804,849 (2024: £455,656). The net assets amount to
£575,209 (2024: £339,963) and the loss for the year was £38,077 (2024:
£62,591)
Copernicus Minerals Limited
Copernicus Minerals Limited is a second-tier subsidiary of Tertiary Minerals
plc (Group Parent Company). 90% of the equity of Copernicus Minerals Limited
is owned by Tertiary Minerals (Zambia) Limited and the 10% non-controlling
interest is held by Mwashia Resources Limited. The subsidiary is fully
financed by the Group Parent Company via capital contribution, which amounted
to £355,999 (2024: £62,062) and the deferred exploration assets held by the
second-tier subsidiary are £384,449 (2024: £93,507) The net assets amount to
£348,009 (2024: £62,531) and the loss for the year was £7,131 (2024:£683).
Investment in subsidiary undertakings Company Company
2025 (restated)
£ 2024
£
Value at start of year 1,229,967 839,447
Additions 845,316 397,969
Movement in provision (7,449)
At 30 September 2,075,283 1,229,967
Investments in share capital of subsidiary undertakings
The directors have reviewed the carrying value of the Company's investments in
shares of subsidiary undertakings totalling £225,347, by reference to
estimated recoverable amounts. In turn, this requires an assessment of the
recoverability of underlying exploration assets in those subsidiaries in
accordance with IFRS 6.
Loans to Group undertakings
Amounts owed by subsidiary undertakings are unsecured and repayable in cash.
Loan interest is charged to US and Zambia subsidiaries on intercompany loans
with Parent Company. It is the intention of the parties that, upon maturity,
the loans will be rolled over for a term equivalent to the original agreement
A review of the recoverability of loans to subsidiary undertakings has been
carried out. A reasonable change in the performance of the investments could
give rise to material impairment
A prior period correction has been made to the balance previously recorded as
capital contribution on the balance sheet. A summary of this correction is
provided in Note 22.
Other investments - listed investments
Company Country of Type and percentage Principal activity
incorporation/ of shares held at
registration 30 September 2025
Sunrise Resources plc England & Wales 0.28% of ordinary shares Mineral exploration
Group and Company
Investment designated at fair value through OCI Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Value at start of year 10,428 10,428 16,466 16,466
Additions - - - -
Disposal - - - -
Movement in valuation (5,488) (5,488) (6,038) (6,038)
At 30 September 4,940 4,940 10,428 10,428
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.
11. Receivables
Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Amounts owed by related undertakings 64,102 64,102 25,958 25,958
Other receivables 20,615 3,627 32,235 6,125
Prepayments 36,154 31,244 31,888 23,401
At 30 September 120,871 98,973 90,081 55,484
The Group aged analysis of amounts owed by related undertakings (all relating
to a single debtor) is as follows:
Not impaired 30 days Over 30 Total
£ or less days carrying
£ £ amount
£
2025 64,102 64,102 - 64,102
2024 25,958 25,958 - 25,958
12. Cash and cash equivalents
Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Cash at bank and in hand 19,056 13,778 774,261 764,261
Short-term bank deposits 51,741 51,741 1,486 1,486
At 30 September 70,797 65,519 775,747 765,747
13. Trade and other payables
Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Trade payables 32,133 24,197 32,563 28,832
Other taxes and social security costs 21,524 21,524 25,134 25,134
Accruals 118,597 75,115 79,066 30,315
Other payables 2,981 2,980 3,583 3,583
At 30 September 175,235 123,816 140,346 87,864
14. Share capital and reserves
2025 2025 2024 2024
No. £ No. £
Ordinary shares - Allotted, called up and fully paid
Balance at start of year 3,674,835,049 367,483 1,981,085,049 198,108
Shares issued in the year 1,288,174,524 128,817 1,693,750,000 169,375
Balance at 30 September 4,963,009,573 496,300 3,674,835,049 367,483
Share issues
During the year to 30 September 2025 the following share issues took place:
38,174,524 0.01p Ordinary Shares at 0.0725p per share, by way of a bonus award
for calendar year 2023 to Mr P L Cheetham under his discretionary executive
Bonus Scheme (18 November 2024).
1,166,666,667 0.01p Ordinary Shares at 0.03p per share, by way of a share
placing for a total consideration of £350,000 before expenses (6 June 2025).
