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GENERAL INFORMATION This financial information is for African Pioneer Plc (\u201cthe Company\u201d) and its subsidiary undertakings. The principal activity of African Pioneer Plc (the \u2018Company\u2019) and its subsidiaries (together the \u2018Group\u2019) is the development of natural resources exploration projects in Sub-Saharan Africa. The Company is a public limited company and was listed on to the Official List (Standard Segment) and commenced trading on the Main Market for listed securities of the London Stock Exchange on 1 June 2021 and is currently listed on the FCA's Official List Equity Shares (transition) Category. The Company is domiciled in the Isle of Man and was incorporated on 20th July 2012 under the Isle of Man Companies Act 2006 with company registration number 00859IV, and with registered address being 19-21 Circular, Douglas, Isle of Man IM1 1AF. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-201": { "value": "a public limited company and was listed on to the Official List (Standard Segment) and commenced trading on the Main Market for listed securities of the London Stock Exchange on 1 June 2021 and is currently listed on the FCA's Official List Equity Shares (transition) Category", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-199": { "value": " Isle of Man", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-203": { "value": " Isle of Man", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-200": { "value": "19-21 Circular, Douglas, Isle of Man IM1 1AF", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-205": { "value": "2. ACCOUNTING POLICIES Basis of preparation The financial statements have been prepared under the historical cost convention except for the measurement of certain non-current asset investments at fair value. The measurement basis and principal accounting policies of the Group are set out below. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the UK Endorsement Board. New and amended IFRS Standards that are effective for the current year There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective from 1 January 2024, none of which have a material impact on these financial statements. New and revised IFRS Standards in issue but not yet effective There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to apply early. The following amendments were not effective for the year ended 31 December 2025: \u2022 IAS 1 (Amendments) \u2013 Classification of Liabilities as Current or Non-current (effective date 1 January 2027 \u2022 IAS 7 and IFRS 7 (Amendments) \u2013 Supplier Finance Arrangements (effective date 1 January 2027) \u2022 IFRS 10 and IAS 28 (Amendments) \u2013 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date deferred indefinitely) \u2022 IFRS 18 \u2013 Presentation and Disclosure in Financial Statements (effective 1 January 2027) \u2022 IFRS 19 \u2013 Subsidiaries without Public Accountability: Disclosures (effective date 1 January 2027) It is not expected that the amendments listed above, once adopted, will have a material impact on the financial statementsBasis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has power over the investee, is exposed or has rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The results of subsidiaries acquired or disposed of are included in the consolidated Statement of Comprehensive Income 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 in line with those used by other members of the Group. All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Profits/(losses) attributable to non-controlling interests are shown separately in the Statement of Comprehensive income and the portion of net assets attributable to non-controlling interest is shown on the Statement of Financial Position. Going concern The Group made a loss from all operations for the year ended 31 December 2025 after tax of \u00a3(612k) (2024: \u00a3651k). In February 2025, the Company raised \u00a3420k (gross) and at the year end had cash of \u00a322,753 (2024 \u00a312,690) and post the year end on 2 February 2026 the Company raised \u00a31,800,000 (gross). An operating loss is expected in the year subsequent to the date of these accounts and as a result the Company will need to raise funding to provide additional working capital to finance its ongoing activities. The management team has successfully raised funding for exploration projects in the past, but there is no guarantee that adequate funds will be available when needed in the future. Based on its current cash balance of approximately \u00a31.1M and the Board's assessment that the Company will be able to raise additional funds, as and when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a reasonable expectation that the Group can, based on a cash flow forecast to 30 July 2027 which anticipates future fundraising, continue in operational existence for the foreseeable future. For these reasons the financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. However, the Group has not reached a contractual agreement to raise funds at the date of this report, and this represents a material uncertainty that the Group will be able to successfully raise additional funds and in the timeframe required. This may cast significant doubt on the Group's and Company's ability to continue as a going concern for the period to 30 June 2027. There is a material uncertainty relating to the conditions above that may cast significant doubt on the Group's ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. This financial report does not include any adjustments relating to the recoverability and classification of recorded assets amounts or liabilities that might be necessary should the entity not continue as a going concern. Exploration assets accounting policy The Company\u2019s exploration assets accounting policy is in line with IFRS6. Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full in the year in which the decision to abandon the area is made. When technical feasibility and commercial viability of extracting a mineral resource are demonstrable the accumulated costs for the relevant area of interest are transferred to development assets and amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Valuation of investments The company has adopted the provisions of IFRS9 and has elected to treat all available for sale investments at fair value with changes through the profit and loss. Available-for-sale investments under IFRS9 are initially measured at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value in accordance with IFRS 13. This is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted. All gains and losses are taken to profit and loss. Equity and reserves An equity instrument is any contract that evidences a residual interest in the assets of a company after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of direct issue costs. Share capital represents the amount subscribed for shares with no par nominal value. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits. Foreign exchange reserve - amounts arising on re-translating the net assets of overseas operations into the presentational currency The capital contribution reserve represents the value of the equity component of loans made from parent undertakings. The warrant reserve presents the proceeds from issuance of warrants, net of issue costs. Warrant reserve is non- distributable and will be transferred to share capital account and accumulated losses upon exercise of warrants. Shares to be issued reserve arises on the timing difference between the Company making a commitment to issue shares and the shares being issued. Once the shares are issued a transfer is made to the share capital account. Accumulated losses include all current and prior period results as disclosed in the statement of comprehensive income, less dividends paid to the owners of the parent. Functional and presentational currency The presentation and functional currency of the Company is Sterling. Expenses All expenses are accounted for on an accruals basis. Expenses are charged to the statement of comprehensive income except for expenses incurred on the acquisition of an investment, which are included within the cost of that investment, expenses arising on the disposal of investments are deducted from the disposal proceeds. Financial instruments Recognition of financial assets and financial liabilities Financial assets and financial liabilities are recognised on the Group\u2019s balance sheet when the Group becomes a party to the contractual provisions of the instrument. De-recognition of financial assets and financial liabilities The Group derecognises a financial asset only when the contractual rights to cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for the amount it has to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. The Group derecognises financial liabilities when the Group\u2019s obligations are discharged, cancelled or expired. Loans and receivables Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost less any provision for impairment. Cash and cash equivalents 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 with three months or less remaining to maturity and are subject to an insignificant risk of changes in value. Impairment of financial assets The Group assesses on a forward-looking basis the expected credit losses associated with its receivables carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade and other receivables, the Group applies the simplified approach permitted by IFRS 9, resulting in trade and other receivables recognised and carried at amortised cost less an allowance for any uncollectible amounts based on expected credit losses. Trade and other payables Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Taxation The Company is subject to tax in the Isle of Man in the period at a rate of 0% and accordingly, interest and gains payable to the Company are received by the Company without any deduction relating to Isle of Man taxed. and during the period the Company had no income subject to taxation in other jurisdictions. Earnings per share The earnings per share are calculated by dividing the net result attributed to the equity shareholders by the weighted average number of participating shares in issue in the period. Geographical segments A segment is a distinguishable component of the Company that is engaged either in providing products or services (business segment) or in providing products or services within a particular economic environment (geographical segment), which is subject to risk and rewards that are different from those of other segments. The internal management reporting used by the chief operating decision maker consists of one segment. Hence in the opinion of the directors, no separate disclosures are required under IFRS 8. The Company\u2019s revenue in the year is not material and consequently no geographical segment information has been disclosed. Critical accounting estimates and judgements The preparation of the Group\u2019s financial statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Details of the Group\u2019s significant accounting judgements used in the preparation of these financial statements include: Recoverability of intangible exploration and evaluation assets Where a project is sufficiently advanced, the recoverability of intangible exploration and evaluation assets is assessed by comparing the carrying value to internal and operator estimates of the net present value of projects. Intangible exploration assets are inherently judgemental to value. The amounts for intangible exploration and evaluation assets represent active exploration projects. These amounts will be written-off to the profit and loss as exploration costs unless commercial reserves are established, or the determination process is completed and there are no indications of impairment. The recoverability of this carrying value, and thus potential impairment, requires use of significant judgments and estimates. No impairment has been made against the carrying value of exploration assets in the consolidated financial statements as at 31 December 2025 is \u00a35,608,941 (2024 \u00a35,424,520) as .none of the desktop analysis and exploration work undertaken by the Company or its partners on the Group\u2019s projects since the acquisition of the Projects has suggested any diminution in value of the Projects. In terms of macro economic factors the Projects are for copper whose demand is anticipated to increase and where there is a shortage of copper projects to meet the ever increasing demand for copper , part of which is driven by its use in energy solutions. It is for these reasons that the company does not intend to make any impairment provisions against the carrying values of the Group\u2019s exploration assets. The details of these exploration and evaluation assets are outlined in note 10. Whether Exploration assets should be considered development assets. The Company\u2019s exploration assets accounting policy is in line with IFRS6. Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. When technical feasibility and commercial viability of extracting a mineral resource are demonstrable in relation to an exploration and evaluation asset the accumulated costs for the relevant area of interest are transferred to development assets and amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. The classification of assets under IFRS 6 requires use of significant judgments and estimates. No transfer of exploration and evaluation assets to development asset has been made as at the reporting date the Group has not yet completed all the technical and commercial feasibility studies including but not limited to completion of a mine development drill programme to provide final geotechnical data for both open pit and underground detailed mine design together with resource drilling to confirm orebody continuity aimed at extending the open pit footprint. Recoverability of investment in subsidiaries and intragroup receivables In the Company financial statements, the carrying value of the Company\u2019s investment in subsidiaries and intragroup receivables is \u00a34,709,093 (2024 \u00a34,611,632). The recoverability of this balance is driven by the same judgements and uncertainties as the recoverability of the exploration and evaluation assets held by the subsidiaries. Valuation of share-based payments Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. The share-based payment expense is recognised as deduction in share capital. A corresponding increase in the warrant reserve is also recognised The fair value of these payments is calculated by the Company using the Black Scholes option pricing model. The model requires the Directors to make assumptions regarding the share price volatility, risk free rate and expected life of awards in order to determine the fair values of the awards at grant dates. Correction of an error A new Share Option Scheme for directors, senior management, consultants and employees was approved at the Annual General Meeting on 23 August 2022. On 24 January 2023, the Company announced that, pursuant to the Share Option Scheme, 16,850,000 options over ordinary shares were granted, of which 6,600,000 options were granted to directors and 10,250,000 options were granted to other eligible participants. The fair value of the share options was determined at the grant date using the Black-Scholes option pricing model. The total grant-date fair value of the options was calculated to be \u00a3328,070. In the financial statements for the year ended 31 December 2023, a share-based payment charge of \u00a330,740 was recognised; however, this amount was incorrectly deducted from share capital rather than being recognised as an expense in the profit and loss account in accordance with IFRS 2 Share-based Payment. A further amount of \u00a332,807 was similarly incorrectly treated in the year ended 31 December 2024. Under IFRS 2, the grant-date fair value of equity-settled share options should be recognised as an expense in the profit and loss account, with a corresponding credit to equity, over the vesting period. As the options granted were not subject to service or performance vesting conditions, the full grant-date fair value of \u00a3328,070 should have been recognised as a share-based payment expense in the year ended 31 December 2023. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the above misstatement has been treated as a prior-period error and has been corrected by restating the comparative information. As a result: the loss for the year ended 31 December 2023 was understated by \u00a3328,070; and share capital was understated by \u00a330,740 in 2023 and by a further \u00a332,807 in 2024, resulting in a total understatement of \u00a363,547. The impact of the correction on the financial statements is summarised below: Impact on the statement of profit or loss
Year ended 31 December 2023
Year ended 31 December 2024
Increase in share-based payment expense
\u00a3 (328,070)
\u00a3 Nil
Increase in loss for the year
\u00a3 (328,070)
\u00a3 Nil
Impact on equity
31 December 2023
31 December 2024
Increase in share capital
\u00a3 30,740
\u00a3 32,807
Reduction in warrant reserve
\u00a3 (30,740)
\u00a3 (32,807)
Increase in retained loss at year end
\u00a3 (328,070)
\u00a3 (328,070)
Restated comparatives The comparative figures for the year ended 31 December 2023 have been restated to reflect the correction of this prior-period error. The correction has no impact on cash flows. ", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-206": { "value": "Basis of preparation The financial statements have been prepared under the historical cost convention except for the measurement of certain non-current asset investments at fair value. The measurement basis and principal accounting policies of the Group are set out below. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the UK Endorsement Board. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-209": { "value": "The financial statements have been prepared under the historical cost convention except for the measurement of certain non-current asset investments at fair value. The measurement basis and principal accounting policies of the Group are set out below. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the UK Endorsement Board. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-235": { "value": "New and amended IFRS Standards that are effective for the current year There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective from 1 January 2024, none of which have a material impact on these financial statements. New and revised IFRS Standards in issue but not yet effective There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to apply early. The following amendments were not effective for the year ended 31 December 2025: \u2022 IAS 1 (Amendments) \u2013 Classification of Liabilities as Current or Non-current (effective date 1 January 2027 \u2022 IAS 7 and IFRS 7 (Amendments) \u2013 Supplier Finance Arrangements (effective date 1 January 2027) \u2022 IFRS 10 and IAS 28 (Amendments) \u2013 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date deferred indefinitely) \u2022 IFRS 18 \u2013 Presentation and Disclosure in Financial Statements (effective 1 January 2027) \u2022 IFRS 19 \u2013 Subsidiaries without Public Accountability: Disclosures (effective date 1 January 2027) It is not expected that the amendments listed above, once adopted, will have a material impact on the financial statements", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesAccountingEstimatesAndErrorsExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-210": { "value": "New and amended IFRS Standards that are effective for the current year There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective from 1 January 2024, none of which have a material impact on these financial statements. New and revised IFRS Standards in issue but not yet effective There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to apply early. The following amendments were not effective for the year ended 31 December 2025: \u2022 IAS 1 (Amendments) \u2013 Classification of Liabilities as Current or Non-current (effective date 1 January 2027 \u2022 IAS 7 and IFRS 7 (Amendments) \u2013 Supplier Finance Arrangements (effective date 1 January 2027) \u2022 IFRS 10 and IAS 28 (Amendments) \u2013 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date deferred indefinitely) \u2022 IFRS 18 \u2013 Presentation and Disclosure in Financial Statements (effective 1 January 2027) \u2022 IFRS 19 \u2013 Subsidiaries without Public Accountability: Disclosures (effective date 1 January 2027) It is not expected that the amendments listed above, once adopted, will have a material impact on the financial statements", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-211": { "value": "Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has power over the investee, is exposed or has rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The results of subsidiaries acquired or disposed of are included in the consolidated Statement of Comprehensive Income 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 in line with those used by other members of the Group. All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Profits/(losses) attributable to non-controlling interests are shown separately in the Statement of Comprehensive income and the portion of net assets attributable to non-controlling interest is shown on the Statement of Financial Position. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-236": { "value": "Going concern The Group made a loss from all operations for the year ended 31 December 2025 after tax of \u00a3(612k) (2024: \u00a3651k). In February 2025, the Company raised \u00a3420k (gross) and at the year end had cash of \u00a322,753 (2024 \u00a312,690) and post the year end on 2 February 2026 the Company raised \u00a31,800,000 (gross). An operating loss is expected in the year subsequent to the date of these accounts and as a result the Company will need to raise funding to provide additional working capital to finance its ongoing activities. The management team has successfully raised funding for exploration projects in the past, but there is no guarantee that adequate funds will be available when needed in the future. Based on its current cash balance of approximately \u00a31.1M and the Board's assessment that the Company will be able to raise additional funds, as and when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a reasonable expectation that the Group can, based on a cash flow forecast to 30 July 2027 which anticipates future fundraising, continue in operational existence for the foreseeable future. For these reasons the financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. However, the Group has not reached a contractual agreement to raise funds at the date of this report, and this represents a material uncertainty that the Group will be able to successfully raise additional funds and in the timeframe required. This may cast significant doubt on the Group's and Company's ability to continue as a going concern for the period to 30 June 2027. There is a material uncertainty relating to the conditions above that may cast significant doubt on the Group's ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. This financial report does not include any adjustments relating to the recoverability and classification of recorded assets amounts or liabilities that might be necessary should the entity not continue as a going concern. ", "dimensions": { "concept": "ifrs-full:DescriptionOfUncertaintiesOfEntitysAbilityToContinueAsGoingConcern", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-212": { "value": "Going concern The Group made a loss from all operations for the year ended 31 December 2025 after tax of \u00a3(612k) (2024: \u00a3651k). In February 2025, the Company raised \u00a3420k (gross) and at the year end had cash of \u00a322,753 (2024 \u00a312,690) and post the year end on 2 February 2026 the Company raised \u00a31,800,000 (gross). An operating loss is expected in the year subsequent to the date of these accounts and as a result the Company will need to raise funding to provide additional working capital to finance its ongoing activities. The management team has successfully raised funding for exploration projects in the past, but there is no guarantee that adequate funds will be available when needed in the future. Based on its current cash balance of approximately \u00a31.1M and the Board's assessment that the Company will be able to raise additional funds, as and when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a reasonable expectation that the Group can, based on a cash flow forecast to 30 July 2027 which anticipates future fundraising, continue in operational existence for the foreseeable future. For these reasons the financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. However, the Group has not reached a contractual agreement to raise funds at the date of this report, and this represents a material uncertainty that the Group will be able to successfully raise additional funds and in the timeframe required. This may cast significant doubt on the Group's and Company's ability to continue as a going concern for the period to 30 June 2027. There is a material uncertainty relating to the conditions above that may cast significant doubt on the Group's ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. This financial report does not include any adjustments relating to the recoverability and classification of recorded assets amounts or liabilities that might be necessary should the entity not continue as a going concern. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-237": { "value": "Exploration assets accounting policy The Company\u2019s exploration assets accounting policy is in line with IFRS6. Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full in the year in which the decision to abandon the area is made. When technical feasibility and commercial viability of extracting a mineral resource are demonstrable the accumulated costs for the relevant area of interest are transferred to development assets and amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExplorationAndEvaluationExpenditures", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-213": { "value": "Valuation of investments The company has adopted the provisions of IFRS9 and has elected to treat all available for sale investments at fair value with changes through the profit and loss. Available-for-sale investments under IFRS9 are initially measured at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value in accordance with IFRS 13. This is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted. All gains and losses are taken to profit and loss. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-238": { "value": "Valuation of investments The company has adopted the provisions of IFRS9 and has elected to treat all available for sale investments at fair value with changes through the profit and loss. Available-for-sale investments under IFRS9 are initially measured at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value in accordance with IFRS 13. This is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted. All gains and losses are taken to profit and loss. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-214": { "value": "Equity and reserves An equity instrument is any contract that evidences a residual interest in the assets of a company after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of direct issue costs. Share capital represents the amount subscribed for shares with no par nominal value. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits. Foreign exchange reserve - amounts arising on re-translating the net assets of overseas operations into the presentational currency The capital contribution reserve represents the value of the equity component of loans made from parent undertakings. The warrant reserve presents the proceeds from issuance of warrants, net of issue costs. Warrant reserve is non- distributable and will be transferred to share capital account and accumulated losses upon exercise of warrants. Shares to be issued reserve arises on the timing difference between the Company making a commitment to issue shares and the shares being issued. Once the shares are issued a transfer is made to the share capital account. Accumulated losses include all current and prior period results as disclosed in the statement of comprehensive income, less dividends paid to the owners of the parent. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-215": { "value": "Functional and presentational currency The presentation and functional currency of the Company is Sterling. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-216": { "value": "Expenses All expenses are accounted for on an accruals basis. Expenses are charged to the statement of comprehensive income except for expenses incurred on the acquisition of an investment, which are included within the cost of that investment, expenses arising on the disposal of investments are deducted from the disposal proceeds. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-219": { "value": "Loans and receivables Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost less any provision for impairment. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-217": { "value": "Cash and cash equivalents 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 with three months or less remaining to maturity and are subject to an insignificant risk of changes in value. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-218": { "value": "Trade and other payables Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-220": { "value": "Taxation The Company is subject to tax in the Isle of Man in the period at a rate of 0% and accordingly, interest and gains payable to the Company are received by the Company without any deduction relating to Isle of Man taxed. and during the period the Company had no income subject to taxation in other jurisdictions. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-221": { "value": "Earnings per share The earnings per share are calculated by dividing the net result attributed to the equity shareholders by the weighted average number of participating shares in issue in the period. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-222": { "value": "Geographical segments A segment is a distinguishable component of the Company that is engaged either in providing products or services (business segment) or in providing products or services within a particular economic environment (geographical segment), which is subject to risk and rewards that are different from those of other segments. The internal management reporting used by the chief operating decision maker consists of one segment. Hence in the opinion of the directors, no separate disclosures are required under IFRS 8. The Company\u2019s revenue in the year is not material and consequently no geographical segment information has been disclosed. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-223": { "value": "3. FINANCIAL RISK MANAGEMENT Prior to the Company\u2019s listing in May 2021 it was an investment company and its objective was to achieve capital growth through investing in selection of equity and other instruments. However all available for sale investments were sold by the year end and there\u2019s no intention to invest in any in the future. The Company\u2019s financial instruments comprise: \u2022 Cash, short-term receivables and payables Throughout the period under review, it was the Company\u2019s policy that no trading in derivatives shall be undertaken. The main financial risks arising from the Company\u2019s financial instruments are market price risk and liquidity risk. The Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained constant throughout the period. There have been no material changes in risks identified compared to the prior year. Market risk Market risk consists of interest rate risk, foreign currency risk and other price risk. There are no foreign currency exposures. Hence, no foreign currency risk. It is the Board\u2019s policy to maintain an appropriate spread of investments in the portfolio whilst maintaining the investment policy and aims of the Company. The Investment Committee actively monitors market prices and other relevant information throughout the year and reports to the Board, who is ultimately responsible for the Company\u2019s investment policy. Interest rate risk Changes in interest rates would affect the Company returns from its cash balances. A floating rate of interest, which is linked to bank base rates, is earned on cash deposits. The exposure to cash flow interest rate risk at 31 December 2025 for the Company was \u00a323,096 (2024: \u00a312,690). As the Company does not have any interest bearing borrowings and finances its operations through its share capital and retained revenues, it does not have any interest rate risk except in relation to cash balances. Other price risk Other price risk which comprises changes in market prices other than those arising from interest rate risk or currency risk may affect the value of quoted and unquoted equity investments. The Board of directors manages the market price risks inherent in the investment portfolio by regularly monitoring price movements and other relevant market information. The Company accounts for movements in the fair value of its available-for-sale financial assets in other comprehensive income. As at the year end the Company held no quoted equity investments. Liquidity risk The Company maintains appropriate cash reserves and the majority of the Company\u2019s assets comprise of realisable securities, most of which can be sold to meet funding requirements, if necessary. Given the Company\u2019s cash reserves, it has been able to settle all liabilities on average within 1 month. Given the current level of cash resources the liquidity risk is not considered to be material. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk as at 31 December 2025 is detailed below: For the Group, credit risk arises primarily from cash balances held at banks. The risk is mitigated by using only reputable financial institutions with a high credit rating. The Company is additionally exposed to credit risk on the intercompany balances with its subsidiaries. The recoverability of these balances is linked directly to the success of the exploration activities of the Group. As discussed in note 9, no impairment indicators exist on the exploration assets and thus the balances are deemed to be recoverable. The Company and Group do not hold any collateral as security. The credit rating bands are provided by independent ratings agencies:
As at 31 December 2025
Not rated /not
Total
readily available
Cash and cash equivalents
22,753
22,753
Total assets subject to credit risk
22,753
22,753
As at 31 December 2024
Not rated /not
Total
readily available
Cash and cash equivalents
12,690
12,690
Total assets subject to credit risk
12,690
12,690
Financial liabilities There are no currency or interest rate risk exposures on financial liabilities as they are denominated in \u00a3 Sterling. Capital management The Company actively reviews its issued share capital and reserves and manages its capital requirements in order to maintain an efficient overall financing structure whilst avoiding any leverage. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-239": { "value": "Market risk Market risk consists of interest rate risk, foreign currency risk and other price risk. There are no foreign currency exposures. Hence, no foreign currency risk. It is the Board\u2019s policy to maintain an appropriate spread of investments in the portfolio whilst maintaining the investment policy and aims of the Company. The Investment Committee actively monitors market prices and other relevant information throughout the year and reports to the Board, who is ultimately responsible for the Company\u2019s investment policy. Interest rate risk Changes in interest rates would affect the Company returns from its cash balances. A floating rate of interest, which is linked to bank base rates, is earned on cash deposits. The exposure to cash flow interest rate risk at 31 December 2025 for the Company was \u00a323,096 (2024: \u00a312,690). As the Company does not have any interest bearing borrowings and finances its operations through its share capital and retained revenues, it does not have any interest rate risk except in relation to cash balances. Other price risk Other price risk which comprises changes in market prices other than those arising from interest rate risk or currency risk may affect the value of quoted and unquoted equity investments. The Board of directors manages the market price risks inherent in the investment portfolio by regularly monitoring price movements and other relevant market information. The Company accounts for movements in the fair value of its available-for-sale financial assets in other comprehensive income. As at the year end the Company held no quoted equity investments. ", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-240": { "value": "Liquidity risk The Company maintains appropriate cash reserves and the majority of the Company\u2019s assets comprise of realisable securities, most of which can be sold to meet funding requirements, if necessary. Given the Company\u2019s cash reserves, it has been able to settle all liabilities on average within 1 month. Given the current level of cash resources the liquidity risk is not considered to be material. ", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-241": { "value": "Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk as at 31 December 2025 is detailed below: For the Group, credit risk arises primarily from cash balances held at banks. The risk is mitigated by using only reputable financial institutions with a high credit rating. The Company is additionally exposed to credit risk on the intercompany balances with its subsidiaries. The recoverability of these balances is linked directly to the success of the exploration activities of the Group. As discussed in note 9, no impairment indicators exist on the exploration assets and thus the balances are deemed to be recoverable. The Company and Group do not hold any collateral as security. The credit rating bands are provided by independent ratings agencies:
As at 31 December 2025
Not rated /not
Total
readily available
Cash and cash equivalents
22,753
22,753
Total assets subject to credit risk
22,753
22,753
As at 31 December 2024
Not rated /not
Total
readily available
Cash and cash equivalents
12,690
12,690
Total assets subject to credit risk
12,690
12,690
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-242": { "value": "Capital management The Company actively reviews its issued share capital and reserves and manages its capital requirements in order to maintain an efficient overall financing structure whilst avoiding any leverage. ", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-224": { "value": "4. EXPENSES BY NATURE
31 December 2025
31 December 2024
Directors\u2019 fees
172,400
172,400
Audit fees
57,260
60,500
Stock exchange related costs
58,488
39,731
Legal, professional and consultancy fees
77,186
82,703
Consultancy fees
120,606
128,840
Management services
10,800
10,800
Insurance
24,294
16,417
Other administration expenses
59,954
56,784
Travel
278
626
Investor relations
32,220
34,620
Foreign currency (losses)/gains
56,908
47,553
Total Expense
556,578
650,974
31 December 2025
31 December 2024
\u00a3
\u00a3
Auditor\u2019s remuneration
Audit of the financial statements of the Company
57,260
60,500
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-243": { "value": "4. EXPENSES BY NATURE
31 December 2025
31 December 2024
Directors\u2019 fees
172,400
172,400
Audit fees
57,260
60,500
Stock exchange related costs
58,488
39,731
Legal, professional and consultancy fees
77,186
82,703
Consultancy fees
120,606
128,840
Management services
10,800
10,800
Insurance
24,294
16,417
Other administration expenses
59,954
56,784
Travel
278
626
Investor relations
32,220
34,620
Foreign currency (losses)/gains
56,908
47,553
Total Expense
556,578
650,974
31 December 2025
31 December 2024
\u00a3
\u00a3
Auditor\u2019s remuneration
Audit of the financial statements of the Company
57,260
60,500
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-207": { "value": "
31 December 2025
31 December 2024
\u00a3
\u00a3
Auditor\u2019s remuneration
Audit of the financial statements of the Company
57,260
60,500
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-208": { "value": "
5. DIRECTORS\u2019 EMOLUMENTS
Other than directors, there were no employees or key management personnel in the year.
