Final Results
For immediate release
29 June 2026
Xtract Resources Plc
("Xtract" or the "Company")
Audited results for the 12 months ended 31 December 2025
The Board of Xtract Resources Plc ("Xtract" or the "Company") announces its audited financial results for the 12 months ended 31 December 2025. The 2025 Audited Annual Report and Accounts ("Accounts") are in the process of being posted to shareholders and will be available together with this announcement on the Company's website www.xtractresources.com.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").The person who arranged the release of this announcement on behalf of the Company was Joel Silberstein, Director.
Enquiries:
Xtract Resources Plc
Colin Bird, Executive Chairman
+44 (0) 203 416 6471
Beaumont Cornish (Nominated Adviser)
Roland Cornish / Michael Cornish / Felicity Geidt
+44 (0) 207 628 3396
Email: corpfin@b-cornish.co.uk
Albr Capital (Joint Broker)
Shard Capital Partners (Joint Broker)
Jon Bellis/Colin Rowbury
Gareth Burchell / Damon Heath
+44 (0)207 469 0930
+44 (0) 207 186 9951
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.
Corporate & Operational highlights - 2025
· The year was marked by a step change into antimony exploration and mine development in Morocco with local Moroccan project partner Wildstone
· Significant developments on the Antimony licences include the acquisition of the historical Amghas and Ighoud mines and the granting of a new mining licence at Amghas, offering rapid mine development potential
· Exploration and mine clearing at Amghas identified high-grade antimony mineralisation (including up to 15-40% Sb) amenable to preliminary gravity-processing whilst a larger flotation plant is developed
· Licence wide exploration at Amghas identified several high-priority zones, including vein systems that extend beyond the immediate historic workings, and in some places extend between other known historical workings, spanning several km of strike
· Significant progress was made towards near-term production at Amghas post year-end, including the upgrade and relocation of Wildstone's existing gravity plant
· A first and second phase of drilling was successful in identifying significant extensions to the high-grade copper-silver mineralisation present at the historic Silverking Cu-Ag deposit in Zambia
· Consistent intervals of high-grade copper mineralisation were returned at Silverking over downhole widths of up to 25m, whilst the surface expression of mineralisation tripled to over 260m. Additional visible copper mineralisation was identified in the nearby Kopje prospect, a priority target for follow up work
· Surface exploration work and scout exploratory drilling completed at the Western Foreland project identified the presence of prospective basin architecture that hosts mineralisation elsewhere in the region, however it was concluded that advancement of the project would require substantial follow-up work
· Following a strategic review of exploration priorities and resource allocation, a decision was made post year-end to relinquish the Chilibwe and Western Foreland licences, enabling the Company to concentrate on higher-priority assets
· Total of £2 million (before expenses) raised through an equity placing
Financial highlights
· Cash of £2.29m (2024: £2.17m)
· Net assets of £17.72m (2024: £18.37m)
· Administrative and operating expenses of £2.19m (2024: £1.38m)
Chairman's Statement
Dear Shareholder,
The year under review has been very active and to a certain degree transformational. The transformation being conversion from greenfield and brownfield project into development and production. Of considerable note is our entry into Morocco with a view to explore and mine for antimony and possibly tungsten. The entry was by way of a 50% initial shareholding for US$0.5 million in Wildstone SARL, a Moroccan based minerals and exploration development company. Morocco is a recognised mining jurisdiction, hosting large- and small-scale multi-commodity mines and exploration projects. We have increased our initial shareholding from 50% to 80% and acquired a mine known as the Amghas mine, which has multi entries and exposures of antimony.
Post balance sheet, the Company elected to build a gravity separation plant at mine site and produce a antimony concentrate between 15-20%. A mining licence was received in June 2026 and the Company has applied for a mineral processing licence and on receipt, intend to build a full flotation facility to produce high grade antimony concentrates.
We are very pleased with our Wildstone acquisition and feel we have the potential to make significant impact on the antimony market.
We announced in early February 2026, that we would partner with Oval Mining in the Mumbwa district of Zambia to develop the Silverking mining licence. The Company elected to buy a 35% interest in the project for US$1.5 million recognising previous expenditure by Oval Mining. The investment has been made and the mine is now at a stage with a sulphide plant is operational and ready to receive feed. We have undertaken four blasts, which are near surface and contain more oxide than sulphide. The oxide will be processed at a nearby plant on a raw ore grade basis. The next blast is expected to produce sulphides that will be processed at our own plant, with the oxides continuing to the nearby oxide plant.
Detailed planning has taken place and we have decided to develop a ramp to the 140m below surface level, leaving a crown pillar between the open pit and the underground mine. The underground mine will target the exceptionally high sulphide mineralisation, towards the expiration of the open pit mine life, thus continuing continuity of operations.
The Silverking exploration continued during the year with reconnaissance on a number of targets producing favourable results, which will be followed up on completion of geophysical evaluation.
Exploration on the Western Foreland continued with mapping, geophysical interpretation and some reconnaissance drilling, which confirmed the general Western Foreland architecture, however the Company has decided not to proceed with any further exploration and has therefore now decided to impair all costs relating to the project.