83,333,333 0.01p Ordinary Shares at 0.03p per share, by way of a directors'
subscription for a total consideration of £25,000 before expenses (1 July
2025).
During the year to 30 September 2024 a total of 1,693,750,000 0.01p Ordinary
Shares were issued, at an average price of 0.08p, for a total consideration of
£1,331,035 net of expenses.
The total amount of transaction fees debited to the Share Premium account in
the year was £17,500 (2024: £73,965).
Nature and purpose of reserves
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.
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 Company's functional currency, being
Sterling, are recognised directly in the foreign currency reserve.
Share option reserve
The share option reserve is used to recognise the fair value of share-based
payments provided to third parties and employees, including key management
personnel, by means of share options and share warrants issued as part of
their remuneration. Refer to Note 15 for further details.
Fair value reserve
Fair value reserve represents the cumulative fair value changes of
available-for-sale equity investment assets.
15. Warrants granted
Warrants not exercised at 30 September 2025
Issue date Exercise Number Exercisable Expiry
price dates
28/06/2021 0.34p 3,100,000 Any time from 28/06/2022 28/06/2026
28/06/2021 0.50p 3,000,000 Any time from 28/06/2022 28/06/2026
28/06/2021 1.00p 3,000,000 Any time from 28/06/2023 28/06/2026
28/06/2021 1.50p 3,000,000 Any time from 28/06/2024 28/06/2026
16/02/2023 0.123p 12,000,000 Any time from 16/02/2024 16/02/2028
14/02/2024 0.085p 10,000,000 Any time from 14/02/2025 14/02/2029
07/05/2025 0.050p 47,000,000 Any time from 07/05/2026 07/05/2030
13/06/2025 0.030p 20,000,000 Any time from 13/06/2025 13/06/2026
Total 101,100,000
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 at
the exercise price on the date of conversion.
A grant of 47,000,000 warrants at an exercise price of 0.05p, to employees and
directors of the Company (7 May 2025).
A grant of 20,000,000 warrants at an exercise price of 0.03p, as part of a
share placing, to Peterhouse Capital Limited (13 June 2025).
Share-based payments
The Company issues warrants to directors and employees on varying terms and
conditions.
Details of the share warrants outstanding during the year are as follows:
2025 2024
Number of Weighted Number of Weighted
share average share average
warrants exercise warrants exercise
and share price and share price
options Pence options Pence
Outstanding at start of year 126,887,500 0.18 304,539,285 0.28
Granted during the year 67,000,000 0.04 94,687,500 0.08
Expired during the year 92,787,500 0.26 274,339,285 0.26
Outstanding at 30 September 101,100,000 0.14 124,887,500 0.18
Exercisable at 30 September 54,100,000 0.03 89,437,500 0.13
The warrants outstanding at 30 September 2025 had a weighted average exercise
price of 0.14p (2024: 0.18p), a weighted average fair value of 0.003p (2024:
0.04p) and a weighted average remaining contractual life of 2.98 years (2024:
1.29 years).
In the year ended 30 September 2025, warrants were granted on 7 May 2025 and
on 13 June 2025. The aggregate of the estimated fair values of the warrants
granted on these dates is £11,036.07. In the year ended 30 September 2024,
warrants were granted on 1 November 2023, 12 February 2024, 14 February
2024 and 28 August 2024. The aggregate of the estimated fair values of the
warrants granted on these dates is £18,284.
The inputs into the Black-Scholes-Merton Pricing Model were for warrants
granted in the year and are as follows:
2025 2024
Weighted average share price 0.04p 0.08p
Weighted average exercise price 0.05p 0.083p
Expected volatility 71% 76.0%
Expected life 3.81 years 1.42 years
Risk-free rate 3.84% 4.31%
Expected dividend yield 0% 0%
Expected volatility was determined by calculating the historical volatility of
the Company's share price over the previous three 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.
The Company recognised total expenses of £5,832 and £28,350 related to
equity-settled share-based payment transactions in 2025 and 2024 respectively.
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.
16. Leases
The Company rents office premises under a short-term, low value lease
agreement.
Future minimum lease payments are:
2025 2024
Land & buildings Land & buildings
£ £
Office accommodation:
Within one year 18,468 18,468
Lease payments recognised in loss for the period amounted to £24,624 (2024:
£23,256).