31 December
31 December
2025
2024
\u00a3
\u00a3
Colin Bird
60,000
60,000
Raju Samtani
50,000
50,000
Christian Cordier
30,000
30,000
Kjeld Thygesen
18,000
18,000
James Cunningham-Davis
14,400
14,400
Total
172,400
172,400
The emoluments paid to the directors relate to both the Company and the Group
2025
2024
Number
Number
Directors
5
5
Employees *
-
-
Consultants who are directors of subsidiary companies
2
2
The average monthly number of employees
7
7
* The Company and Group has no employees and instead uses the services of consultants ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-225": { "value": "5. DIRECTORS\u2019 EMOLUMENTS Other than directors, there were no employees or key management personnel in the year.
31 December
31 December
2025
2024
\u00a3
\u00a3
Colin Bird
60,000
60,000
Raju Samtani
50,000
50,000
Christian Cordier
30,000
30,000
Kjeld Thygesen
18,000
18,000
James Cunningham-Davis
14,400
14,400
Total
172,400
172,400
The emoluments paid to the directors relate to both the Company and the Group
2025
2024
Number
Number
Directors
5
5
Employees *
-
-
Consultants who are directors of subsidiary companies
2
2
The average monthly number of employees
7
7
* The Company and Group has no employees and instead uses the services of consultants ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-226": { "value": "6. EARNINGS PER SHARE
31 December 2025
31 December 2024
Loss after tax for the purposes of earnings per share
\u00a3(612,466)
\u00a3(650,973)
attributable to equity shareholders
Weighted average number of shares
271,468,401
228,308,506
Weighted average number of shares and warrants
323,645,385
282,346,695
Basic & Diluted loss per ordinary share
(0.23) p
(0.29) p
The use of the weighted average number of shares in issue in the period recognises the variations in the number of shares throughout the period and this is in accordance with IAS 33 as is the fact that the diluted earnings per share should not show a more favourable position that the basic earnings per share. ", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-227": { "value": "7. TAXATION The Company is subject to Isle of Man income tax at 0%, and during the period had no income subject to taxation in other jurisdictions, and has no capital allowances or deferred tax implications. Accordingly, the Directors have made no provision for taxation charges or liabilities for the period and have not presented the formal reconciliation required under IAS 12. A provision of \u00a3101,802 (2024 - \u00a3102,856) for taxation translated at the prevailing exchange rate at the year end has been include in respect of one of the Group\u2019s subsidiaries as this tax has not been paid at the year end a provision of \u00a355,888 (2024 - \u00a3Nil) has been accrued in respect of potential interest on the tax liability. ", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-228": { "value": "
9. EXPLORATION AND EVALUATION ASSETS
Group
Company
Group
Company
Exploration and
Investment in
Exploration and
Investment in
evaluation assets
subsidiary
evaluation assets
subsidiary
31 December 2025
31 December
31 December 2024
31 December 2024
2025
\u00a3
\u00a3
\u00a3
\u00a3
Balance at beginning of period
5,424,520
2,796,500
5,221,534
2,796,500
Exploration expenditure
184,421
-
202,986
-
-
Carried forward
at end of year
5,608,941
2,796,500
5,424,520
2,796,500
Investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid less impairment.
The Company conducted an impairment review and is satisfied that the carrying value of \u00a32,796,500 is reasonable and no
impairment is necessary. (2024- \u00a3Nil).
The Company\u2019s principal business is to explore opportunities within the natural resources sector in Sub-Saharan Africa, with
a focus on base and precious metals including but not limited to copper, nickel, lead and zinc. The Company acquired the
Namibia Projects, Zambia Projects and Botswana Projects in 2021 (see Note 9 for details):
No current JORC 2012 compliant Mineral Resources exist for the Zambia and Botswana Projects and no Mineral Reserve
estimates have been completed for the Zambia and Botswana Projects. The Ongombo project in Namibian has a JORC
(2012) Mineral Resource Estimate determined a total Resource of 29 million tonnes at 1.1% CuEq ** Recent studies have
also estimated a starter open pit containing 1.0Mt @ Cu 1.33%, Au 0.17 g/t and Ag 6.3 g/t
The Company\u2019s main focus during the period was on evaluating and advancing its 85% owned Namibian Projects, including
the Ongombo mining licence application, and Botswana Projects (100% owned) that are not the subject of options. The
Company is continuing with its review of options and strategies for its Botswana projects in consultation with an external
geological consultant with specific expertise of Botswanan copper geology. The region represents a significant copper
exploration and resource development destination and as such all exploration ground has potential strategic importance
particularly in the case of African Pioneer which has several licences in the general area.
During 2024 it was announced that First Quantum has exercised its option in relation to all 4 of the Zambian exploration
licences which formed part of its option agreement. Post the year end First Quantum has informally notified the Company
that they will be looking to exit the First Quantum Option Agreement due to First Quantum\u2019s current focus in Zambia being
on their mining operations at Sentinel and Kansanshi mines and more advanced brownfield development projects. First
Quantum will as part of this exit provide the Company will a full data set on relation to all exploration activities undertaken
by First Quantum during the period of the First Quantum Option Agreement. Prior to exercising its option First Quantum
had met is initial expenditure requirement by spending US500,000 on each of the exploration licences 27767-HQ-LEL,
27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the \u201cZambian Projects\u201d). The Company has in the meantime
received interest from third parties in acquiring an interest in / jointly developing its Zambian Projects and will be looking to
conduct further exploration work on the Zambian Projects where a number of targets which have been identified.