The copper price has advanced quite remarkably during the period and particularly since then in the current year. The copper price is now in the region of US$13,000 per tonne and is forecast to go even higher, based more on shortage of supply than actually physical demand. Similarly, the investment climate has warmed slightly to smaller capitalised companies and thus companies are able to make real advances on their projects. Geo-political tension during the period has worsened to the point of two active wars and a number of threatened wars. The effect is being compounded by US policy on tariffs, which is a rapidly changing scenario, often difficult to understand and even more difficult to predict. We believe that tariffs, supply manipulation and geo-political uncertainties will not affect an overwhelming demand for copper, but may affect the supply side in terms of large company commitment to certain regions of the world and certain regions being not receptive to new investment sources.
Quite surprisingly, the world has settled down to what I believe is a more dangerous geo-political risk situation since World War II. This can either be "heads in the sand" or tolerance and expectation of better times. Either way, markets continue to reach new highs and investor confidence, particularly in the US, is at an all-time high.
In this very uncertain world, I would like to thank my fellow directors, colleagues and partners for all their efforts and I look forward to a more balanced and settled environment in which to develop our operations.
Colin Bird
Executive Chairman
26 June 2026
Consolidated Income Statement
For the year ended 31 December 2025
Note
Year ended
31 December
2025
£'000
Year ended
31 December
2024
£'000
Continuing operations
Other operating income
-
4
Operating and administrative expenses
Direct operating
(6)
(2)
Other operating
(351)
(237)
Administration
(1,317)
(1,141)
Impairment of other financial assets
(524)
-
Project expenses
(2,198)
(36)
(1,380)
(30)
Operating loss
(2,234)
(1,406)
Other gains and (losses)
82
620
Finance (cost)/income
9
252
367
(Loss) before tax
5
(1,900)
(419)
Taxation
10
(139)
(395)
(Loss) from continuing operations
(2,039)
(814)
Discontinued operations
Profit/(loss) from discontinued operations
-
(48)
Profit/loss) for the year
(2,039)
(862)
Attributable to:
Owners of the Company
(2,016)
(862)
Non-Controlling Interest
(23)
-
Net (loss) per share
Basic and diluted earnings per share loss from continuing operations attributable to owners of the Company (pence)
11
(0.23)
(0.09)
Basic and diluted earnings per share loss attributable to owners of the Company (pence)
11
(0.00)
(0.01)
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Group
Year ended
31 December
2025
£'000
Year ended
31 December
2024
£'000
Profit/(Loss) for the year
(2,016)
(862)
Other comprehensive income:
Items that may be reclassified subsequently to profit and loss
-
-
Exchange differences on translation of foreign operations
(669)
(651)
Other comprehensive (loss)/income for the year
(2,685)
(1,513)
Total comprehensive (loss)/income for the year
(2,685)
(1,513)
Attributable to:
Equity holders of the parent
(2,685)
(1,513)
Consolidated and Company Statements of Financial Position
As at 31 December 2025
Group
Company
Note
As at
31 December
2025
£'000
As at
31 December
2024
£'000
As at
31 December
2025
£'000
As at
31 December
2024
£'000
Non-current assets
Intangible assets
13
9,174
7,596
951
12
Property, plant & equipment
14
191
40
17
-
Loans to group companies
-
-
8,252
7,647
Investment in subsidiary
15
-
-
1,754
1,291
Other financial assets
16
4,129
6,910
4,129
6,910
13,494
14,546
15,103
15,860
Current assets
Trade and other receivables
17
213
148
148
135
Other financial assets
16
2,431
2,341
2,431
2,341
Loans to group companies
-
-
-
-
Cash and cash equivalents
2,293
2,170
2,229
2,157
4,937
4,659
4,808
4,633
Non-current assets held for sale and assets of disposal groups
-
-
-
-
Total assets
18,431
19,205
19,911
20,493
Current liabilities
Trade and other payables
19
386
437
151
197
Other loans
19
-
-
-
-
Current tax payable
19
321
395
314
395
707
832
465
592
Liabilities of disposal groups
-
-
-
-
Net current assets/(liabilities)
4,230
3,827
4,343
4,041
Non-current liabilities
Environmental rehabilitation provision
-
-
-
-
Loans from group companies
19
-
-
11,628
11,630
Total liabilities
707
832
12,093
12,222
Net assets
17,724
18,373
7,818
8,271
Equity
Share capital
20
5,042
4,975
5,042
4,975
Share premium account
73,730
71,978
73,730
71,978
Warrant reserve
23
65
-
65
-
Share-based payments reserve
23
2,010
2,007
2,010
2,007
Fair Value reserve
Non-Controlling Interest
21
(30)
-
-
-
Foreign currency translation reserve
21
(1,100)
(431)
-
-
Accumulated losses
(61,993)
(60,156)
(73,029)
(70,689)
Equity attributable to equity
holders of the parent
17,724
18,373
7,818