17. Related party transactions
Key management personnel
The directors holding office in the period and their warrants held in the
share capital of the Company are:
At 30 September 2025 At 30 September 2024
Shares Share Warrants Warrants Shares Share
number warrants exercise expiry number warrants
number price date number
P L Cheetham* 117,972,857 3,000,000 0.500p 28/06/2026 46,465,000 15,000,000
3,000,000 1.000p 28/06/2026
3,000,000 1.500p 28/06/2026
2,000,000 0.123p 16/02/2028
2,000,000 0.085p 14/02/2029
10,000,000 0.050p 07/05/2030
R W Belcher 34,206,695 2,000,000 0.123p 16/02/2028 - -
10,000,000 0.050p 07/05/2030
D A R McAlister 19,604,276 1,500,000 0.340p 28/06/2026 2,937,609 6,500,000
2,000,000 0.123p 16/02/2028
2,000,000 0.085p 14/02/2029
5,000,000 0.050p 07/05/2030
Dr M G Armitage 8,823,529 2,000,000 0.123p 16/02/2028 8,823,529 2,000,000
2,000,000 0.085p 14/02/2029
5,000,000 0.050p 07/05/2030
* Includes 2,843,625 shares held by K E Cheetham, wife of P L Cheetham.
The directors have no beneficial interests in the shares of the Company's
subsidiary undertakings as at 30 September 2025.
Details of the Parent Company's investment in subsidiary undertakings are
shown in Note 10.
Sunrise Resources plc
P L Cheetham is a director and Executive Chairman of Sunrise Resources plc and
Non-Executive Chairman of Tertiary Minerals plc.
During the year the Company charged costs of £177,675 (2024: £147,718) to
Sunrise Resources plc being shared overheads of £29,685 (2024: £19,045),
costs paid on behalf of Sunrise Resources plc of £57 (2024: £325), staff
salary costs of £70,191 (2024: £66,318) and directors' salary costs of
£77,741 (2024: £62,355), comprising P L Cheetham £77,741 (2024: £62,355).
At the reporting date, Note 11 includes amounts receivable of £64,102 (2024:
£25,958) owed by Sunrise Resources plc.
Shares and warrants held in Sunrise Resources plc by the Company's directors
are as follows:
At 30 September 2025 At 30 September 2024
Shares Share Warrants Warrants Shares Share
number warrants exercise expiry number warrants
number price date number
P L Cheetham* 685,761,926 - - - 381,832,572 80,000,000
D A R McAlister 550,000 - - - 550,000 -
* Includes 5,500,000 shares held by K E Cheetham, wife of P L Cheetham.
Tertiary Minerals (Zambia) Limited (formerly Luangwa Minerals Limited)
Tertiary Minerals (Zambia) Limited is a 96% controlled subsidiary of Tertiary
Minerals plc, incorporated on 28 June 2021. Tertiary Minerals (Zambia) Limited
is fully financed by Tertiary Minerals plc via intercompany loan and capital
contribution, the loan amounted to £311,474, including loan interest of
£34,534 and capital contribution amounted to £804,849. D A R McAlister, a
director of Tertiary Minerals plc, and Dr R W Belcher, a director of Tertiary
Minerals plc, are also directors of Tertiary Minerals (Zambia) Limited.
Copernicus Minerals Limited
Copernicus Minerals Limited is a second-tier subsidiary of Tertiary Minerals
plc (Group Parent Company). 90% of the equity of Copernicus Minerals Limited
is owned by Tertiary Minerals (Zambia) Limited and the 10% non-controlling
interest is not material. The subsidiary is fully financed by the Group Parent
Company via capital contribution, which amounted to £355,999 and the deferred
exploration assets held by the second-tier subsidiary are £384,449. The net
assets amount to £348,009 and the loss for the year was £7,131. P L
Cheetham, a director of Tertiary Minerals plc, and Dr R W Belcher, a director
of Tertiary Minerals plc, are also directors of Copernicus Minerals Limited.
A prior period correction was required in respect of the capital contributions
balance recognised on the Company's balance sheet as part of the net
investment in subsidiaries. The correction has been accounted for in
accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates
and Errors. This is disclosed further in Note 22.
Tertiary Gold Limited
Tertiary Gold Limited is a 100% owned subsidiary of Tertiary Minerals plc.