As announced in the Company\u2019s interim accounts to 30 June 2023 Sandfire has notified the Company that it has decided not to exercise its option in relation to 4 of the Groups\u2019 Botswana exploration licences. During 2024 two of the exploration licences in the Kalahari Copperbelt and the two exploration licences in the Limpopo Mobile Belt in Botswana were relinquished due to low prospectivity. Whilst the exploration to date on the Botswana licences which were the subject of the Sandfire Option Agreement does not currently indicate prospectivity for a large-scale mining operation the Board believes that there is prospectivity for a smaller to medium sized mining operation targeting in the range of 5,000 to 10,000 tonnes of contained copper per annum. Although too small for a large-scale miner a mine of this size would fit very well into the demand for small to medium mines to help bridge the gap in the predicted shortfall of copper to meet future projected demand. Principal Subsidiaries
Country of
Proportion of equity
incorporation and
Nature of
shares held by
Name & registered office address
residence
business
Company
Resource Capital Partners Pty Ltd
Botswana
Base Metals
100%
Plot 102, Unit 13
Exploration
Gaborone International Commerce Park,
Gaborone, Botswana
African Pioneer Zambia Ltd
Zambia
Base Metals
80%
Plot No397/0/1 Chipwenupwenu Road
Exploration
Makeni, Lusaka
PO Box 34033,
African Pioneer Chongwe Ltd
Zambia
Zambia
Base Metals
80%
Plot No397/0/1Chipwenupwenu Road
Exploration
Makeni, Lusaka
PO Box 34033,
Zamcu Exploration Pty Ltd
Zambia
Australia
Holding
100%
5 Eze Terrace, Hillarys
Company
WA, 6025
AUSTRALIA
Ongombo Mine (Pty) Ltd
Namibia
Base Metals
85%
36 Simeon Kambo Shixungileni Street,
Windhoek, Namibia
Exploration
via Zamcu
Manmar investments One Three Six (Pty) Ltd
Namibia
Base Metals
85%
36 Simeon Kambo Shixungileni Street,
Windhoek, Namibia
Exploration
via Zamcu
", "dimensions": { "concept": "ifrs-full:DisclosureOfExplorationAndEvaluationAssetsExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-229": { "value": "10. TRADE AND OTHER RECEIVABLES
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
\u00a3
\u00a3
\u00a3
\u00a3
Loans to subsidiaries *
-
1,912,593
-
1,815,132
Prepayments
20,913
20,913
19,841
19,841
Other debtors
743
-
743
-
Total
21,656
1,933,506
20,584
1,834,973
* Loans to subsidiaries are interest free and payable on demand. Group Receivables and other current assets are all due within one year. The fair value of all receivables is the same as their carrying values stated above. ", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-230": { "value": "11. TRADE AND OTHER PAYABLES
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
\u00a3
\u00a3
\u00a3
\u00a3
Creditors
545,654
545,654
362,459
362,459
Accrued expenses
446,855
390,967
260,067
260,067
Loans from subsidiaries
-
370,836
-
392,298
Other creditors
245
-
245
-
Loan from directors
41,205
-
41,205
-
Total
1,033,959
1,307,457
663,976
1,014,824
Carrying amounts of trade and other payables approximate their fair value.", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-231": { "value": "12. BORROWINGS
31 December
31 December
2025
2024
\u00a3
\u00a3
Convertible Loan Facility
50,000
50,000
50,000
50,000
On 1 May 2024 the Company entered into an unsecured convertible loan funding facility agreement for up to \u00a31,000,000 (the \u201cFacility\u201d). The Facility was originally convertible at 2.8 pence per ordinary share (\u201cShare\u201d) but in light of the fundraising on 10 February 2025 at 1 pence per Share is now convertible at 0.1.2727 pence per Share. Working Capital Facility Agreement The Facility is for \u00a31,000,000 in total, is unsecured, interest free and the Company was able to be drawn down in four loan tranches of \u00a3250,000 each. The Company has made two Loan Tranche drawdowns of \u00a3250,000 each under the Facility and is not permitted to make any additional drawdowns. To date \u00a350,000 has been paid by the Lender which is due to be repaid to the Lender. The Facility was created as a standby facility and the Company is re-negotiating the terms of the Facility with the Lender who is a long-term shareholder in the Company. The directors have assessed the components of the convertible loan instrument and identified the conversion feature represents a derivative liability because the conversion adjustment mechanism described below modifies the potential number of shares to be issued to a variable number and therefore fails the fixed for fixed criteria in IAS 32. The amount assessed at initial recognition and subsequently are not material to the financial statements and have not been reflected in the accounting for that reason. Repayment and Conversion Repayment Unless otherwise converted, the Company must repay each Loan Tranche on the first anniversary of the advance by the Lender of the applicable Loan Tranche (\u201cMaturity Date\u201d). The Company may prepay the whole or part of the Facility on any day prior to the Maturity Date for a Loan Tranche upon giving not less than 14 days\u2019 prior written notice to the Lender and paying in cash a prepayment fee of 5% of the amount which the Company prepays in cash before the Maturity Date. The Lender can during the 14 days\u2019 notice period make an election for all or part of the Loan subject to a prepayment notice to be repaid in Shares in which case the 5% fee shall not apply to that proportion of the Loan repaid in Shares. Conversion of Loan Tranche by Lender The Lender may at any time during the Facility Period elect to convert all or part of any drawn down amount into such number of new Shares equal to the amount of the Loan Tranche that is to be repaid at the date of the election divided by the conversion price. The original conversion price was 2.8 pence (\u201cOriginal Conversion Price\u201d) which under the conversion adjustment mechanism described below was reduced to 1.2727 pence due to the fundraising at 1 pence per share announced by the Company on 10 February 2025 (\u201cFebruary 25 Fundraising\u201d) and to 1.1455 pence due to the fundraising at 0.9 pence per share announced by the Company post the period end on 2 February 2026 (see Note 16) (\u201cFebruary 26 Fundraising\u201d) (\u201cNew Conversion Price\u201d). Conversion of Loan by the Company The Company may at any time during the Loan Period elect to convert all or part of a Loan if the Share price exceeds a target conversion price for a period of five or more business days. The original target conversion price was 3.6 pence per share (\u201cOriginal Target Conversion Price\u201d) which under the conversion adjustment mechanism described below was reduced to 1.6362 pence following the February 2025 Fundraising and by the February 26 Fundraising to 1.4728 pence (\u201cNew Target Conversion Price\u201d). Conversion Adjustment Mechanism If the Company before i) the Maturity Date for a Loan Tranche and before ii) the Loan Tranche has been repaid issues Shares for cash consideration (\u201cIssue Price\u201d) at a discount to 2.2 pence per Share (the \u201cBase Issue Price\u201d) then the Conversion Price and the Target Conversion Price in respect of that Loan Tranche shall be multiplied by a fraction, the numerator of which will be the Issue Price and the denominator of which will be 2.2 pence. Interest and Fees The Loan is interest free. The Lender shall be paid an arrangement fee of 10% of the amount of the Facility to be settled by the issue of 5,089,177 new Shares (\u201cFacility Fee Shares\u201d) credited as fully paid by at an issue price of 1.965p per Share (being the Five Day VWAP on the date of the announcement of the Facility) with the Facility Fee Shares to be issued on or before 31 December 2024 or such other date agreed by the parties. The Facility Fee Shares have not yet been issued. On the drawdown of any Loan Tranche the Lender shall be paid a further fee of 2% of the amount of the relevant Loan Tranche which is to be settled by the issue of new Shares credited as fully paid at the five-day VWAP on the date of the relevant Loan drawdown notice (\u201cDrawdown Fee Shares\u201d) with the Drawdown Fee Shares to be issued on or before 31 December 2024 or such other date agreed by the parties. The Drawdown Fee Shares have not yet been issued. Option to Extend Facility If the Company had drawn down in full or in part against all four loan tranches then it had the option to elect to be able to drawdown up to an additional GBP500,000 (\u201cOptional Loan Tranche\u201d). As the Company only made drawdowns against two of the loan tranches it does not have this option. Warrants On the drawdown of any Loan Tranche, the Lender shall be issued three year warrants over Shares (\u201cWarrants\u201d) with a face value equal to 50% of the amount drawn down under the Loan Tranche. The exercise price for the Warrants applicable to each of the tranches are as follows: \u00b7 4 pence per share for the drawdown of the four loan tranches; and \u00b7 5.7 pence per share for the drawdown of the Optional Loan Tranche; If there were no drawdowns under two or more of the loan tranches then, the Company would be due to issue a three year warrant to the Lender for an amount equal to 25% of the Facility that has not been drawn down with an exercise price of 3.5 pence per share (\u201cNo Draw Down Warrants\u201d). The Company has not issued the No Draw Down Warrant pending the re-negotiation of the terms of the Facility with the Lender", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-232": { "value": "
13. CALLED UP SHARE CAPITAL
The share capital of African Pioneer Plc consists only of fully paid ordinary shares with no par value. All issued
shares rank pari passu and confer equal rights on their holders in respect of dividends, voting and the return of
capital. Each share entitles the holder to one vote at shareholders\u2019 meetings, and none of the shares are subject to any
restrictions.
.
Number
\u00a3
Authorised:
1,000,000,000 ordinary shares of no par value
1,000,000,000
n/a
2025
2024
Issued equity share capital
Number
\u00a3
Number
\u00a3
Issued and fully paid Ordinary Shares
278,420,596
6,744,311
228,991,101
6,306,145
Group and Company
Number of
Share
shares
capital
\u00a3
As at 1 January 2025
228,991,101
6,306,145
Shares issued during the period (Note 1)
49,429,495
482,166
Share issue costs *
-
(44,000)
As at 31 December 2025
278,420,596
6,744,311
Note 1 On 10 February 2025 the Company announced it had raised \u00a3420,000 before expenses at 1 pence per
Ordinary Share (\u201cFundraising Price\u201d) through the issue of 42,000,000 new Ordinary Shares of no par value each
(\u201cOrdinary Shares\u201d) (the \u201cFundraising Shares\u201d). On 13 February 2025 the Company issued 207,039 new
Ordinary Shares to Strategic Investments International Ltd a company controlled by PDMR Mike Allardice at 3.5
pence per share to settle \u00a37,246 of accrued fees and 1,000,000 new Ordinary Shares will be issued at the
Fundraising Price to settle \u00a310,000 of accrued fees due to a consultant. On 23 May 2025 the Company issued
5,970,149 Ordinary Shares at 0.67 pence to settle \u00a340,000 of accrued fees and 252,307 Ordinary Shares at 1.95
pence to settle \u00a34,920 of accrued fees.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-244": { "value": "13. CALLED UP SHARE CAPITAL The share capital of African Pioneer Plc consists only of fully paid ordinary shares with no par value. All issued shares rank pari passu and confer equal rights on their holders in respect of dividends, voting and the return of capital. Each share entitles the holder to one vote at shareholders\u2019 meetings, and none of the shares are subject to any restrictions. .