8,271
Total equity
17,724
18,373
7,818
8,271
The financial statements of Xtract Resources Plc, registered number 5267047, were approved by the Board of Directors and authorised for issue. As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year is disclosed in Note 3. It was signed on behalf of the Company by:
Joel Silberstein
Director
26 June 2026
Consolidated Statement of Changes in Equity
Group
Note
Share Capital
£'000
Share premium account
£'000
Warrant reserve
£'000
Share based payments reserve
£'000
Non-controlling interest
£'000
Foreign currency translation reserve £'000
Accumu-lated losses
£'000
Total Equity
£'000
As at 1 January 2024
As at 31 December 2016
4,975
3,355
71,978
-
2,106
-
-
220
(59,393)
19,886
Comprehensive income
Comprehensive income
Profit for the year
-
-
-
-
-
-
(862)
(862)
Forex currency translation
differences
-
-
-
-
-
(651)
-
(651)
Total comprehensive
Total comprehensive
income for the year
-
-
-
-
-
(651)
(862)
(1,513)
Transactions with owners
Issue of shares
Issue of shares
20
-
-
-
-
-
-
-
-
Share issue costs
-
-
-
-
-
-
-
-
Expiry of share options
23
-
-
-
(99)
-
-
99
-
Expiry of warrants
23
-
-
-
-
-
-
-
-
Exercise of warrants
23
-
-
-
-
-
-
-
-
As at 31 December 2024
As at 31 December 2016
4,975
4,955
71,978
-
2,007
-
-
(431)
(60,156)
18,373
Comprehensive income
Comprehensive income
Loss for the year
-
-
-
-
-
-
(2,016)
(2,016)
Forex currency
translation difference
-
-
-
-
-
(669)
-
(669)
Total comprehensive
Total comprehensive
income for the year
-
-
-
-
-
(669)
(2,016)
(2,685)
Transactions with owners
Issue of shares
Issue of shares
20
67
1,933
-
-
-
-
-
2,000
Share issue costs
-
(116)
-
-
-
-
-
(116)
Issue oof share options
23
-
-
-
182
-
-
-
182
Expiry of share options
23
-
-
-
(179)
-
-
179
-
Issue of warrants
-
(65)
65
-
-
-
-
-
Non-controlling interest
-
-
-
-
(30)
-
-
(30)
As at 31 December 2025
As at 31 December 2016
5,042
4,955
73,730
65
2,010
(30)
-
(1,100)
(61,993)
17,724
Statement of Changes in Equity
Company
Note
Share Capital
£'000
Share premium account
£'000
Warrant reserve
£'000
Share based payments reserve
£'000
Fair value reserve
£'000
Foreign currency translation reserve £'000
Accumu-lated losses
£'000
Total Equity
£'000
As at 1 January 2024
4,975
71,978
-
2,106
-
-
(69,821)
9,238
Other Comprehensive income
Other Comprehensive income
Loss for the period
-
-
-
-
-
-
(967)
(967)
Other comprehensive income
-
-
-
-
-
-
-
-
Total comprehensive
Total comprehensive
income for the year
-
-
-
-
-
-
(967)
(967)
Issue of shares
Issue of shares
20
-
-
-
-
-
-
-
-
Share issue costs
-
-
-
-
-
-
-
-
Expiry of share options
23
-
-
-
(99)
-
-
99
Expiry of warrants
23
-
-
-
-
-
-
-
-
Exercise of warrants
23
-
-
-
-
-
-
-
-
As at 31 December 2024
As at 31 December 2016
4,975
71,978
-
2,007
-
-
(70,689)
8,271
Other Comprehensive income
Other Comprehensive income
Loss for the period
-
-
-
-
-
-
(2,519)
(2,519)
Other comprehensive income
-
-
-
-
-
-
-
-
Total comprehensive
Total comprehensive
income for the year
-
-
-
-
-
-
(2,519)
(2,519)
Issue of shares
Issue of shares
20
67
1,933
-
-
-
-
-
2,000
Share issue costs
-
(116)
-
-
-
-
-
(116)
Issue of share options
-
-
-
182
-
-
-
182
Expiry of share options
23
-
-
-
(179)
-
-
179
-
Expiry of warrants
23
-
-
-
-
-
-
-
-
Issue of warrants
-
(65)
65
-
-
-
-
-
As at 31 December 2025
As at 31 December 2017
5,042
73,730
65
2,010
-
-
(73,029)
7,818
Consolidated and Company Cash Flow Statement
Group
Company
Note
Year ended
31 December
2025
£'000
Year ended
31 December
2024
£'000
Year ended
31 December
2025
£'000
Year ended
31 December
2024
£'000
Net cash generated from/(used in) operating activities
20
(1,597)
(413)
(1,688)
(737)
Investing activities
Receipts from Manica sale
-
2,344
-
2,344
Purchase of financial assets
1,906
(411)
1,906
(411)
Movement in investments
(336)
-
(463)
-
Acquisition of subsidiary undertaking
-
-
-
-
Acquisition of intangible fixed assets
(982)
-
(939)
-
Acquisition of tangible fixed assets
(53)
-
(22)
-
Loans advanced to group companies
-
-
(607)
363
Net cash used in investing activities
535
1,933
(125)
2,296
Financing activities
Proceeds on issue of shares
1,884
-
1,884
-
Repayment of loans from group companies
-
-
-
40
Proceeds from borrowings
-
(50)
-
(50)
Net cash from financing activities
1,884
(50)
1,884
(10)
Net increase/(decrease) in cash and cash equivalents
822
1,470
71
1,549
Cash and cash equivalents at beginning of year
2,170
630
2,158
608
Effect of foreign exchange rate changes
(699)
70
-
-
Cash and cash equivalents at end of year
2,293
2,170
2,229
2,157
Significant Non Cash movements
Notes to the Financial Statements
The financial information set out in this announcement does not constitute the Company's statutory financial statements and is derived from the financial statements for the year ended 31 December 2025 and period ended 31 December 2024.