Incorporated in England, United Kingdom. The subsidiary is fully financed by
the Group Parent Company by an Intercompany Loan, which amounted to
£3,217,771 and a debtor balance of £113,630, both of which have been fully
impaired. Tertiary Gold Limited has a 100% owned Branch "Svensk Filial". The
branch was funded by the Group Parent Company through an intercompany loan of
£1,432,536 and a debtor position of £427,131. D A R McAlister, a director of
Tertiary Minerals plc, Dr R W Belcher, a director of Tertiary Minerals plc, P
L Cheetham, a director of Tertiary Minerals plc, and Dr M G Armitage, a
director of Tertiary Minerals plc, are also directors of the Tertiary Gold
Limited.
Tertiary (Middle East) Limited
Tertiary (Middle East) Limited is a 100% owned subsidiary of Tertiary Minerals
plc. Incorporated in England, United Kingdom. The Company is dormant. The
subsidiary is fully financed by the Group Parent Company by an Intercompany
Loan, which amounted to £562,417 and a debtor balance of £126,429. Both of
which have been impaired. D A R McAlister, a director of Tertiary Minerals
plc, and P L Cheetham, a director of Tertiary Minerals plc, are also directors
of the Tertiary (Middle East) Limited.
Tertiary Minerals US Inc.
Tertiary Minerals US Inc. is a 100% owned subsidiary of Tertiary Minerals plc.
Incorporated in the United States of America. The subsidiary is fully financed
by the Group Parent Company by an Intercompany Loan, which amounted to
£3,374,639 including loan interest of £385,449 and a debtor balance of
£26,608. At the reporting date, the parent has impaired the value of the loan
of £2,442,737. P L Cheetham, a director of Tertiary Minerals plc, and Dr R W
Belcher, a director of Tertiary Minerals plc, are also directors of the
Tertiary Minerals US Inc.
18. Capital management
The Group's capital requirements are dictated by its project and overhead
funding requirements. 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, selling assets and
adjusting the amount of dividends paid to the shareholders.
19. Financial instruments
At 30 September 2025, the Group's and the Company's financial assets consisted
of listed investments, trade receivables and cash and cash equivalents. At
the same date, the Group and the Company had financial liabilities of trade
and other payables due within one year. There is no material difference
between the carrying and fair values of the Group and the Company's financial
assets and liabilities.
The carrying amounts for each category of financial instruments 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 155,510 133,248 833,940 797,831
Financial assets at fair value through other comprehensive income 4,940 4,940 10,428 10,428
Financial liabilities at amortised cost 168,071 102,291 124,355 62,730
Risk management
The principal risks faced by the Group and the 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 these risks remain
unchanged.
Liquidity risk
The Group holds cash balances in Sterling, US Dollars and other currencies to
provide funding for exploration and evaluation activity. The Group and the
Company are dependent on equity fundraising through share 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 risk. 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.
Bank and cash balances were held in the following denominations:
Group Company
2025 2024 2025 2024
£ £ £ £
United Kingdom Sterling 60,708 714,251 59,941 712,538
United States Dollar 8,766 60,313 4,997 52,706
Other 1,323 1,183 581 503
70,797 775,747 65,519 765,747
Surplus Sterling funds are placed with NatWest bank on short-term treasury
deposits at variable rates of interest.
The Company and the Group are exposed to changes in exchange rates mainly in
the Sterling value of US Dollar denominated financial assets.
Sensitivity analysis shows that the Sterling value of its US Dollar
denominated financial assets at 30 September 2025 would increase or decrease
by £460 for each 5% increase or decrease in the value of Sterling against the
Dollar.
Neither the Company nor the Group is exposed to material transactional
currency risk.
Interest rate risk
The Group and the Company finance their operations through equity fundraising
and therefore do not carry borrowings.
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.
20. Provisions for liabilities
Group 2025 2024
£ £
Reclamation provision 9,143 11,496
At start of year
Additions 8,055 -
Reduction/reversal (1,000) (1,494)
Exchange adjustments (1,836) (859)
At 30 September 14,362 9,143
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. The
timing of the required reclamation and associated cash outflows is uncertain,
depending upon progress with exploration projects. In some jurisdictions bonds
are payable to the authorities and are carried with other receivables.
21. Post balance sheet events
Placing on 20 October 2025
An issue of 153,846,154 0.01p Ordinary Shares at 0.065p per share, by way of a
share placing for a total consideration of £100,000 before expenses.