Number
\u00a3
Authorised:
1,000,000,000 ordinary shares of no par value
1,000,000,000
n/a
2025
2024
Issued equity share capital
Number
\u00a3
Number
\u00a3
Issued and fully paid Ordinary Shares
278,420,596
6,744,311
228,991,101
6,306,145
Group and Company
Number of
Share
shares
capital
\u00a3
As at 1 January 2025
228,991,101
6,306,145
Shares issued during the period (Note 1)
49,429,495
482,166
Share issue costs *
-
(44,000)
As at 31 December 2025
278,420,596
6,744,311
Note 1 On 10 February 2025 the Company announced it had raised \u00a3420,000 before expenses at 1 pence per Ordinary Share (\u201cFundraising Price\u201d) through the issue of 42,000,000 new Ordinary Shares of no par value each (\u201cOrdinary Shares\u201d) (the \u201cFundraising Shares\u201d). On 13 February 2025 the Company issued 207,039 new Ordinary Shares to Strategic Investments International Ltd a company controlled by PDMR Mike Allardice at 3.5 pence per share to settle \u00a37,246 of accrued fees and 1,000,000 new Ordinary Shares will be issued at the Fundraising Price to settle \u00a310,000 of accrued fees due to a consultant. On 23 May 2025 the Company issued 5,970,149 Ordinary Shares at 0.67 pence to settle \u00a340,000 of accrued fees and 252,307 Ordinary Shares at 1.95 pence to settle \u00a34,920 of accrued fees. ", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-245": { "value": "
14. WARRANTS SHARE OPTIONS AND SHARE BASED PAYMENT
At 31 December 2025 the warrants in the table below over ordinary shares in the issued share capital of the
Company were issued and at the period end had not been exercised.
Number
of
Exercise
Expiry
Warrants
price (p)
At 1 January 2024
Broker Warrants
2,500,000
3.5
1 June 2024
Consultant Warrants
1,420,947
3.5
1 June 2024
At 31 December 2024
3,920,947
Expired during period
Broker Warrants
(2,500,000)
3.5
1 June 2024
Consultant Warrants
(1,420,947)
3.5
1 June 2024
Issued in period
Broker Warrants
2,100,000
1.0
14 February 2028
Fundraising Warrants
42,000,000
1.75
14 February 2028
At 29 December 2025
In relation to the warrants which expired during 2024 a share-based credit for these warrants for the year to 31 December
2024 was put through amounting to \u00a337,183, (2023: \u00a313,282 charge), which has been taken to the share-based payment
reserve and the resultant fair value of the warrants as at 31 December 2024 was determined to be \u00a3Nil (2023: \u00a337,183).
44,100,000
Share price at the date of issue
1.025p
Strike price
On 13 February 2025 the Company issued 2,100,000 Broker Warrants exercisable at 1.0 pence for three years in
relation to the fundraising announced on 10 February 2025 The fair value of the warrants was determined at the date of
the grant as \u00a37,661 using the Black Scholes model, using the following inputs but has not been provided for in these
financial statements:
1.000 p
Volatility **
45.22%
Expected life
3 years
Risk free rate
** The volatility rate is based on the average volatility of the share price in the year prior to issue of the warrants.
On 13 February 2025 the Company issued 42,000,000 Fundraising Warrants exercisable at 1.75 pence for three years
in relation to the fundraising announced on 10 February 2025 The fair value of the warrants was determined at the date
of the grant as \u00a375,233 using the Black Scholes model, using the inputs shown on the next page but has not been provided
for in these financial statements:
3.9865%
Share price at the date of issue 1.025p Strike price 1.75 p Volatility ** 45.22% Expected life 3 years Risk free rate ** The volatility rate is based on the average volatility of the share price in the year prior to issue of the warrants. In addition a new Share Option Scheme for the directors, senior management, consultants and employees was approved at the AGM on 23 August 2022. On 24 January 2023 the Company announced that pursuant to the Share Option Scheme approved 16,850,000 options over Ordinary Shares (\u201cOptions\u201d) were awarded, 6,600,000 of the Options were awarded to 3.9865%
Total number of options:
A total of 16,850,000
Summary of the Options awarded:
Options have been awarded.
Company had not previously issued any Options.
Exercise prices & award
All the Options have an exercise price of 4.5 pence per Ordinary Share and vested on issue.
date:
directors of the Company, as detailed below and the balance of 10,250,000 Options to other eligible participants. The
Purpose of options:
To incentivise and retain directors, officers, consultants and employees critical to enhancing
the future market value of the Company and have been issued at a significant premium to the
30 day volume weighted average share price (\u201cVWAP\u201d) when the Options were approved.
30 day VWAP when
The 30 day VWAP to 23 January 2023, being the latest practicable date prior to the approval
Options approved:
of the Options by the Company\u2019s Remuneration Committee and Board, was 2.945 pence per
share.
Prevailing share price:
The Company\u2019s mid-market closing share price on 23 January 2023, being the latest
practicable date prior to the announcement of the Options, was 3.3 pence.
Exercise prices versus
Premium to:
abovementioned VWAP
Prevailing
30 day
and prevailing share price:
closing
VWAP
share price
Exercise price of 4.5 pence
36%
53%
Life of Options:
The options expire on 23 January 2033 being the date one day prior to the tenth anniversary
of the award of the Options.
Exercise period:
The Options can be exercised any time after vesting and prior to their scheduled expiry and
must be exercised within 6 months of an option holder leaving the Company or within 12
months of the death of an option holder.
Options awarded to the
Directors
Directors
No. of Options
Executive Directors:
Colin Bird Executive Chairman
5,000,000
Christian Cordier Commercial Director
500,000
Raju Samtani Finance Director
600,000
Non Executive Directors:
Kjeld Thygesen Independent
500,000
James Cunningham-Davis
Nil
Total Directors
model, using the following inputs:
6,600,000
Share price at the date of amendment 3.3p Strike price As a result of this the fair value of the share options was determined at the date of the grant using the Black Scholes 4.5p Volatility The 50% volatility rate is based on the average volatility from historical data in this sector In the financial statements for the year ended 31 December 2023, a share-based payment charge of \u00a330,740 was recognised; however, this amount was incorrectly deducted from share capital rather than being recognised as an expense in the profit and loss account in accordance with IFRS 2 Share-based Payment. A further amount of \u00a332,807 was similarly Under IFRS 2, the grant-date fair value of equity-settled share options should be recognised as an expense in the profit and loss account, with a corresponding credit to equity, over the vesting period. As the options granted were not subject to service or performance vesting conditions, the full grant-date fair value of \u00a3328,070 should have been recognised as a share-based payment expense in the year ended 31 December 2023. The details of the adjustment and its impact on the financial statements is detailed in Note 2 Accounting Policies \u2013 Correction of Error. 50% Expected life 10 years Risk free interest rate 4% incorrectly treated in the year ended 31 December 2024. ", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-233": { "value": "14. WARRANTS SHARE OPTIONS AND SHARE BASED PAYMENT At 31 December 2025 the warrants in the table below over ordinary shares in the issued share capital of the Company were issued and at the period end had not been exercised.
Number
of
Exercise
Expiry
Warrants
price (p)
At 1 January 2024
Broker Warrants
2,500,000
3.5
1 June 2024
Consultant Warrants
1,420,947
3.5
1 June 2024
At 31 December 2024
3,920,947
Expired during period
Broker Warrants
(2,500,000)
3.5
1 June 2024
Consultant Warrants
(1,420,947)
3.5
1 June 2024
Issued in period
Broker Warrants
2,100,000
1.0
14 February 2028
Fundraising Warrants
42,000,000
1.75
14 February 2028
At 29 December 2025
In relation to the warrants which expired during 2024 a share-based credit for these warrants for the year to 31 December
2024 was put through amounting to \u00a337,183, (2023: \u00a313,282 charge), which has been taken to the share-based payment
reserve and the resultant fair value of the warrants as at 31 December 2024 was determined to be \u00a3Nil (2023: \u00a337,183).
44,100,000
Share price at the date of issue
1.025p
Strike price
On 13 February 2025 the Company issued 2,100,000 Broker Warrants exercisable at 1.0 pence for three years in
relation to the fundraising announced on 10 February 2025 The fair value of the warrants was determined at the date of
the grant as \u00a37,661 using the Black Scholes model, using the following inputs but has not been provided for in these
financial statements:
1.000 p
Volatility **
45.22%
Expected life
3 years
Risk free rate
** The volatility rate is based on the average volatility of the share price in the year prior to issue of the warrants.
On 13 February 2025 the Company issued 42,000,000 Fundraising Warrants exercisable at 1.75 pence for three years
in relation to the fundraising announced on 10 February 2025 The fair value of the warrants was determined at the date
of the grant as \u00a375,233 using the Black Scholes model, using the inputs shown on the next page but has not been provided
for in these financial statements:
3.9865%
Share price at the date of issue 1.025p Strike price 1.75 p Volatility ** 45.22% Expected life 3 years Risk free rate ** The volatility rate is based on the average volatility of the share price in the year prior to issue of the warrants. In addition a new Share Option Scheme for the directors, senior management, consultants and employees was approved at the AGM on 23 August 2022. On 24 January 2023 the Company announced that pursuant to the Share Option Scheme approved 16,850,000 options over Ordinary Shares (\u201cOptions\u201d) were awarded, 6,600,000 of the Options were awarded to 3.9865%
Total number of options:
A total of 16,850,000
Summary of the Options awarded:
Options have been awarded.