Financial statements for the year ended 31 December 2025 and period ended 31 December 2024 will be delivered in due course. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2025.
Whilst the financial statements from which this preliminary announcement has been derived are prepared in accordance with International Financial Reporting Standards ("IFRS") and applicable law, this announcement does not itself contain sufficient information to comply with IFRS. The Annual Report, containing full financial statements that comply with IFRS, are in the process of being sent out to shareholders.
Selected notes from the financial statements are set out below without amendment to the note reference. The full notes are contained in the Audited Annual Report and Accounts
1. General information
Xtract Resources Plc is a Public Company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 1st Floor,24 Ives Street, London, SW3 2ND. The nature of the Group's operations and its principal activities are set out in the Strategic Report on pages 4 to 18.
The financial statements are presented in pounds sterling (£) which is the functional currency of the Company Foreign operations are included in accordance with the policies set out in note 3. These annual financial statements were approved by the board of directors on 26 June 2026.
2. Adoption of new and revised Standards
Basis of accounting
The consolidated annual financial statements have been prepared in accordance with UK-adopted international accounting standards and in conformity with the Companies Act 2006. The consolidated annual financial statements have been prepared on the historical cost basis, as modified by financial assets measured at fair value through other comprehensive income. The principal accounting policies are set out below.
On 31 December 2020 IFRS as adopted by the European Union were brought into UK law and became UK-adopted international accounting standards with future changes being subject to endorsement by the UK Endorsement Board.
The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" ('FRS 101') and the requirements of the Companies Act 2006. The Company will continue to prepare its financial statements in accordance with FRS 101 on an ongoing basis until such time as it notifies shareholders of any change to its chosen accounting framework.
In accordance with FRS 101, the Company has taken advantage of the following exemptions:
• Requirements of IAS 24, 'Related Party Disclosures' to disclose related party transactions entered into between two or more members of a group
• the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets
• the requirements of IFRS 7 Financial Instruments: Disclosures
• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements
• the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
New and amended standards adopted by the Group
The most significant new standards and interpretations adopted, none of which are considered material to the Group, are as follows:
Amended standards applicable for annual periods beginning in 2025
Title
Key effects
Mandatory application date
1.
Amendments to IFRS 21 -
Lack of Exchangeability
Requires a consistent approach to assessing whether a currency is exchangeable and, when it is not, to determining the exchange rate to use and the disclosures to provide.
Annual periods beginning on or after 1 January 2025.
2.
Amendments to the SASB standards to enhance their international applicability
Remove and replace jurisdiction-specific references and definitions in the SASB standards, without substantially altering industries, topics or metrics.
Annual periods beginning on or after 1 January 2025.
(1) This amendment was originally issued with an effective date of 1 January 2025. This was subsequently amended to 1 January 2025. The original amendment was then updated and its mandatory date deferred until 1 January 2025 by the Amendments to IAS 1 - Non-current Liabilities with Covenants.
New standards and interpretations not yet adopted
Unless material the Group does not adopt new accounting, standards and interpretations which have been published and that are not mandatory for 31 December 2025 reporting periods.
No new standards or interpretations issued by the International Accounting Standards Board ('IASB') or the IFRS Interpretations Committee ('IFRIC') have led to any material changes in the Company's accounting policies or disclosures during each reporting period.
The most significant new standards and interpretations to be adopted in the future are as follows:
New and amended standards applicable for annual periods beginning on 1 January 2025 and beyond
Title
Key effects
Mandatory application date
3.
Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments
Clarifies how contractual cash flows on financial assets with environmental, social and governance (ESG) and similar features should be assessed when determining if they are consistent with a basic lending arrangement and, hence, whether they are measured at amortised cost or fair value. Clarifies the date on which a financial asset or financial liability can be derecognised when settlement
is via an electronic cash transfer. Requires additional disclosures for certain equity investments and financial investments with contingent features.
Annual periods beginning on or after 1 January 2026.
4.
Annual Improvements to IFRS Accounting Standards - Volume 114
Minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash Flows.
Annual periods beginning on or after 1 January 2026.
5.
IFRS 18 Presentation and Disclosure in Financial Statements4
Introduces new requirements for classification of income and expenses in specified categories and presentation of defined subtotals in the statement of profit or loss, enhanced guidance and requirements for more useful aggregation and disaggregation of information in the primary financial statements and in the notes; and additional disclosures about management-defined performance measures related to the statement of profit or loss. Supersedes IAS 1 Presentation of Financial Statements.
Annual periods beginning on or after 1 January 2027.
6.
IFRS 19 Subsidiaries without Public Accountability: Disclosures4
Permits eligible subsidiaries to use IFRS Accounting Standards with reduced disclosure requirements in their consolidated, separate or individual financial statements.
Effective date (use of standard is optional): annual periods beginning on or after 1 January 2027.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
The directors are evaluating the impact that these standards will have on the financial statements of the Group.
3. Significant accounting policies
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and entities controlled by the Company (its subsidiaries). These consolidated financial statements are made up for the year ended 31 December 2025.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Business combinations
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquire and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquire on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant IFRSs. Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.
Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are re-measured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 as amended, are recognised at their fair value at the acquisition date.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year.
Going concern
The operations of the Group have been financed through operating cash flows as well as through funds which have previously been raised from shareholders. As at 31 December 2025, the Group held cash balances of £2.29 million, and an operating profit has been reported.
On 24 January 2024, the Company announced that it had agreed terms for the disposal of the Manica Gold Project with its Mozambique partner, MMP. The Share Purchase Agreement in relation to the sale by the Company of its entire interests in the project for a consideration of up to US$15 million in cash in regular staged payments by the Buyers over the period to 1 March 2027. On 24 February 2025, the Company announced that they had agreed with MMP, and parties related to MMP, to reschedule the US$3 million balloon payment due on or before 1 March 2027 as well as the additional deferred payments connected with the decision to build a sulphide orebody plant both as set out in the share purchase agreement. The rescheduling of the balloon and deferred payments does not affect the total amount due to be paid by the Buyers, which remains unchanged. To date, the Company has received all of the consideration due to be paid by the Buyers amounting to US$7.50 million in aggregate.
The Directors anticipate net operating cash inflows for the Group for the next twelve months from the date of signing these financial statements.
The Directors have assessed the working capital requirements for the forthcoming twelve months and have undertaken assessments which have considered different scenarios based on exploration spend on its exploration projects in Zambia, Australia and Morocco until June 2027.
Upon reviewing those cash flow projections for the forthcoming twelve months, the directors consider that the Company is not likely to require additional financial resources in the twelve-month period from the date of approval of these financial statements to enable the Company to fund its current operations and to meet its commitments. The Group will continue to monitor corporate overhead costs on an ongoing basis.
The Directors therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Parent-only income statement
Xtract Resources Plc has not presented its own income statement as permitted by section 408 of the Companies Act 2006. The loss for the year ended 31 December 2025 was £2,519k (2024: loss £967k).
Foreign currencies
The individual financial statements of each Group Company are maintained in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group Company are expressed in Pound Sterling, which is the functional currency of the Company, and the presentational currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Foreign currency differences arising on retranslation into an entity's functional currency are recognised in profit and loss.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.
On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. The Group has elected to treat goodwill and fair value adjustments arising on acquisitions before the date of transition to IFRSs as Sterling denominated assets and liabilities.
Taxation
The tax expense comprises current and deferred tax.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Intangible assets
Land acquisition rights and mine development costs
The costs of land acquisition rights in respect of mining projects and mine development are capitalised as intangible assets. These costs are amortised over the expected life of mine to their residual values using the units-of-production method using estimated proven and probable mineral reserves.
Intangible exploration and evaluation expenditure assets
The costs of exploration properties and leases, which include the cost of acquiring prospective properties and exploration rights, are capitalised as intangible assets. Exploration and evaluation expenditure is capitalised within exploration and evaluation properties until such time that the activities have reached a stage which permits a reasonable assessment of the existence of commercially exploitable reserves. Once the Company has determined the existence of commercially exploitable reserves and the Company decides to proceed with the project, the full carrying value is transferred from exploration and development costs to mining development. Capitalised exploration and evaluation expenditure is assessed for impairment in accordance with the indicators of impairment as set out in IFRS 6 Exploration for and Evaluation of Mineral Reserves. In circumstances where a property is abandoned, the cumulative capitalised costs relating to the property are written off in the year. Capitalised exploration costs are not amortised.
Property, plant and equipment
Tangible fixed assets represent mining plant and equipment, office and computer equipment and are recorded at cost, net of accumulated depreciation. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation of each asset on a straight-line basis over its expected useful life, which is calculated on either a fixed period or the expected life of mine using the unit of production method, as appropriate.
The average life in years is estimated as follows:
Office and computer equipment 3-10
Plant and machinery 7-15
Until they are brought into use, fixed assets and equipment to be installed are included within assets under construction and are not depreciated.
The cost of maintenance, repairs and replacement of minor items of tangible fixed assets are charged to the income statement as incurred. Renewals and asset improvements are capitalised. Upon sale or retirement of tangible fixed assets, the cost and related accumulated depreciation are eliminated from the financial statements. Any resulting gains or losses are included in the income statement.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalue amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Financial instruments
Classification
The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other financial assets at amortised cost, at fair value through other comprehensive income. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair value. The group holds the trade receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.
Fair values of trade receivables
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
Other financial assets at amortised cost
Classification of financial assets at amortised cost
The group and parent company classify its financial assets as at amortised cost only if both of the following criteria are met:
the asset is held within a business model whose objective is to collect the contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of principle and interest.
Other receivables
These amounts generally arise from transactions outside the usual operating activities of the group. Interest could be charged at commercial rates where the terms of repayment exceed six months. Collateral is not normally obtained. The non-current other receivables are due and repayable within three years from the end of the reporting period.
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value.
Financial assets at fair value through other comprehensive income
Classification of financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income (FVOCI) comprise an investment held. These are carried in the statement of financial position at fair value. Subsequent to initial recognition, changes in fair value are recognised in the statement of other comprehensive income.
Financial liabilities
Trade and other payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.
Loans to/(from) Group companies
These include loans to and from subsidiaries are recognised initially at fair value plus direct transaction costs.Loans to Group companies are classified as financial assets at amortised cost. Loans from Group companies are classified as financial liabilities measured at amortised cost.
Inter-company loans are interest bearing.
Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less.
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.
Inventory
All inventories are valued at the lower cost of operations and net realisable value. Net Realisable value is the estimated future sales price of the product the Company is expected to realise after the product is processed and sold less costs to bring the product to sale. Where inventories have been written down to net realisable value, a new assessment is made in the following period. In instances where there has been change in circumstances which demonstrates an increase in the net realisable value, the amount written down will be reversed.
Share-based payments
Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in equity is recognised if the goods or services were received in an equity- settled share-based payment transaction or a liability if the goods or services were acquired in a cash-settled share- based payment transaction.
When the goods or services received or acquired in a share-based payment transaction do not qualify for recognition as assets, they are recognised as expenses.
For equity-settled share-based payment transactions the goods or services received and the corresponding increase in equity are measured, directly, at the fair value of the goods or services received provided that the fair value can be estimated reliably.
If the fair value of the goods or services received cannot be estimated reliably, or if the services received are employee services, their value and the corresponding increase in equity, are measured, indirectly, by reference to the fair value of the equity instruments granted.
Vesting conditions, which are not market, related (i.e. service conditions and non-market related performance conditions) are not taken into consideration when determining the fair value of the equity instruments granted. Instead, vesting conditions which are not market related shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Market conditions, such as a target share price, are taken into account when estimating the fair value of the equity instruments granted. The number of equity instruments are not adjusted to reflect equity instruments which are not expected to vest or do not vest because the market condition is not achieved.
If the share-based payments granted do not vest until the counterparty completes a specified period of service, Group accounts for those services as they are rendered by the counterparty during the vesting period, (or on a straight-line basis over the vesting period).
If the share-based payments vest immediately the services received are recognised in full.
Employee benefits
Short-term employee benefits
The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted.
The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non- accumulating absences, when the absence occurs.
The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.
Share-capital and equity
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Share Capital
Share capital represents the amount subscribed for shares at nominal value.
Share Premium
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Share-Based Payment Reserve
The share-based payment reserve represents the cumulative amount which has been expensed in the statement of comprehensive income in connection with share-based payments, less any amounts transferred to retained earnings on the exercise of share options.
Warrant Reserve
The warrant reserve presents the proceeds from the issuance of warrants, net of issue costs. The warrant reserve is non-distributable and will be transferred to the share premium account upon exercise of the warrants.
Finance Income
Finance income comprises interest income. Interest income is recognised as it accrues in profit or loss, using the effective interest method.
Revenue recognition
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and sales tax or duty. A receivable is recognised when the goods are delivered, since this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Chairman who is responsible for allocating resources and assessing performance of the operating segments.
Discontinued operation
A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:
• represents a separate major line of business or geographic area of operations
• is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
• is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale.
When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is represented as if the operation had been discontinued from the start of the comparative year.
6. Expenses by nature
Profit/(loss) from continuing operations and discontinued operations for the year has been arrived at after charging the following under administrative and operating expenses:
Year ended
31 December 2025
Year ended
31 December 2024
Note
£'000
£'000
Depreciation of property, plant and equipment
14
24
-
Amortisation of intangible fixed assets
13
-
-
Inventory
-
-
-
Auditors remuneration
7
25
25
Directors remuneration
8
368
276
Share-based payments expense (non-directors)
-
81
-
11. (Loss) per share
The calculation of the basic and diluted earnings per share is based on the following data:
Year ended
31 December
Year ended
31 December
2025
Pence
2024
Pence
Loss per share
(0.23)
(0,10)
- From continuing operations
(0.23)
(0.09)
- From discontinued operations
-
(0,01)
Total
(0.23)
(0,10)
Profit/(Loss) for the purposes of basic and diluted earnings per share
(EPS) being:
£'000
£'000
Net Profit/(loss) for the year attributable to equity holders of the parent
- From continuing operations
(2,016)
(814)
- From discontinued operations
-
(84)
Total
(2,016)
(862)
2025
Number of shares
2024
Number of shares
Weighted average number of ordinary shares for purposes of basic EPS
887,425,343
856,375,115
Effect of dilutive potential ordinary shares-options and warrants
-
-
Weighted average number of ordinary shares for purposes of diluted EPS
887,425,343
856,375,115
In accordance with IAS 33, the share options and warrants do not have a dilutive impact on earnings per share, which are set out in the consolidated income statement.
16. Other Financial Assets
Fair value through other comprehensive income
Group Company
As at 31
December
As at 31
December
As at 31 December
As at 31 December
2025
£'000
2024
£'000
2025
£'000
2024
£'000
Non-Current Assets
Cemos
-
-
-
-
Silverking Project
-
57
-
57
Chilibwe
-
138
-
138
Western Foreland - Zambia
-
215
-
215
Manica disposal - receivable
4,129
6,500
4,129
6,500
4,129
6,910
4,129
6,910
Current Assets
Manica disposal - receivable
Copperbelt Dump material
2,208
223
2,341
-
2,208
223
2,341
-
2,431
2,341
2,431
2,341
Non-Current Assets
Group
31 December 2025
Opening Amount
£'000
Additions
£'000
Transfers
£'000
Impairment
£'000
Closing Amount
£'000
Cemos
-
-
-
-
-
Silverking Project
57
845
(902)
-
-
Chilibwe
138
97
-
(235)
-
Western Foreland - Zambia
215
73
-
(288)
-
Manica disposal - receivable
6,500
-
(2,371)
-
4,129
Total
6,910
1,015
(3,273)
(523)
4,129
Company
31 December 2025
Opening Amount
£'000
Additions
£'000
Transfers
£'000
Impairment £'000
Closing Amount
£'000
Cemos
-
-
-
-
-
Silverking Project
57
845
(902)
-
-
Chilibwe
138
97
-
(235)
-
Western Foreland - Zambia
215
73
-
(288)
-
Manica disposal - receivable
6,500
-
(2,371)
-
4,129
Total
6,910
1,015
(3,273)
(523)
4,129
Group
31 December 2024
Opening Amount
£'000
Additions
£'000
Transfers
£'000
Impairment
£'000
Closing Amount
£'000
Cemos
-
-
-
-
-
Silverking Project
-
57
-
-
57
Chilibwe
-
138
-
-
138
Western Foreland - Zambia
-
215
-
-
215
Manica disposal - receivable
-
6,500
-
-
6,500
Total
-
6,910
-
-
6,910
Company
31 December 2024
Opening Amount
£'000
Additions
£'000
Transfers
£'000
Impairment
£'000
Closing Amount
£'000
Cemos
-
-
-
-
-
Silverking Project
-
57
-
-
272
Chilibwe
-
138
-
-
138
Western Foreland - Zambia
-
215
-
-
215
Manica disposal - receivable
-
6,500
-
-
6,500
Total
-
6,910
-
-
6,910
Current Assets
Group & Company
31 December 2025
Opening Amount
£'000
Additions
£'000
Transfers
£'000
Payments
£'000
Closing Amount
£'000
Manica disposal - receivable
2,341
-
2,310
(2,443)
2,208
Copperbelt Dump Material
-
233
-
-
233
Total
2,341
233
2,310
(2,443)
2,441
Group & Company
31 December 2024
Carrying amount
£'000
Additions
£'000
Transfers
£'000
Payments
£'000
Closing
Amount
£'000
Manica disposal - receivable
-
2,341
-
-
2,341
Total
-
2,341
-
-
2,341
Cemos Group Plc
The Company holds 2,371,365 shares in the above non-listed entity which management have valued at £Nil (2023: £Nil). An additional 1.5 million shares would be issued to the Company if, the entity listed on any Stock Exchange or other market shares in a non-listed entity. Management assessed financial and other information available to them decided to impair their investment in December 2015. There is no active share market on which the shares can be traded management feel that it is unlikely that the entity will achieve a listing which would enable the Company to realise value from their investment.
Silverking Project
In April 2024, the Company entered into a joint venture agreement with Cooperlemon in relation to the Silverking Project and Licence. Under the joint venture agreement the Company agreed the following key terms:
The Company has an option period of 18 months to earn an initial 51% in the Licence provided it spends US$0.5 million in exploration over the period. The joint venture will then be formally established between the Company and Cooperlemon. The Company may withdraw at any time during the option period but will lose its right to earn 51% in the Licence. On completion of the earn in period, or as such other time as the Company has spent US$0.5 million, and the Company may then advise Cooperlemon of its intention to increase its interest in the Licence to 70% by agreeing to spend a further US$1 million over two years on exploration and development of the Licence, subject to Cooperlemon's right to maintain its interest in the Licence through an option to earn back up to 70% by participating in such ongoing expenditure.
Chilibwe Project
In October 2024 the Company entered into an exclusive collaboration agreement with Chilibwe Mining Limited ("Chilibwe") in relation to large scale exploration licence 22118-HQ-LEL in Zambia (the" Licence"). The Company will earn a 25% shareholding in Chilibwe Mining and/or 25% interest in the Project by preparing a work programme and budget for the exploration and development of the Licence and assisting in obtaining funding for the Project. As at 31 December 2025, the Company impaired £235K of costs incurred on the Chilibwe licence.
Western Forland - Zambia
In August 2023,the Company entered into a joint venture with Cooperlemon Consultancy to explore two large-scale exploration licences; 29123-HQ-LEL and 30459-HQ-LEL. In May 2024, three additional licences, 21850-HQ-LEL, 21851-HQ-LEL & 30458-HQ-LEL, were added to the agreement, bringing the total to five licences. As part of the agreement, the Company committed an initial investment of US$3.5 million to fund the first phase of exploration across all 5 licences. This investment aimed to earn the Company a 65% interest in the project.
The project comprises five large scale exploration licences totalling 173,586 Ha across the prospective Western Foreland and Fold & Thrust Belt geological districts of Northwestern Zambia, collectively known as the Western Foreland.
In June 2026, the Directors undertook an assessment of the following areas and circumstances that could indicate the existence of impairment:
• The Group's right to explore in an area has expired, or will expire in the near future without renewal;
• No further exploration or evaluation is planned or budgeted for;
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; or
• Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
The Company considered the above assessment of impairment. As the 31 December 2025, the Company decided to impair
£287K of cost incurred on the Western Foreland to date.
Copperbelt Dump Material
In February 2025, the Company announced that it had agreed to purchase dump material and to conduct trial work testing and evaluation of the material from sites in Zambia. The Company had agreed to pay the seller US$300,000 in cash to for the material valued at US$1.15 per tonne, to be sourced from the seller's sites in Zambia and to be removed from the site by the Company. The seller remains liable for and shall pay any statutory royalties or any other duties or charges due to the relevant authorities on the sale of any material to the Company.
Disposal of the Manica Gold Project
In January 2024, the Company announced that it had agreed with its Mozambique partner, MMP, and parties related to MMP terms for the disposal of the Manica Gold Project. The terms agreed were as follows:
The Share Purchase Agreement
The Company agreed to sell its 23% net profit share interest in the Manica Gold Project (by way of a sale of the entire issued share capital of Mistral) to the Buyers for a consideration of up to US$15 million in cash in regular staged payments by the Buyers over the period to 1 March 2027.
On 24 February 2024, the Company announced that it had completed the disposal of the Manica Gold Project.
In February 2025 the Company announced that they had agreed with MMP, and parties related to MMP, to reschedule the US$3 million balloon payment due on or before 1 March 2027 as well as the additional deferred payments connected with the decision to build a sulphide orebody plant both as set out in the share purchase agreement. The rescheduling of the balloon and deferred payments to 2027 and 2028, does not affect the total amount due to be paid by the Buyers, which remains unchanged.
Fair value hierarchy of financial assets at fair value through other comprehensive income.
For financial assets recognised at fair value, disclosure is required of a fair value hierarchy, which reflects the significance of the inputs used to make the measurements.
Level 1 represents those assets, which are measured using unadjusted quoted prices for identical assets.
Level 2 applies inputs other than quoted prices that are observable for the assets either directly (as prices) or indirectly (derived from prices).
Level 3 applies inputs, which are not based on observable market data.
19. Trade and other payables
Current
Group
Company
As at
As at
As at
As at
31 December 2025
31 December 2024
31 December 2025
31 December 2024
£'000
£'000
£'000
£'000
Trade creditors and accruals
383
437
151
197
Other loans
-
-
-
-
Current tax payable
321
395
314
395
707
832
465
592
Non-Current
Group
Company
As at
As at
As at
As at
31 December 2025
31 December 2024
31 December 2025
31 December 2024
£'000
£'000
£'000
£'000
Loans from group companies
-
-
11,628
11,630
-
-
11,628
11,630
27. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
28. Events after the balance sheet date
Silverking Mining Licence Joint Venture
On 3 February 2026, the Company announced that it had entered into an agreement with with Oval Mining Limited ("Oval") the holder of Small Scale Mining Licence 34544-HQ-SML in the Mumbwa District of Zambia (the "Mining Licence") and Cooperlemon Consultancy Limited ("Cooperlemon") to enter into a new joint venture for the development of copper mining operations at the Mining Licence ("Silverking Mining Joint Venture") to produce copper concentrate.
Terms of the Silverking Mining Joint Venture
Consideration: US$0.75 million of the US$1.5 million consideration was paid by Xtract in February 2026 and the balance of US$0.75 million was due by 31 March 2026 which was settled from the Company's existing resources.
Future Funding: The Parties anticipate that any further funding required by the Silverking Mining Joint Venture over and above that already provided to date by Oval, and to be provided by Xtract in accordance with the JV Agreement, shall be raised by the Silverking Mining Joint Venture rather than contributed to by the joint venture Parties.
Distribution of surplus cashflow: Sufficient Funds shall be retained by the Silverking Mining Joint Venture to cover 3 months working capital requirements including but not limited to any taxes due ("Working Capital Provision"). After the Working Capital Provision there shall be a distribution of surplus cash flow on a calendar quarter basis within 30 days of the end of each calendar quarter, unless otherwise agreed by the Mining Committee ("Quarterly Distributions"). 35% of the Quarterly Distribution will be paid to Xtract.
Award of Options
On 25 March 2026, the Company awarded 35,600,000 new options to Directors and a further 44,100,000 new options to employees, consultants and other officers of the Company.
The new options vest in three (3) tranches: (i) One-third vests immediately on award; (ii) one-third vests upon the commencement of production at the Silverking Mine; and (iii) one-third vests on 1 November 2026. The new options have an exercise price of 1.40p per new Ordinary Share. The options will lapse five years after the date of the award, 25 March 2031.
Mining Licence Granted
On 2 June 2026, the Company announced that a mining licence had been granted for the Amghas antimony project in northwest Morocco, marking a major step toward near-term production. In parallel, the Company had begun relocating existing processing plant infrastructure from Casablanca to Amghas, while Wildstone SARL ("Wildstone"), the Company's 80%-owned venture, finalises documentation for a processing permit to install a gravity plant on site.
Qualified Person
In accordance with AIM Note for Mining and Oil & Gas Companies, June 2009 ("Guidance Note"), Colin Bird, CC.ENG, FIMMM, South African and UK Certified Mine Manager and Director of Xtract Resources plc, with more than 40 years experience mainly in hard rock mining, is the qualified person as defined in the Guidance Note of the London Stock Exchange, who has reviewed the technical information contained in this document.
ENDS
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