Chief Executive Officer ("CEO") Bonus for calendar year ended 31 December
2024
At a meeting held on 7 May 2025, the Remuneration Committee recommended that
the former CEO, Mr Patrick Cheetham, be awarded a bonus equal to 21% of his
2024 salary in respect of the 2024 calendar year (the "2024 Bonus").
Under the existing scheme, a bonus award, if any, will, ordinarily, be for a
total amount of up to an equivalent of 30% of annual salary and will,
ordinarily, be payable in shares (at the then market price, net of employee
income tax & NI). The Remuneration Committee will have the discretion to
recommend that 25% of any bonus is paid in cash. Any shares issued pursuant to
a bonus award will be subject to a hold period of two years, except in the
event that there is a takeover offer for the entire share issued capital of
the Company.
Fifty percent of any discretionary bonus amount will be based on the
Remuneration Committee's assessment of the CEO's performance during the
relevant calendar year in the administration and management of the Company and
its subsidiaries and 50% of any bonus will be assessed against the achievement
in respect of specific short-term target outcomes during the calendar year
where the CEO is able to influence those outcomes. While the bonus assessment
will be focused on short-term targets, medium-term, long-term and
non-timeframe specific targets have and will be set by the Remuneration
Committee reflecting the Company's overarching aims and with the intent that
medium-term and long-term targets will likely become short-term targets over
time.
In extraordinary circumstances, and for transformational outcomes, it is
proposed that the bonus could be increased in any calendar year up to 100% of
salary at the Remuneration Committee's discretion.
At a Board Meeting held on 3 November 2025, it was agreed to award a bonus in
cash, that had originally been approved by the Remuneration Committee in May
2025 to be paid in shares, therefore at the reporting date of 30 September
2025, an accrual has been booked for the outstanding obligation of £41,376,
which includes National Insurance contributions.
Convertible Loan Note
On 7 November 2025, the Company entered into a 3-year unsecured convertible
loan agreement raising £450,000 in two tranches, with existing shareholder
Sanderson Capital Partners Limited. The loan is to expand ongoing exploration
at the Mushima North Silver-Copper-Zinc Project.
The Lender may convert all or any part of the Shareholder Loan into ordinary
shares at any time by giving written notice to the Company at the First
Conversion Price in the first 12 months following the Tranche 2 Drawdown Date;
and thereafter at the lower of (i) 160% of the closing bid price on the last
business day of the twelfth month of the Agreement, or (ii) the closing bid
price of the day prior to the notice to convert.
22. Prior period corrections
The Company accounts for the previous year were restated due to errors in the
accounting treatment for the capital contribution balance for Tertiary
Minerals (Zambia) Limited. The capital contribution balance of £455,694 as at
30 September 2024 had not been capitalised on the balance sheet, instead
having been taken to the profit and loss (£180,693 through reserves from year
ending 30 September 2023). The correction results in a decrease in accumulated
losses and increase in the "Investment in Subsidiaries" line on the balance
sheet as shown on the next page.
Company Statement of Financial Position Company Company Company Company
(as previously (restated) (as previously (restated)
reported) 30 September reported) 30 September
30 September 2024 30 September 2023
2024 £ 2023 £
£ £
Non-current assets
Property, plant & equipment 8,300 8,300 3,234 3,234
Investment in subsidiaries 774,273 1,229,967 661,472 842,165
Other investments 10,428 10,428 16,466 16,466
793,001 1,248,695 681,172 861,865
Current assets
Receivables 55,484 55,484 70,399 70,399
Cash and cash equivalents 765,747 765,747 100,215 100,215
821,231 821,231 170,614 170,614
Current liabilities
Trade and other payables (87,864) (87,864) (54,615) (54,615)
Net current (liabilities)/assets 733,367 733,367 115,999 115,999
Net assets 1,526,368 1,982,062 797,171 977,864
Equity
Called up share capital 367,483 367,483 198,108 198,108
Share premium account 13,760,938 13,760,938 12,599,278 12,599,278
Capital redemption reserve 2,644,061 2,644,061 2,644,061 2,644,061
Merger reserve 131,096 131,096 131,096 131,096
Share option reserve 67,941 67,941 88,562 88,562
Fair value reserve (28,238) (30,738) (22,200) (22,200)
Accumulated losses (15,416,913) (14,958,719) (14,841,734) (14,661,041)
Equity attributable to owners of the parent 1,526,368 1,982,062
797,171 977,864
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