Company had not previously issued any Options.
Exercise prices & award
All the Options have an exercise price of 4.5 pence per Ordinary Share and vested on issue.
date:
directors of the Company, as detailed below and the balance of 10,250,000 Options to other eligible participants. The
Purpose of options:
To incentivise and retain directors, officers, consultants and employees critical to enhancing
the future market value of the Company and have been issued at a significant premium to the
30 day volume weighted average share price (\u201cVWAP\u201d) when the Options were approved.
30 day VWAP when
The 30 day VWAP to 23 January 2023, being the latest practicable date prior to the approval
Options approved:
of the Options by the Company\u2019s Remuneration Committee and Board, was 2.945 pence per
share.
Prevailing share price:
The Company\u2019s mid-market closing share price on 23 January 2023, being the latest
practicable date prior to the announcement of the Options, was 3.3 pence.
Exercise prices versus
Premium to:
abovementioned VWAP
Prevailing
30 day
and prevailing share price:
closing
VWAP
share price
Exercise price of 4.5 pence
36%
53%
Life of Options:
The options expire on 23 January 2033 being the date one day prior to the tenth anniversary
of the award of the Options.
Exercise period:
The Options can be exercised any time after vesting and prior to their scheduled expiry and
must be exercised within 6 months of an option holder leaving the Company or within 12
months of the death of an option holder.
Options awarded to the
Directors
Directors
No. of Options
Executive Directors:
Colin Bird Executive Chairman
5,000,000
Christian Cordier Commercial Director
500,000
Raju Samtani Finance Director
600,000
Non Executive Directors:
Kjeld Thygesen Independent
500,000
James Cunningham-Davis
Nil
Total Directors
model, using the following inputs:
6,600,000
Share price at the date of amendment 3.3p Strike price As a result of this the fair value of the share options was determined at the date of the grant using the Black Scholes 4.5p Volatility The 50% volatility rate is based on the average volatility from historical data in this sector In the financial statements for the year ended 31 December 2023, a share-based payment charge of \u00a330,740 was recognised; however, this amount was incorrectly deducted from share capital rather than being recognised as an expense in the profit and loss account in accordance with IFRS 2 Share-based Payment. A further amount of \u00a332,807 was similarly Under IFRS 2, the grant-date fair value of equity-settled share options should be recognised as an expense in the profit and loss account, with a corresponding credit to equity, over the vesting period. As the options granted were not subject to service or performance vesting conditions, the full grant-date fair value of \u00a3328,070 should have been recognised as a share-based payment expense in the year ended 31 December 2023. The details of the adjustment and its impact on the financial statements is detailed in Note 2 Accounting Policies \u2013 Correction of Error. 50% Expected life 10 years Risk free interest rate 4% incorrectly treated in the year ended 31 December 2024. ", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-246": { "value": "Capital risk management The Company manages its capital to ensure that it will be able to continue as a going concern, while maximising the return to shareholders. 15. FINANCIAL INSTRUMENTS The capital resources of the Company comprises issued capital, reserves and retained earnings as disclosed in the Statement of Changes in Equity. The Company\u2019s primary objective is to provide a return to its equity shareholders through capital growth. Going forward the Company will seek to maintain a yearly ratio that balances risks and returns of an acceptable level and also to maintain a sufficient funding base to the Company to meet its working capital and strategic investment needs. Categories of financial instruments
2025
2024
\u00a3
\u00a3
Financial assets
Cash and cash equivalents
22,753
12,690
Trade and other receivables
21,656
20,584
44,409
33,274
Financial liabilities classified as held at amortised cost
Trade and other payables
545,654
362,459
545,654
362,459
** includes \u00a320,913 of prepayments (2024: \u00a319,841) All financial assets are held at amortised costs except current asset investments as detailed below. Fair value of financial assets and liabilities Fair value is the amount at which a financial instrument could be exchanged in an arm\u2019s length transaction between informed and willing parties, other than a forced or liquidation sale and excludes accrued interest. Where available, market values have been used to determine fair values. The current asset investment is Level 1 in the fair value hierarchy and is held at fair value. Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments which are measured at fair value by valuation technique: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities; Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. Management assessed that the fair values of current asset investment, cash and short-term deposits, other receivables, trade and other payables, borrowings and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. Financial risk management objectives Management provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risks reports which analyse exposures by degree and magnitude of risks. These risks include foreign currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Company entered into an unsecured convertible loan funding facility, which is subject to an arrangement fee of 10% of the amount of the Facility to be settled by the issue of new shares as detailed in note 12. The Loan is interest free and so the Group is not exposed to any risks associated with fluctuations in interest rates on the loan. Otherwise the Group has no other committed borrowings. Fluctuation in interest rates applied to cash balances held at the balance sheet date would have minimal impact on the Group. Foreign exchange risk and foreign currency risk management Foreign currency exposures are monitored on a monthly basis. Funds are transferred between the Sterling and US Dollar accounts in order to minimise foreign exchange risk. The Group holds the majority of its funds in Sterling. The carrying amounts of the Group\u2019s foreign currency denominated financial assets and monetary liabilities at the reporting date are as follows:
Financial liabilities
Financial assets
2025
2024
2025
2024
\u00a3
\u00a3
\u00a3
\u00a3
US Dollars
40,597
12,225
79
172
Namibia Dollars
3,277
13,586
-
-
AUD
16,307
9,944
18
108
South African Rand
2,511
1,136
1
1
Botswana Pula
158,744
103,076
-
-
Credit risk management Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. The Group does not have any significant credit risk exposure on trade receivables. The Group makes allowances for impairment of receivables where there is an identified event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows. The directors consider the foreign exchange risk exposure is limited. The credit risk on liquid funds (cash) is considered to be limited because the Group banks with counterparties which are financial institutions with high credit ratings assigned by international credit-rating agencies with the Group\u2019s principal banker being Standard Bank Isle of Man branch which is not separately rated by the major credit agencies as it is a part of the Standard Bank Group Limited which is rated Ba2 by Moody\u2019s. The carrying amount of financial assets recorded in the financial statements represents the Company\u2019s maximum exposure to credit risk. Liquidity risk management Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Management monitor forecasts of the Company\u2019s liquidity reserve, comprising cash and cash equivalents, on the basis of expected cash flow. At 31 December 2025, the Group held cash and cash equivalents of \u00a322,753 (2024: \u00a312,690) and the directors assess the liquidity risk as part of their going concern assessment (see note 2). The maturity of the Group\u2019s financial liabilities at the Statement of Financial Position date, based on the contracted undiscounted payments as disclosed in note 11, falls within one year and payable on demand. The Group aim to maintain appropriate cash balances in order to meet its liabilities as they fall due. Maturity analysis
Group
Between
Between
Between
2025
On
In
1 and 6
6 and 12
1 and 3
Total
demand
1 month
months
months
years
\u00a3
\u00a3
\u00a3
\u00a3
\u00a3
\u00a3
Trade and other
payables
1,033,959
-
144,271
889,688
-
-
Convertible Loan
50,000
-
-
50,000
-
-
Other creditors
101,802
-
-
101,802
-
-
Group
2024
Between
Between
Between
On
In
1 and 6
6 and 12
1 and 3
Total
demand
1 month
months
months
years
\u00a3
\u00a3
\u00a3
\u00a3
\u00a3
\u00a3
Trade and other
payables
663,976
-
120,299
543,677
-
-
Convertible Loan
50,000
-
-
50,000
-
-
Other creditors
102,856
-
-
102,856
-
-
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-234": { "value": "
16. RELATED PARTY TRANSACTIONS
Cavendish Trust Company Limited (CTC) provides company administration and secretarial services to the Company
on normal commercial terms as part of their normal business activity. As such it is not normally treated as a related
party. Fees invoiced by CTC during the year include \u00a314,400 (2024: \u00a314,400), relating to director\u2019s fees for the
services of J. Cunningham-Davis, a director of CTC. At the year-end a balance of \u00a366,472 (2024: \u00a356,435), was
outstanding.
Lion Mining Finance Limited, a company in which Colin Bird is director and shareholder, has provided financial and technical services to the Company amounting to \u00a310,800 in the year (2024 - \u00a310,800). At the year-end a balance of \u00a316,200 (2024: \u00a36,300) was outstanding. The Board considers this transaction to be on normal commercial terms and on an arm\u2019s length basis. In October 2020 a loan of US$ 54,940 (\u00a341,250) was advanced to African Pioneer Zambia Ltd jointly by Colin Bird (US$ 27,470) and Raju Samtani (US$ 27,470) in order to acquire certain licenses. Intragroup Loans African Pioneer Plc Loans due from / (due to) balances with group companies at the end of the year are as follows. Loans are interest free and repayable on demand.
2025
2024
\u00a3
\u00a3
Zamcu Exploration Pty Ltd
1,780,403
1,701,499
Resource Capital Partners Pty Ltd
(370,836)
(392,299)
African Pioneer Zambia Ltd
128,496
110,222
Directors\u2019 Letters of Appointment and Service Agreements as disclosed in the May 2021 Prospectus (a) Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of James Cunningham-Davis as a Director. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. James Cunningham-Davis is entitled to director\u2019s fees of \u00a312,000 per annum for being a director of the6Company plus reasonable and properly documented expenses incurred during the performance of his duties which will be invoiced by Cavendish Trust Company Ltd an Isle of Man Trust Company that James Cunningham- Davis is a founder and managing director of. James Cunningham-Davis is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with James Cunningham-Davis and/or Cavendish Trust Company Ltd in relation to the appointment of James Cunningham-Davis as a director of the Company. (b) Pursuant to an agreement dated 24 May 2021, the Company appointed Kjeld Thygesen as a non-executive Director with effect from the date of the IPO. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing and Kjeld Thygesen is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Kjeld Thygesen is not entitled to any pension, medical or similar employee benefits. (c) Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of Colin Bird as a Director. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Colin Bird is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Colin Bird is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with Colin Bird in relation to his appointment as a director of the Company. d) Pursuant to a consultancy agreement dated 24 May 2021, the Company has, with effect from the date of the IPO, appointed Colin Bird as a consultant to provide technical advisory services in relation to its current and future projects including but not limited to assessing existing geological data and studies, existing mine development studies and developing exploration programs and defining the framework of future geological and mine study reports (the \u201cColin Bird Services\u201d). The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Colin Bird is entitled to fees of \u00a33,500 per month for being a consultant to the Company plus reasonable and properly documented expenses incurred during the performance of the Colin Bird Services. (e) Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of Raju Samtani. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Raju Samtani is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Raju Samtani is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with Raju Samtani in relation to his appointment as a director of the Company. (f) Pursuant to a consultancy agreement dated 24 May 2021, the Company has ,with effect from the date of Admission, appointed Raju Samtani as a financial consultant to provide financial advisory services to the Company (the \u201cRaju Samtani Services\u201d). The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Raju Samtani is entitled to fees of \u00a32,667 per month for being a consultant to the Company plus reasonable and properly documented expenses incurred during the performance of the Raju Samtani Services. (g) Pursuant to an agreement dated 24 May 2021, the Company appointed Christian Cordier as a Director with effect from the date of Admission. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Christian Cordier is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Christian Cordier is not entitled to any pension, medical or similar employee benefits. (h) Pursuant to a consultancy agreement dated 24 May 2021, with Mystic Light Pty Ltd a personal service company of Christian Cordier the Company has secured the services of Christian Cordier, with effect from the date of the IPO, as a business development consultant to provide business development l advisory services to the Company in relation to its existing and future projects (the \u201cChristian Cordier Services\u201d). The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Mystic Light Pty Ltd is entitled to fees of \u00a31,000 per month for providing the Christian Cordier Services plus reasonable and properly documented expenses incurred during the performance of the Christian Cordier Services. ", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-247": { "value": "16. RELATED PARTY TRANSACTIONS Cavendish Trust Company Limited (CTC) provides company administration and secretarial services to the Company on normal commercial terms as part of their normal business activity. As such it is not normally treated as a related party. Fees invoiced by CTC during the year include \u00a314,400 (2024: \u00a314,400), relating to director\u2019s fees for the services of J. Cunningham-Davis, a director of CTC. At the year-end a balance of \u00a366,472 (2024: \u00a356,435), was outstanding. Lion Mining Finance Limited, a company in which Colin Bird is director and shareholder, has provided financial and technical services to the Company amounting to \u00a310,800 in the year (2024 - \u00a310,800). At the year-end a balance of \u00a316,200 (2024: \u00a36,300) was outstanding. The Board considers this transaction to be on normal commercial terms and on an arm\u2019s length basis. In October 2020 a loan of US$ 54,940 (\u00a341,250) was advanced to African Pioneer Zambia Ltd jointly by Colin Bird (US$ 27,470) and Raju Samtani (US$ 27,470) in order to acquire certain licenses. Intragroup Loans African Pioneer Plc Loans due from / (due to) balances with group companies at the end of the year are as follows. Loans are interest free and repayable on demand.
2025
2024
\u00a3
\u00a3
Zamcu Exploration Pty Ltd
1,780,403
1,701,499
Resource Capital Partners Pty Ltd
(370,836)
(392,299)
African Pioneer Zambia Ltd
128,496
110,222
Directors\u2019 Letters of Appointment and Service Agreements as disclosed in the May 2021 Prospectus (a) Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of James Cunningham-Davis as a Director. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. James Cunningham-Davis is entitled to director\u2019s fees of \u00a312,000 per annum for being a director of the6Company plus reasonable and properly documented expenses incurred during the performance of his duties which will be invoiced by Cavendish Trust Company Ltd an Isle of Man Trust Company that James Cunningham- Davis is a founder and managing director of. James Cunningham-Davis is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with James Cunningham-Davis and/or Cavendish Trust Company Ltd in relation to the appointment of James Cunningham-Davis as a director of the Company. (b) Pursuant to an agreement dated 24 May 2021, the Company appointed Kjeld Thygesen as a non-executive Director with effect from the date of the IPO. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing and Kjeld Thygesen is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Kjeld Thygesen is not entitled to any pension, medical or similar employee benefits. (c) Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of Colin Bird as a Director. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Colin Bird is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Colin Bird is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with Colin Bird in relation to his appointment as a director of the Company. d) Pursuant to a consultancy agreement dated 24 May 2021, the Company has, with effect from the date of the IPO, appointed Colin Bird as a consultant to provide technical advisory services in relation to its current and future projects including but not limited to assessing existing geological data and studies, existing mine development studies and developing exploration programs and defining the framework of future geological and mine study reports (the \u201cColin Bird Services\u201d). The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Colin Bird is entitled to fees of \u00a33,500 per month for being a consultant to the Company plus reasonable and properly documented expenses incurred during the performance of the Colin Bird Services. (e) Pursuant to an agreement dated 24 May 2021, the Company renewed the appointment of Raju Samtani. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Raju Samtani is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Raju Samtani is not entitled to any pension, medical or similar employee benefits. The agreement replaces all previous agreements with Raju Samtani in relation to his appointment as a director of the Company. (f) Pursuant to a consultancy agreement dated 24 May 2021, the Company has ,with effect from the date of Admission, appointed Raju Samtani as a financial consultant to provide financial advisory services to the Company (the \u201cRaju Samtani Services\u201d). The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Raju Samtani is entitled to fees of \u00a32,667 per month for being a consultant to the Company plus reasonable and properly documented expenses incurred during the performance of the Raju Samtani Services. (g) Pursuant to an agreement dated 24 May 2021, the Company appointed Christian Cordier as a Director with effect from the date of Admission. The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Christian Cordier is entitled to director\u2019s fees of \u00a318,000 per annum for being a director of the Company plus reasonable and properly documented expenses incurred during the performance of his duties. Christian Cordier is not entitled to any pension, medical or similar employee benefits. (h) Pursuant to a consultancy agreement dated 24 May 2021, with Mystic Light Pty Ltd a personal service company of Christian Cordier the Company has secured the services of Christian Cordier, with effect from the date of the IPO, as a business development consultant to provide business development l advisory services to the Company in relation to its existing and future projects (the \u201cChristian Cordier Services\u201d). The appointment continues unless terminated by either party giving to the other 3 months\u2019 notice in writing. Mystic Light Pty Ltd is entitled to fees of \u00a31,000 per month for providing the Christian Cordier Services plus reasonable and properly documented expenses incurred during the performance of the Christian Cordier Services. ", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-248": { "value": "
17. POST BALANCE SHEET EVENTS
Corporate Transactions: Post the year end First Quantum has informally notified the Company that they will be
looking to exit the First Quantum Option Agreement due to First Quantum\u2019s current focus in Zambia being on their
mining operations. Prior to exercising its option First Quantum had met is initial expenditure requirement by
spending US500,000 on each of the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and
27771-HQ-LEL (the \u201cZambian Projects\u201d). The Company has in the meantime received interest from third parties
in acquiring an interest in / jointly developing its Zambian Projects and will be looking to conduct further
exploration work on the Zambian Projects where a number of targets which have been identified.
Fundraising: Post the period end on 2 February 2026 the Company announced it had raised \u00a31,800,000 before
expenses at 0.9 pence per Ordinary Share. Each participant in this fundraising will, subject to general meeting
approval, receive one (1) warrant for each fundraising share issued exercisable at 1.6 pence each for two years
from 16 February 2026 . The issue of the these warrants is conditional on the passing of a resolution at a General
Meeting to allow their issue.. The Company also issued a warrant to Shard Capital Partners LLP to subscribe for a
total of 2,973,750 new Ordinary Shares exercisable at 1.6 pence for a period of two years from 16 February 2026
these broker warrants are not subject to shareholder approval at a General Meeting.
Other than mentioned above there are no significant events which have occurred subsequent to the reporting date
that would have a material impact on the consolidated financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800QQF8O18CMJPW43", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } } } }