ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(Company no 008591V)
AFRICAN PIONEER PLC
1
CONTENTS:
PAGE
Company Information 2
Key Highlights 3
Chairman’s Statement 3
Board of Directors and Senior Management 5
Financial, Corporate and Operational Review 6
Directors’ Report 15
Directors’ Remuneration Report 18
Corporate Governance Report 22
Strategic Report 30
Statement of Directors’ Responsibilities 36
Independent Auditor’s Report 37
Consolidated Statement of Comprehensive Income 46
Consolidated Statement of Financial Position 47
Consolidated Statement of Changes in Equity 48
Consolidated Statement of Cash Flows 49
Company Statement of Financial Position 50
Company Statement of Changes in Equity 51
Company Statement of Cash Flows 52
Notes to the Financial Statements 53-77
AFRICAN PIONEER PLC
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COMPANY INFORMATION
DIRECTORS
C Bird (Executive Chairman)
R Samtani (Finance Director)
C Cordier (Business Development Director)
K Thygesen (Independent Non-Executive Director)
J Cunningham-Davis (Non-Executive Director)
BANKERS
Standard Bank
Standard Bank House
One Circular Road
Douglas, Isle of Man
IM1 1SB
SECRETARY
Cavendish Secretaries Limited
REGISTERED NUMBER
008591V
REGISTERED OFFICE
19-21 Circular Road
Douglas
Isle of Man
IM1 1AF
AUDITORS
RPG Crouch Chapman LLP
40 Gracechurch Street
London EC3V 0BT, England
FINANCIAL ADVISER
Beaumont Cornish Limited
5-10 Bolton Street,
London W1J 8BA, England
REGISTERED AGENT
Cavendish Trust Company Limited
19-21 Circular
Douglas, Isle of Man
IM1 1AF
JOINT BROKERS
Shard Capital Partners LLP
The Willis Building
51 Lime Street,
London EC3M 7DQ, England
AlbR Capital Limited
3rd Floor, 80 Cheapside.
London EC2V 6EE, England
AFRICAN PIONEER PLC
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KEY HIGHLIGHTS
• Consolidated Net assets – £ 4,467,588 (2024 – £ 4,640,962)
• Consolidated (Loss)/Profit - Loss – £ (612,466) (2024 - £ (650,973))
• The Group reports its results and raises funds in Pounds Sterling (GBP).
• Its primary assets are in Namibia, Zambia, and Botswana
CHAIRMAN’ STATEMENT
Dear Shareholder
African Pioneer continues to make progress in all aspects of its business and have reached the point where the full potential
of the Ongombo Project has been determined. It is apparent that Ongombo, on a stand-alone basis, has immense potential
since it potentially has over 200,000 tonnes of contained copper and is open ended. Fieldwork has indicated that the adjacent
Ongeama Project has potential to add to the overall resource as well as the open pit potential.
There exists opportunity in the immediate area to acquire significant additional ore resources, which could be fed to a central
plant, which is our ultimate objective but not essential for the viability of Ongombo. We are about to embark upon drilling
programs at both Ongeama and Ongombo.
During the period under review, we have received financing approaches regarding Ongombo and are optimistic that we will
be able to make an investment decision during 2026. The order of magnitude of the mine is expected to be annual copper
production in the region of 10,000 tonnes sustainable with production potential increasing according to resource definition
and acquisition. When designing the plant, the ability to expand will be integrated into the mining design.
Our exploration and activities in Zambia have been revisited and whilst we continue to investigate the potential for Kamoa
style mineralisation, we have not dismissed the potential for near surface bulk mining of a lower grade copper. Drilling has
demonstrated that this potential exists, but the concept has been subordinated to the quest to identify Kamoa style
mineralisation. We will continue to explore in parallel both routes now that the dry season has commenced.
We did not carry out any drilling programmes in Botswana during the year and the licences are , under review by the Company
in cooperation with its 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 the year we raised £420K(gross) in February 2025 and post the period end in February 2026 raised £1.8 m (gross).
More detailed information regarding the Company’s operations and policies are included in the following sections of the
Financial Statements, Financial, Corporate and Operational review, Director's report, Director’s remuneration report,
Corporate Governance report and Strategic report.
Outlook: During late 2025, the copper price strengthened materially, reaching levels in excess of US$11,000 per tonne and,
at times, trading close to US$12,000 per tonne, reflecting tightening supply conditions and strong demand from
electrification, renewable energy and infrastructure investment. Moving into 2026, copper prices have remained elevated
and volatile, with spot prices generally trading in a range between US$12,000 and US$13,000 per tonne, and market
consensus forecasts continuing to point to structurally higher long-term price levels.
AFRICAN PIONEER PLC
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Notwithstanding this price volatility, forecasts for the price of copper and its by-product metals remain positive. The outlook
for copper supply is widely regarded as constrained, as a significant number of large-scale copper mining projects have been
deferred or cancelled due to political, regulatory and economic factors. This supply shortfall is expected to result in the
development of smaller but profitable mining operations and to increase consolidation activity, with junior mining companies
holding high-quality copper resources in stable jurisdictions becoming potential acquisition targets for major mining groups.
Against this backdrop, the Board feels the Group has assembled an enviable portfolio of projects is well positioned across its
portfolio of projects, particularly our Namibian projects, to benefit from a potential acquisition cycle within the copper sector
or, alternatively, to attract project financing for the development of its own operations. We look forward to advancing all
our projects and providing our shareholders with the prospects of enhanced value flowing into next year.
AGM and Resolutions: The resolutions for the forthcoming Annual General Meeting will be contained in a separate Notice
which will be made available to shareholders and on the website https://africanpioneerplc.com/ , The Directors will
recommend shareholders to vote in favour of all the resolutions and a form of proxy will be dispatched to all shareholders
for this purpose.
Finally, I would like to thank my fellow directors and management for their untiring efforts, in a difficult environment to
make progressive progress.
Yours sincerely,
Colin Bird, Executive Chairman
African Pioneer Plc
29 April 2026
AFRICAN PIONEER PLC
BOARD OF DIRECTORS
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Colin Bird - Executive Chairman
Colin is a chartered mining engineer and a Fellow of the Institute of Materials, Minerals and Mining with more than 40
years’ experience in resource operations management, corporate management, and finance. Colin has multi commodity
mine management experience in Africa, Spain, Latin America and the Middle East. He has been the prime mover in a
number of public company listings in the UK, Canada and South Africa. His most notable achievement was founding
Kiwara Resources Plc and selling its prime asset, a copper property in Northern Zambia, to First Quantum Minerals for
US$260 million in January 2010.
Raju Samtani – Finance Director
Raju is currently also finance director of Bezant Resources Plc, traded on AIM. His previous experience includes three years
as Group Financial Controller at marketing services agency WTS Group Limited, where he was appointed by the Virgin
Group to oversee their investment in the WTS Group Ltd. He was also involved as founder shareholder and finance director
of Kiwara Plc which was acquired by First Quantum Minerals Ltd in January 2010. Over the last few years, he has been
involved in senior managerial positions for several AIM/Johannesburg Stock Exchange listed companies predominantly in
the resource sector and has also been involved in FCA compliance work within the investment business sector.
Christian Cordier – Business Development Director
Christian has had considerable involvement in corporate finance and investments in both public and private mining and
exploration companies for over 26 years. His portfolio includes joint ventures with major international mining houses,
investments in listed companies in the United Kingdom, Australia, Canada and Southern Africa as well as private mining
operations. He has extensive experience in sourcing natural resource projects and nurturing them through the value curve by
packaging and arranging venture funding, managing the permitting and exploration process, negotiating off-take agreements
and the formation of a strong management team. He worked as CFO and senior accountant as well as company secretary for
private and public companies and is a member of SA Institute for Professional Accountants (“SAIPA”). Christian has done
various transactions in Coal, Platinum Group Metals, Chrome, Copper, Silver, Potash, Phosphates, Diamonds, Gold, Lithium
and Manganese. Christian focuses on business development and wealth creation for private and publicly listed companies in
the mining and exploration sector.
Kjeld Thygesen – Independent Non-Executive Director
Kjeld Thygesen is mining investment veteran of more than 45 years. After being a mining analyst at James Capel in the latter
half of the 1970’s he was manager of the commodities department at Rothschild Asset Management between 1980-89. In
1990 he formed Lion Resource Advisors (LRA) as a specialist adviser in the mining and natural resource sectors. LRA was
the advisor to the Midas Fund in the US between 1992 – 2000, which was one of the top performing finds during that period.
From 2002-2008 he was Investment director of Resources Investment Trust Limited, a London listed investment trust which
returned a threefold investment during that period. He has served on several mining company boards over the past twenty
years.
James Cunningham-Davis – Non-Executive Director
James Cunningham- Davis is a qualified solicitor who is currently non-practising. He is the Founder and Managing Director
of Cavendish Trust Company Limited and Cavendish Secretaries Limited, both headquartered in the Isle of Man. Through
these firms, he oversees the delivery of a broad suite of professional services to a diverse portfolio of private companies and
publicly listed entities across multiple jurisdictions, with particular focus on the natural resources and mining, technology,
and property sectors. He brings over 30 years of experience spanning international legal practice, corporate finance, and
professional services. Throughout his career, he has served as a director of numerous private and publicly traded companies.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
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INTRODUCTION
African Pioneer Plc a company engaging in development of natural resources exploration projects in Sub-Saharan
Africa presents its year-end results for the year ended 31 December 2025.
The Directors are required to provide a year-end report in accordance with the Financial Conduct Authorities (“FCA”)
Disclosure Guidance and Transparency Rules (“DTR”). The Directors consider this Financial, Corporate and Operational
Review along with the Chairman’s Report, the Strategic Review and the Director’s Report provides details of the important
events which have occurred during the period and their impact on the financial statements as well as the outlook for the
Company going forward.
The Company’s short to medium term strategic objectives are to enhance the value of its mineral resource Projects through
exploration and technical studies conducted by the Company or through joint venture or other arrangements (such as the
Option Agreement with First Quantum on its 4 North-West Zambian licences) with a view to establishing the Projects can
be economically mined for profit. With a positive global outlook for both base and precious metals, the Directors believe
that the Company’s Projects provide a base from which the Company will seek to add significant value through the
application of structured and disciplined exploration and development of the Ongombo copper gold project in Namibia into
an operating mine.
FINANCIAL REVIEW
Financial highlights:
• Consolidated Loss: £612k loss after tax (2024: £651k – loss)
• Approximately £23k cash at bank at the period end (2024: £13k)
• The basic and diluted profit (losses) per share are summarised in the table below
Profit (Loss) per share (pence)
2025
2024
Basic & Diluted
Note 6
(0.23)p
(0.29)p
• Net assets as at 31 December 2025 was £4.5m (31 December 2024 £4.6m)
Fundraisings and issue of shares:
On 10 February 2025 the Company announced it had raised £420,000 before expenses at 1 pence per Ordinary Share
(“Fundraising Price”) through the issue of 42,000,000 new Ordinary Shares of no par value each (“Ordinary Shares”) (the
“Fundraising Shares”). Each participant in the Fundraising also received one (1) warrant exercisable at 1.75 pence per
ordinary share from 12 months to 36 months after admission on 13 February 2025 (“Admission”) for each Fundraising Share
issued. The Company also issued a warrant to Shard Capital Partners LLP to subscribe for a total of 2,100,000 new Ordinary
Shares exercisable at the Fundraising Price for a period of three years from Admission.
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 £7,246 of accrued fees and 1,000,000 new
Ordinary Shares will be issued at the Fundraising Price to settle £10,000 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 £40,000 of accrued fees and 252,307
Ordinary Shares at 1.95 pence to settle £4,920 of accrued fees.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
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Post the period end on 2 February 2026 the Company announced it had raised £1,800,000 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 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.
CORPORATE REVIEW
Company Board: The Board of the Company comprises Colin Bird, Executive Chairman Raju Samtani, Finance Director
Christian Cordier, Business Development Director Kjeld Thygesen, Independent Non-executive Director James Nicholas
Cunningham-Davis, Non-executive Director
Listing: The Company was admitted to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules)
and commenced trading on the Main Market for listed securities of the London Stock Exchange on 1 June 2021 (the “Listing”
or “IPO. On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules ("UKLR") under which the existing
Standard Listing category was replaced by the Equity Shares (transition) category under Chapter 22 of the UKLR.
Consequently, with effect from that date the Company is admitted to Equity Shares (transition) category of the Official List
under Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities.
Corporate Transactions during the period: There were no corporate transactions during the period.
OPERATIONAL REVIEW
The Company completed an Initial Public Offering (IPO) on the Standard List of the London Stock Exchange and the
acquisition of its projects in Zambia, Namibia, and Botswana in 2021. The primary metal in all countries is copper with by-
product potential in all of our projects. In Zambia we have potential for cobalt, in Namibia for gold and in Botswana for
silver. In 2022 the Company granted an option to First Quantum in relation to 4 of the 5 Zambian exploration licences held
by African Pioneer Zambia (the “First Quantum Option Agreement”). On 16 October 2023 the Company announced that
First Quantum had exercised its option in relation to 2 of the 4 Zambian exploration licences the subject of the First Quantum
Option Agreement and on 16 February 2024 that First Quantum had issued an Option Exercise Notice in relation to the 2
other Zambian exploration licences the subject 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. An update on the First Quantum Option Agreement is provided
in the Post Period End and Outlook section of this report.
The Company’s 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.
NAMIBIA:
On 25 June 2025 the Company announced that it had received the official, unconditional Mining Licence (ML 240) which is
valid until 23 March 2045 for its 85%-owned Ongombo Copper-Gold Project, located approximately 40 km northeast of
Windhoek in the Khomas Region of Namibia. The formal receipt of the physical licence marked the final step in the
government permitting process and follows the award in early April 2025 of the Environmental Clearance Certificate (ECC
No. 2302356, dated 24 March 2025).
Key Highlights
• All required Namibian government approvals now formally granted
• Mining Licence No. 240 is fully active and unconditional and is valid to 23 March 2045
• Company is engaging with external mining and resource advisors who provided updated resource estimates for the
open pit mineralisation who will provide recommendations for infill drilling and colour locations that will maximise
increases in the global resource
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
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• Planning discussions are ongoing with preferred mining contractor for both open pit and underground mining.
Specifically looking to build a database of unit costs for key components of the mine plan to update the financial
model
The company is investigating nearby mining concessions which have known resources and access. The company
believes there is synergy between a number of projects and that Ongombo can be enlarged by collaboration or
acquisition
• Independent updated total (gross)* Indicated Mineral Resource Estimate (MRE) of 5.7Mt at 1.1% Cu Equivalent
(CuEq), 0.94% Cu and 0.23g/t Au and a very substantial Inferred underground potential Resources of 23Mt at 1.1%
CuEq, 0.95% Cu and 0.24g/t Au as announced on 16 May 2023
• Advanced discussions with multiple parties about project level funding of the Ongombo Project.
*gross representing 100% MRE and African Pioneer has 85% interest in the Project
Optimisation studies have been undertaken by external consultant Sound Mining with the mandate to investigate the potential
for development of the Ongombo Mineral Resource, to review the Addison geological block model, develop a set of mine
design criteria, complete a base case for optimisation and generate sensitivity analysis of the base case under a range of
operating scenarios.
The Addison Mineral Resource Estimate was based on a total of 295 drillholes completed between 1988 and 1991 with a
further 33 holes drilled between 2008 and 2014 followed by 54 holes drilled by African Pioneer. All drill data was
incorporated in Sound Mining’s study.
Mine design criteria used assumed for the base case a discount rate of 10%, and metal prices including copper at US$9,100
per tonne, gold at US$2,300 per ounce and silver at US$28 per ounce. Payability factors of 82%, 70% and 0% respectively
were applied to all copper, gold and silver assumed to be recovered.
Other mine design criteria included the following:
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
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AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
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The resulting pit optimisation results returned the “Ultimate Pit” scenario:
When compared to the Mineral Resource (as at 16 May 2023), the optimisation increased the run of mine estimation by
approximately 13 % and increased the estimated copper grade by approximately 124%.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
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The resulting 2024 Ultimate Pit resulted in the creation of two separate open pits duly named the South and north Pits which
better reflect a more realistic mining methodology and recognise two separate phases on mining. Phased development and
preliminary planning indicates a preference for the development of the North Pit in the first instance.
Further work required ahead of completion of a final mine plan and schedule includes some geotechnical drilling and infill
drilling especially in areas where historically no gold assays were completed.
Project Background: The Ongombo project is situated in Exclusive Prospecting License (EPL) 5772 in the Khomas region
of the Windhoek District of Namibia, 45 km from Windhoek, the capital of Namibia. The project area has relatively well-
developed infrastructure on the farms Ongombo Ost and Ongombo West. The property is easily accessed by a tar road from
Windhoek to Gobabis and then on a gravel road up to the project area. There is also a railway line from Gobabis to Walvis
Bay, via Windhoek running parallel to the tarred road. The Ongombo Project is located 15km northeast from Otjihase Mine
which consists of two underground mines (Otjihase and Matchless) and an 800ktpa copper concentrator.
The Ongombo project lies within the Matchless Member of the Kuiseb Formation, a conspicuous assemblage of lenses of
foliated amphibolites, chlorite-amphibolite schist, talc schist and metagabbro. This belt, up to 5km wide in the Otjihase area,
stretches 350km east-north-eastwards in the Southern Zone of the Damara Orogen from the Gorob – Hope area. The deposit
is generally described as a Besshi-type massive sulphide. These are described as thin sheet-like bodies of massive to well-
laminated pyrite, pyrrhotite, and chalcopyrite within thinly laminated clastic sediments and mafic tuffs. At the Ongombo
project mineralisation occurs in one continuous zone approximately 7 km long and 0.5 – 1 km wide. The mineralisation zone
dips consistently 15-20° northwest and plunges 5° northeast. Mineralisation is gradually thinning westward.
On 25 June 2025 the Company announced that it had received the official, unconditional Mining Licence (ML 240) which is
valid until 23 March 2045 for its 85%-owned Ongombo Copper-Gold Project, ML 240 is within EPL 5772 and the pending
renewal of EPL 5772 which expired on 1 February 2026 is reflected on the Namibian Mines and Energy Cadastre Map Portal.
The Company’s 85% owned subsidiary Manmar Investments One Three Six (Pty) Ltd holds EPL 6011 which expires on 5
December 2026.
ZAMBIA:
As mentioned above First Quantum has issued Option Exercise Notices in relation to all 4 of the Zambian exploration
licences having spent in excess of US$500,000 on each of these 4 licences prior to issuing the Option Exercise Notices.
The licence package the subject of the First Quantum Option Agreement covers part of the north-western extension of the
Zambian Copperbelt. The properties are located within 80-100km of First Quantum’s giant Sentinel copper mine, one of the
largest copper mines in Africa, with a reported Measured and Indicated Resources of 891Mt @ 0.45% Cu. They also lie close
to the Enterprise nickel deposit (37.7Mt @ 1.03% Ni) which is being reportedly moved towards development.
The Projects lie on the Lufilian Fold Belt in the Domes region of the Central African Copperbelt, straddling the western
boundary of the Kabompo Dome, underlain principally by rocks of the Lower and Upper Roan, as well as the stratigraphically
higher Kundelungu and Nguba Groups. This geological package is similar in age and rock type to that hosting the major
copper deposits of the Copperbelt, including Sentinel. Therefore, the licence areas are considered to be strongly prospective
for Copperbelt-type copper/cobalt and/or nickel deposits. They are historically underexplored, representing the westerly
extension of the Copperbelt which has not been investigated in detail, as previous work focussed primarily on the central part
of the zone.
Highlights
• Drilling confirmed proof of concept that licences are in the right lithology confirming Congo-style mineralisation.
• 4 diamond drill holes completed at the Turaco target for 1,297.1m.
• A 772.3m deep diamond drill hole completed over the Ikatu on an Audio Magneto Telluric (“AMT”) generated target.
Awaiting results.
• 9 reverse circulation (“RC”) holes drilled at the Chipopa target for a total of 780m.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
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First Quantum continue to evaluate the licences under the option agreement based on licence-wide geochemical analysis and
drilling completed to date. A number of targets have been identified, some of which warrant more detailed follow up. This
geological environment classified as the Fold and Thrust Belt is complex and the Company benefits from the expertise and
local knowledge gained by First Quantum following years of exploration in the region. The Fold and Thrust Belt and
adjoining Western Foreland are currently the focus of intense exploration and speculation from exploration companies of
varying size and the information being generated by African Pioneer and First Quantum represents extremely valuable data
and knowledge of a region with little detailed exploration having taken place but where the exploration prize is potentially
significant.
First Quantum: is one of the world’s top 10 copper producers operating in several countries including Zambia where it
owns the Sentinel and Kansanshi mines in North west Zambia and is known for its specialist technical engineering
construction and operational skills which have allowed it to develop and successfully run complex mines and processing
plants. Colin Bird, the chairman of African Pioneer, was a founder of and floated Kiwara Plc in around 2008 which
discovered copper in northwest Zambia and was sold to First Quantum in January 2010 for U$260 million. First Quantum
then developed the Kiwara Plc projects into the Sentinel mine which is the world’s 14
th
largest copper mine.
BOTSWANA
The Botswana projects comprise 5 prospecting licences which have been renewed through 31 March 2026 and are now
pending renewal and comprise approximately 770 sq. km. in the Kalahari Copperbelt. If the all the prospecting licences are
not renewed then the Company would have to make an impairment provision against the Groups exploration and evaluation
asset in relation to its Botswana project of £446K Whilst the exploration to date on the 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.
All the Botswana licences are currently under review by the Company in cooperation with its 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.
Sandfire Option Agreement: The Sandfire Option Agreement was announced on 4 October 2021 and was for two years
from 2 October 2021 and relates to PL 100/2020, PL 101/2020, PL 102/2020 and PL 103/2020 (the “Included Licences”).
Sandfire paid US$500K and issued 107,272 Sandfire ordinary shares to the Company at the time of entering into the Sandfire
Option Agreement. As announced on 29 September 2023 Sandfire notified the Company that it would not be exercising its
option under the Sandfire Option Agreement. Sandfire’s Exploration Commitment under the Sandfire Option Agreement was
to fund US$1 million of exploration expenditure on the Included Licences (the “Exploration Commitment”) within the
Option Period with 60% of the Exploration Commitment to be on drilling and assay costs. If the Exploration Commitment
is not spent, any shortfall is due to be paid by Sandfire to African Pioneer. The Company is reviewing the Exploration
Commitment with Sandfire. Sandfire have confirmed that they will provide Exploration Information that it holds in relation
to the Included Licences.
POST PERIOD END EVENTS AND OUTLOOK
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’s 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
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
13
the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the “Zambian
Projects”). 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 £1,800,000 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
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.
The net proceeds from the February 2026 fundraising are planned to be used in relation to the project activities with the main
focus on the Ongombo and Ongeama copper gold projects in Namibia, AFP’s projects in Zambia and Botswana and general
working capital requirement of the group.
Information on the Company’s Projects and work planned subject to ongoing exploration results.
Namibia: Ongombo and Ongeama Resource Development Update
The Company has completed an in-house review of the Ongombo and adjoining Ongeama copper - gold project and will now
undertake 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.
Highlights
• Current escalation in metal prices has warranted a mine design and plant throughput capacity as project economics
have benefitted from substantial prices rises in all three relevant metals, copper, gold and silver.
• Drilling has been proposed to facilitate detailed mine design for both the Ongombo and Ongeama projects.
Drilling aims to increase the existing Ongombo starter pit (1.0Mt @ Cu 1.33%, Au 0.17 g/t and Ag 6.3 g/t) with
further up-dip extensions to the northeast of the current pit outline
• Additional underground resources will benefit from closer spaced drilling to provide geotechnical data for
development planning, confirmation of the most appropriate underground mining method and a reclassification of
the Mineral Resource.
Ongombo - Ongeama Programme
Work will be undertaken within Ongombo mining licence ML240 located within exploration licence EPL5772 and the
Ongeama exploration licence, EPL6011.
The original 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
Work planned comprises the following:
• Ongombo Eastern Shoot is open up-dip from historic drilling. The proposed drilling will aim to delineate the
mineralisation extension to surface.
• Ongombo Ost North Shoot has been under-explored. A ground magnetic geophysical survey will be undertaken
following which a provisional drill programme has been recommended.
• Ongeama South Project has defined higher grade mineralised shoots within low-grade envelopes. Two shoots have been
targeted to test the up-dip extension towards surface.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
14
Zambia: External Fold and Thrust Belt Exploration
• Ground Geophysics: Additional geophysical surveys planned to better define drill targets within the 4 exploration
licences
• Drill Programme: Targeting near-surface mineralisation broadly defined by regional-wide geochemical surveys that
highlighted extensive areas anomalous in copper.
Botswana: The Company is continuing with its review of options and strategies for these 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.
Outlook for Copper: During late 2025, the copper price strengthened materially, reaching levels in excess of US$11,000
per tonne and, at times, trading close to US$12,000 per tonne, reflecting tightening supply conditions and strong demand
from electrification, renewable energy and infrastructure investment. Moving into 2026, copper prices have remained
elevated and volatile, with spot prices generally trading in a range between US$12,000 and US$13,000 per tonne, and market
consensus forecasts continuing to point to structurally higher long-term price levels.
Notwithstanding this price volatility, forecasts for the price of copper and its by-product metals remain positive. The outlook
for copper supply is widely regarded as constrained, as a significant number of large-scale copper mining projects have been
deferred or cancelled due to political, regulatory and economic factors. This supply shortfall is expected to result in the
development of smaller but profitable mining operations and to increase consolidation activity, with junior mining companies
holding high-quality copper resources in stable jurisdictions becoming potential acquisition targets for major mining groups.
Against this backdrop, the Board feels the Group has assembled an enviable portfolio of projects and the Company is well
positioned across its portfolio of projects to benefit from a potential acquisition cycle within the copper sector or,
alternatively, to attract project financing for the development of its own operations. We look forward to advancing all our
projects and providing our shareholders with the prospects of enhanced value flowing into next year.
Colin Bird
Chairman
29 April 2026
AFRICAN PIONEER PLC
DIRECTORS’ REPORT
15
The directors present their report on the affairs of African Pioneer Plc (the “Company”) for the year ended 31 December
2025. The Company was incorporated on 20 July 2012.
PRINCIPAL ACTIVITIES
Investing in small natural resource projects and mineral exploration projects can be very rewarding, but because of the issues
and uncertainties arising from exploration, resource estimation, commodity price volatility, politics and the financing of such
projects, there is a significant possibility of such reward not materialising. As a result of the nature and size of the Company
it will, in the early years particularly, be exposed to a concentration of risk either by sector or geographically, or possibly
both. These risks are outlined in more detail in the Strategic Report.
REVIEW OF THE BUSINESS
During the year, the Group made a loss of £612,466 – (2024: loss of £650,974).
A review of the current and future development of the Group’s business are included in the Strategic Report.
The Directors do not recommend the payment of a dividend (2024: £nil).
SUBSEQUENT EVENTS
Details of subsequent events after the year end are disclosed in note 17 of the financial statements
DIRECTORS
The names of the Directors who served throughout the period and subsequent to the year end, are as follows:
C Bird
R. Samtani
C Cordier
K Thygesen
J Cunningham-Davis
Directors’ interests in the ordinary share capital of the Company at the date of this report are disclosed within the
Directors Remuneration Report
DIRECTOR’S REMUNERATION
The Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 18 to 20.
DIRECTORS’ AND OFFICERS’ INDEMNITY INSURANCE
The Group has purchased Directors’ and Officers’ liability insurance which provides cover against liabilities arising against
them in that capacity.
AFRICAN PIONEER PLC
DIRECTORS’ REPORT (continued)
16
USE OF FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Details of the use of financial instruments and associated risk management by the Group are included in note 3 to the financial
statements.
SUBSTANTIAL SHAREHOLDINGS
Other than Directors interests which are set out below on a separate table in this report, the following shareholders held 3%
or more of the issued share capital of the Company on 24 April 2026. These holdings are extracted as they appear in the
relevant custodian account on the Company’s share register.
Registered Shareholder
No. of shares
Percentage
The Bank Of New York (Nominees) Limited *
80,309,871
15.33%
Vidacos Nominees Limited. IGUKCLT *
78,050,876
14.90%
GHC Nominees Limited *
61,114,558
11.67%
Vidacos Nominees Limited. FGN *
46,196,709
8.82%
Interactive Brokers LLC IBLLC2 *
28,205,587
5.38%
Securities Services Nominees Limited 2832050 *
24,277,778
4.63%
Hargreaves Lansdown (Nominees) Limited HLNOM *
20,421,677
3.90%
338,577,056
64.63%
*Nominee shareholder; not beneficial owner.
UK STREAMLINED ENERGY AND CARBON REPORTING
The Group’s UK energy and carbon information is not disclosed as the Company qualifies as it consumed less than 40MWh
and is a Low Energy user in the UK as defined in the Environmental Reporting Guidelines Including streamlined energy
and carbon reporting guidance March 2019 (Updated Introduction and Chapter 1) and as such is not required to provide
detailed disclosures of energy and carbon information. The Company is based in the Isle of Man and has no UK-based
subsidiaries and its overseas subsidiaries, some of which own exploration licences and conduct exploration activities outside
the U.K. are not required to report U.K. energy consumption in their own right. The Company was also below this threshold
in 2025.
POLITICAL DONATIONS
The Group made no political donations during the year (2024: none).
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO
THE AUDITORS AND DIRECTORS’ RESPONSIBILITIES
The Directors (being Colin Bird-Chairman, Raju Samtani-Finance Director, Christian Cordier-Business Development
Director, Kjeld Thygesen -Independent Non-Executive Director and James Cunningham-Davis Non-Executive Director, who
were in office at the date of approval of this report, confirm that, so far as they are aware, there is no relevant audit information
of which the Company’s auditor is unaware of and that they have taken all reasonable steps to take themselves aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
AFRICAN PIONEER PLC
DIRECTORS’ REPORT (continued)
17
The Directors are responsible for preparing the financial statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom’s Financial Conduct Authority (“DTR”) and with International Financial
Reporting Standards as adopted by the United Kingdom.
The Directors confirm to the best of their knowledge that:
• the financial statements have been prepared in accordance with the relevant financial reporting framework and give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Company; and
• the Strategic Report and Directors’ Report include a fair review of the development and performance of the business and
the financial position of the Group and the Company, together with a description of the principal risks and uncertainties
that it faces; and
• the annual report and financial statements, taken as a whole, are fair, balanced, and understandable and provide the
information necessary for shareholders to assess the Group’s position, performance, business model and strategy.
AUDITORS
The auditors, RPG Crouch Chapman LLP have indicated their willingness to continue in office. A resolution to re-appoint
them will be proposed at the forthcoming Annual General Meeting.
Signed on behalf of the Board:
29 April 2026
Colin Bird Raju Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT
18
This Remuneration Report sets out the Group’s policy on the remuneration of Directors, together with details of Directors’
remuneration packages and service contracts for the year ended 31 December 2025.
The Company’s policy is to maintain levels of remuneration to attract, motivate, and retain Directors and Senior Executives
of the highest calibre who can contribute their experience to deliver industry-leading performance with the Company’s
operations. The Company is nonetheless mindful of the need to balance this objective with the fact that it is pre-revenue.
Since listing on 1 June 2021, the Company’s Directors have largely remunerated through a combination of modest salaries
and/or fees and where relevant, equity positions as founders and as a result the total salaries and fees payable to directors has
been relatively modest. Since listing the Director’s remuneration has remained the same and in light of this and the fact that
the Company has only been listed since 2021 it was not considered meaningful to provide a Ten-year summary of CEO
remuneration.
As the Company grows, and increasingly makes hires, it will become necessary to move to a more long-term and sustainable
policy, which continues to align the interests of Directors and senior staff with those of shareholders while recognising that
new hires will not initially have a significant equity position.
Accordingly, it is likely that compensation packages for Executive Directors will need to move over time to a level more
consistent with the market. Currently, Directors’ remuneration is not subject to specific performance targets. The Company
is sufficiently small that the Board does not consider that it is necessary to impose such targets as a matter of principle but
believes that exceptional performance can be rewarded on an ad hoc basis.
The Board proposed and shareholders approved at the 2022 AGM a share option scheme which is to incentivise both
Executive and non-Executive Directors as well individuals holding positions of responsibility in or whom are consultants to
the Company (“Share Option Scheme”). On 24 January 2023 the Company announced that pursuant to the Share Option
Scheme approved at the Company’s Annual General Meeting (“AGM”) held on 23 August 2022 16,850,000 options over
Ordinary Shares (“Options”) were awarded, 6,600,000 of the Options were awarded to directors of the Company, as detailed
further in Note 15 and the balance of 10,250,000 Options to other eligible participants. The Company had not previously
issued any Options.
The 2024 Annual General Meeting also approved the Company establishing updated incentive schemes to more closely
align the interest of directors, officers, employees and consultants (“Eligible Participants”) with those of shareholders by
providing for the payment of short-term, annual and transaction incentive awards in cash or Company shares (the “Proposed
Incentive Schemes”). Awards under the Proposed Incentive Schemes are not intended to replace the Share Option Scheme
arrangements. The Proposed Incentive Schemes shall continue in place until the Board of the Company have put an
alternative incentive scheme to the Company’s shareholders which the Company’s shareholders have approved.
The Proposed Incentive Schemes included Annual Incentive Awards: These will be awarded to Eligible Participants with
a minimum of 80% of their awards being related to Company performance and the balance related to individual key
performance indicators determined by the Board until such time as a remuneration committee is formed. The foregoing
percentages are so as to more closely align the annual incentive awards with the interest of shareholders which is primarily
increases in the Company’s share price. Eligible Participants annual incentive award based the Company performance will
be based on improvements in the Company’s share price in the preceding 12-month period (“Company Share Price
Increase"). Following shareholder approval an annual Company Share Price Increase measure was introduced with effect
from 30 June 2024. The base share price for the Company Share Price Increase was 3.32 pence per share for the initial year
being the higher of i) the VWAP for June 2024 and ii) the highest calendar monthly VWAP during the 12 months to 30 June
2024 in both cases multiplied by 120% (the “Initial Base Share Price"). In the second and subsequent years the Company
Share Price Increase will be “high water marked” by the Base Share Price for the relevant year being the higher of i) the
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (continued)
19
Initial Base Share Price and ii) the highest Year End Share Price (as defined below) for each previous year since the Initial
Year multiplied by 120%. The year end share price for each year will be the 30 day VWAP in the last month of the 12 month
period (the “Year End Share Price”). The participation rate in the Company Share Price Increase above the Base Share
Price for the applicable year will be 5% (the “Participation Rate”). In the year ended 30 June 2025 there was no awards
made under the Annual Incentive Awards,
The Board considers the remuneration of Directors and senior staff and their employment terms and makes recommendations
to the Board of Directors on the overall remuneration packages. No Director takes part in any decision directly affecting their
own remuneration. No third parties have been engaged to advice the Board on remuneration and no discretion has been
exercised in the award of director’s remuneration other than the issue of Options.
There has been no correspondence to date from shareholders relating to Directors’ remuneration matters and therefore no
such matters have been considered by the Board in formulating the Company’s remuneration policy.
In determining Executive Director remuneration policy and practices, the Board aims to address the following factors:
• Clarity - remuneration arrangements should be transparent and promote effective engagement with shareholders and
the workforce;
• Simplicity - remuneration structures should avoid complexity and their rationale and operation should be easy to
understand;
• Risk - remuneration arrangements should ensure reputational and other risks from excessive rewards, and risks that
can arise from target-based incentive plans, are identified and mitigated;
• Predictability - the range of possible values of rewards to individual directors and any other limits or discretions are
identified and explained at the time of approving the policy;
• Proportionality – the clarity of the link between individual awards, the delivery of strategy and the long-term
performance of the company should be clear; and
• Alignment to culture - incentive schemes, when implemented will drive behaviours consistent with company
purpose, values and strategy.
Directors’ remuneration
Remuneration of the Directors for the years ended 31 December 2025 and 2024 was as follows:
2025
2024
Directors’
Fees
Consulting
Fees
Total
Emoluments
Total
Emoluments
£
£
£
£
C. Bird
18,000
42,000
60,000
60,000
R. Samtani
18,000
32,000
50,000
50,000
C Cordier
18,000
12,000
30,000
30,000
K Thygesen
18,000
-
18,000
18,000
James Cunningham-Davis
14,400
-
14,400
14,400
Total
86,400
86,000
172,400
172,400
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (continued)
20
Each of the Directors entered into service agreements at the time of the Company’s admission to the market on 1 June 2021.
Details of Directors’ Letters of Appointment and Service Agreements as disclosed in Note 16 of these Financial Statements
and to date no discretionary payments have been made to directors under these agreements.
There were no pensions or other similar arrangements in place with any of the Directors during the years ended 31
December 2025 or 2024.
Payments to past directors
The Company did not pay any compensation to past Directors in 2025 and 2024.
DIRECTORS’ INTERESTS
The beneficial interest of the directors, their spouses and minor children in the share capital of the Company are as follows:
Ordinary Shares of No Par Value
Date of this report
31 December 2025
31 December 2024
C Bird*
42,270,061
24,492,284
24,492,284
R Samtani
33,580,245
18,395,061
18,395,061
J Cunningham-Davis***
-
-
-
C Cordier**
27,222,221
17,222,222
17,222,222
K Thygesen
9,033,333
1,033,334
1,033,334
* Colin Bird’s shareholding includes 5,000,000 ordinary shares held by Campden Park Trading, a company owned and
controlled by Colin Bird, the Company’s Chairman
** Christian Cordier’s shareholding is held via Tonehill Pty Ltd as trustee for The Tonehill Trust, Coreks Super Pty Ltd as
trustee for Coreks Superannuation Fund both of which companies are owned and controlled by Christian Cordier and by
Breamline Pty Ltd of which Christian Cordier is a director and which is a trustee company for Breamline Ministries
.
The Directors have also been granted fully vested options over ordinary shares detailed below, the options are exercisable at
4.5 pence per Ordinary Share and expire on 23 January 2033 one day prior to the tenth anniversary of the grant of the options.
Further details of the terms of the options are in note 15
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
6,600,000
There have been no further changes in directors' interests in the Company’s shares since the year end other than those noted
above.
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (continued)
21
Approved by the Board on 29 April 2026.
Coilin Bird
Executive Chairman
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
22
Corporate Governance
The Board guides and monitors the business and affairs of the Company on behalf of the Shareholders to whom it is
accountable and is responsible for corporate governance matters. While certain key matters are reserved for the Board, it has
delegated responsibilities for the day-to-day operational, corporate, financial and administrative activities to the Business
Development Director, the Executive Chairman and the Finance Director.
In assessing the composition of the Board, the Directors have had regard to the following principles:
• the role of the Executive Chairman and the other directors should not be exercised by the same person;
• the Board should include at least one independent non-executive director, increasing where additional expertise is
considered desirable in certain areas, or to ensure a smooth transition between outgoing and incoming non-executive
directors; and
• the Board should comprise of directors with an appropriate range of qualifications and expertise.
The Company believes it complies with each of these principles.
Given the size and nature of the Company, and the fact that its only employees are the members of the Board, the Company
has not established a formal process for evaluating Board performance. All directors have over 26 years’ experience in mining
and exploration companies and remain actively involved in the sector (save for James Cunningham- Davis who is a qualified
solicitor (non-practicing) with 30 years of experience. Board performance is instead reviewed on an ongoing and informal
basis through the assessment of decision-making effectiveness, and the Company’s progress against its strategic and
operational objectives. The Board considers this approach to be appropriate and proportionate for the Company at its current
stage of development.
Both James Cunningham-Davis and Kjeld Thygesen are the Non-Executive Directors of the Company. James Cunningham-
Davis is one of the directors of Cavendish Secretaries Limited, a subsidiary of Cavendish Trust Company Limited, which
provides secretarial services to the Company in the Isle of Man and is therefore for these purposes not considered
independent.
Kjeld Thygesen has a holding of Ordinary Shares representing 1.7 per cent. of the issued share capital and he is considered
independent given this holding is less than 3%.
Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company
following their appointment and thereafter are subject to re-election in accordance with the Company’s Articles of
Association.
The QCA Corporate Governance Code, as published by the Quoted Companies Alliance, is tailored for small and mid-size
quoted companies in the United Kingdom. The Company follows, to the extent practicable for a company of its size and
nature, follow the QCA Corporate Governance Code (2023). The Directors are aware that there are currently certain
provisions of the QCA Corporate Governance Code that the Company is not in compliance with, given the size and early
stage nature of the Company. These include, inter alia:
• The Company does not currently have a remuneration, nomination or risk committee. The Board as a whole will
review remuneration, nomination and risk matters, on the basis of adopted terms of reference governing the matters
to be reviewed and the frequency with which such matters are considered. The Board as a whole will also take
responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the
Company’s financial statements and take responsibility for any formal announcements on the Company’s financial
performance.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
23
• Unless further independent non-executive directors are appointed, the Board will not comply with the provision of
the QCA Corporate Governance Code that there should be an appropriate balance between executive and non-
executive directors. The recommendation is that the independent directors should comprise at least half of the board
an as a minimum there should be at least two non-executive directors determined by the Board to be independent.
• The Executive Chairman of the Company is an executive director rather than an independent non-executive director
as suggested by the QCA corporate governance code.
• Directors retire by rotation in accordance with the Articles of the Company rather than all directors standing for re-
election every year.
• In assessing the composition of the Board, the directors apply those articulated in this report rather than all the QCA
Code principles.
• The Directors remuneration report is included in these financial statements but will not be put to an advisory vote at
the forthcoming AGM
The Company holds board meetings as issues arise which require the attention of the Board and also discuss matters amongst
themselves prior to passing written resolutions of all the Directors which happened 5 times during the year. The Board is
responsible for the management of the business of the Company, setting the strategic direction of the Company and
establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company
and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The
primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues
relating to internal control and the Company’s approach to risk management and has formally adopted an anti-corruption and
bribery policy.
The Board have allocated these responsibilities so that the executive directors are responsible for the day-to-day management
of the Company and are closely involved in the oversight of exploration activities, engagement with technical consultants,
review of budgets and expenditure, regulatory compliance and the execution of the Company’s strategy. Their time
commitment is ongoing and reflects their operational responsibilities. The non-executive directors provide independent
oversight, strategic guidance and challenge to management, and are actively involved in reviewing corporate transactions,
financing activities and governance matters. Although not engaged in daily operations, the non-executive directors maintain
regular contact with the executive directors and advisers and dedicate sufficient time to fulfil their duties effectively. The
Board considers that the time commitment of both executive and non-executive directors which has not changed from 2024
is appropriate to the Company’s needs and that effective governance is maintained through regular communication and
involvement beyond formal Board meetings
The Company’s short to medium term strategic objectives are to enhance the value of its mineral resource Projects through
exploration and technical studies conducted by the Company or through joint venture or other arrangements (such as the
Option Agreement with First Quantum on its 4 North-West Zambian licences) with a view to establishing the Projects can
be economically mined for profit. The experience and background of the directors is summarised in the Board of Director’s
section of the financial statements. The directors, other than James Cunningham-Davis, have between 26 and 40 years’
experience in the mining and exploration industry, maintain and update their skills and knowledge through ongoing
involvement in active exploration and development projects, regular engagement with technical advisers and industry
specialists, participation in industry conferences and professional forums, and continuous review of regulatory, technical and
market developments relevant to the minerals sector. James Cunningham- Davis is a qualified solicitor with 30 years of
experience who is currently non-practising and through the corporate services group he founded oversees the delivery of a
broad suite of professional services to a diverse portfolio of private companies and publicly listed entities across multiple
jurisdictions, with particular focus on the natural resources and mining, technology, and property sectors.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
24
Share Dealing Code
The Company has adopted, with effect from Admission, a share dealing policy regulating trading and confidentiality of inside
information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated)
which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly
relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company takes all
reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing
policy.
Audit Committee
The Audit Committee is chaired by James Cunningham-Davis and its other member is Christian Cordier whose qualifications
and experience is summarised in their profiles in the Board of Directors on page 5. The Audit Committee meets at least
twice a year, or more frequently if required. The Audit Committee is responsible, amongst other things, for making
recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of
the Company’s financial statements and any formal announcements on the Company’s financial performance as well as
reports from the Company’s auditors on those financial statements.
In addition, the Audit Committee considers and reviews the Company’s internal financial control and risk management
systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems, including an
evaluation of the capabilities of such systems in light of the expected requirements for any specific acquisition target.
The audit committee have received confirmations from RPG Crouch Chapman LLP of their independence. RPG Crouch
Chapman LLP were appointed as auditors in relation to the 2023 accounts so have only been in office for three years and
have not provided any non-audit services to the Company or its subsidiaries.. On this basis of the foregoing the audit
committee consider RPG Crouch Chapman LLP to be independent.
Meetings of the Directors
The number of meetings of the board of directors of the Company and its committees held during the year ended 31 December
2025 and the number of meetings attended by each director is tabled below.
2025
Meetings
Meetings attended
Board
Audit
Board
Audit
C. Bird
2
-
2
-
R. Samtani
2
-
2
-
J. Cunningham-Davis
2
2
2
2
K Thygesen
2
-
2
-
C. Cordier
2
2
2
2
2024
Meetings
Meetings attended
Board
Audit
Board
Audit
C. Bird
2
-
2
-
R. Samtani
2
-
2
-
J. Cunningham-Davis
2
2
2
2
K Thygesen
2
-
2
-
C. Cordier
2
2
2
2
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
25
Diversity Policy
The Board operates a policy whereby Directors and other individuals considered for employment and professional services
across the Group are selected on the basis of their experience, professional qualifications and ability and a such the Company
does not discriminate on aspects such as age, gender or educational and professional background.
The Company is a small exploration and development company and the Company’s only employees comprising of the 5
Board Directors who have been in office since the Listing on 1 June 2021 and were the Board members on the basis of whose
experience and expertise investors invested in the Company at the time of the Listing. The Company has at the date of these
accounts not expanded or changes the composition of its Board and accordingly has not met the following targets on board
diversity
(i) at least 40% of the individuals on its board of directors are women; and
(ii) at least one of the following senior positions on its board of directors is held by a woman (A) the chair; (B) the chief
executive; (C) the senior independent director; or (D) the chief financial officer.
The Company has met the target that at least one individual on its board of directors s from a minority ethnic background
The diversity composition of the Board is shown in the table below:
Number of
board
members
Percentage of
the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 5
100 %
3
3
100%
Women 0
Nil
-
-
Nil
Ethnic Background of Board members
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board
(CEO,
CFO,
SID and
Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white
groups)
4
80%
2
2
66%
Mixed/Multiple Ethnic Groups
Asian/Asian British
1
20%
1
1
33%
Black/African/Caribbean/Black
British
Other ethnic group, including
Arab
Not specified/ prefer not to say
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
26
Internal controls
The Board is responsible for establishing and maintaining the Group’s system of internal control. Internal control systems
manage rather than eliminate the risks to which the Group is exposed and such systems, by their nature, can provide
reasonable but not absolute assurance against misstatement or loss.
There is a continuous process for identifying, evaluating and managing the significant risks faced by the Group. The key
procedures which the Directors have established with a view to providing effective internal control, are as follows:
• Identification and control of business risks The Board identifies the major business risks faced by the Group and
determines the appropriate course of action to manage those risks.
• Budgets and business plans Each year the Board approves the business plan and annual budget. Performance is monitored
and relevant action taken throughout the year through the regular reporting to the Board of changes to the business
forecasts.
• Investment appraisal Capital expenditure is controlled by budgetary process and authorisation levels. For expenditure
beyond specified levels, detailed written proposals must be submitted to the Board. Appropriate due diligence work is
carried out if a business or asset is to be acquired.
Environmental, Social and Governance (ESG) Policy
African Pioneer plc practises responsible exploration as reflected in our ESG policy and our activities. By doing so we reduce
project risk, avoid adverse environmental and social impacts, optimising benefits for all stakeholders while adding value to
our projects.
Our business associates, consultants and contractors perform much of our primary activities at our projects and therefore we
require that all representatives and contractors working on our behalf or for our subsidiaries accept and adhere to the
principles set out in this policy. We encourage input from those with local knowledge and we review this policy on a regular
basis.
Our ESG policy is guided by the Prospectors & Developers Association of Canada’s (PDAC) Framework for Responsible
Exploration (known as e3 Plus) which encourages mineral exploration companies to complement and improve social,
environmental and health and safety performance across all exploration activities around the world.
Adopting Responsible Governance and Management: African Pioneer is committed to environmentally and socially
responsible mineral exploration and has developed and implemented policies and procedures for corporate governance and
ethics. We ensure that all staff and key associates are familiar with these and have the appropriate level of knowledge of
these policies and procedures. and has developed and implemented policies and procedures relating to corporate governance,
ethics and responsible business conduct. The Company ensures that all directors, staff and key associates are familiar with
these policies and procedures and maintain an appropriate level of knowledge of their application.
The Board recognises the importance of maintaining open and transparent dialogue with all shareholders, including minority
shareholders. Shareholders are encouraged to engage with the Company through a range of channels, including direct
communication with the Board and management, attendance at the Company’s Annual General Meeting, and via the
Company’s website and regulatory announcements. The Board seeks to ensure that the views of shareholders are considered
in decision-making, where appropriate, and that material matters are communicated clearly and in a timely manner.
During the period, the Company did not receive any formal shareholder feedback requiring specific action by the Board.
Accordingly, no material changes to strategy, governance arrangements or operations were made as a direct result of
shareholder engagement during the year.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
27
The Company employs persons and engages contractors with the required experience and qualifications relevant to their
specific tasks and, where necessary, seeks the advice of specialists to improve understanding and management of social,
environmental, human rights and security, and health and safety.
African Pioneer’s Corporate Governance Statement can be viewed on our website and the Company has an Anti-Bribery and
Corruption policy and an Anti-Slavery policy.
• Applying Ethical Business Practices: As well as our shareholders and staff, our stakeholders include local communities
and local leadership, government and regulatory authorities, suppliers, contactors and consultants, our local business
partners and other interested parties. Our corporate culture and policies require honesty, integrity, transparency and
accountability in all aspects of our work and when interacting with all stakeholders.
The Company takes all necessary steps to ensure that activities in the field minimise or mitigate any adverse impacts on
both the environment and on local communities.
• Respecting Human Rights: The exploration activities of African Pioneer are carried out in line with applicable laws on
human rights and the Company does not engage in activities that have adverse human rights impacts.
• Commitment to Project Due Diligence and Risk Assessment: We make sure we are informed of the laws, regulations,
treaties and standards that are applicable with respect to our activities. We ensure that relevant parties are informed and
prepared before going into the field in order to minimise the risk of miscommunication, unnecessary costs and conflict,
and to understand the potential for creating opportunities with local communities where possible.
• Engaging Host Communities and Other Affected and Interested Parties: African Pioneer is committed to engaging
positively with local communities, regulatory authorities, suppliers and other stakeholders in its project locations, and
encourages feedback through this engagement. Through this process, the Company develops and fosters the relationships
on which our business relies for success.
• Protecting the Environment: We are committed to ensuring that environmental standards are met or exceeded in the
course of our exploration activities. Applicable laws and local guidelines in all project jurisdictions are followed
diligently and exploration programmes are only carried out once relevant permits and approvals have been secured from
the appropriate regulatory bodies.
African Pioneer is committed to good practices in rehabilitation and repair during its mineral exploration activities and,
where possible, choose less impactful exploration methods to limit disturbance.
• Safeguarding the Health and Safety of Workers and the Local Population: Company activities are carried out in
accordance with good practice and applicable laws related to Health and Safety.
Environment Health, safety and community statement
The Group is committed to providing a safe working environment for all its employees and to responsibly manage all of the
environmental interactions of its business. Its objective is to perform and achieve at a level notably in excess of the regulatory
minima required by the host countries in which it does business.
The following specific principles are adhered to by the Group:
Health & Safety
• Provision of health and safety training to all employees;
• All necessary measures are taken to minimise workplace injuries, and
• Establishment of management and advisory programmes for the prevention of transmissible diseases.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
28
Environment
The Group prides itself on being a skilled and responsible operator. It functions with the clear mandate of being in full
compliance with, applicable environmental laws, regulations and permit requirements. It has an internal monitoring
programme in place that plays a critical role in continuously improving its environmental performance.
The Group strives to minimise its environmental effects wherever and to:
• Comply with applicable laws, regulations and commitments wherever it operates;
• Ensure it has the necessary resources, procedures, training programmes and responsibilities in place to achieve its
environmental objectives;
• Strive to protect air and water quality, minimise consumption of water and energy, and protect natural habitats and
biodiversity;
• Promote an ongoing environmental dialogue with its stakeholders in the communities where it conducts business;
• Collaborate with stakeholders to define environmental priorities and to protect the environment, and
• Consider the requirement for environmental protection in all aspects of exploration and development.
Communities
As well as recognising the need to protect the natural environment the Group follows best practices in:
• its interactions with local communities,
• respecting customs and cultural practices, and
• minimising intrusion upon lifestyles and traditions.
The Group will not violate human rights and will, wherever possible, favour employment for local people when it recruits.
It will strive to be recognised as a socially aware and responsible business
Task Force on Climate-related Financial Disclosures (TCFD)
As in 2024 the Company has not included climate-related financial disclosures consistent with any of the TCFD
Recommendations and Recommended Disclosures, as required by Listing Rule 14.3.27, neither in this annual financial report
or any other document as it has not yet established the metrics and obtained the data to do this. Set out below is a summary
of the Company's activities and how the Company proposes to align with the TCFD recommendations. The Company will
provide an update of its alignment with the TCFD recommendations in next year's Annual Report.
The Company’s business strategy is to explore for and develop base metals projects focusing on Southern Africa. Base metals
are materials used to produce diverse products used in modern living in a safe and sustainable environment for all its
stakeholders with a focus on copper projects. As an organisation, we recognise the growing importance of understanding the
impact of climate change on the environment in which we operate and its potential impact on the business.
TCFD was established in 2015 to improve and increase reporting of climate-related financial information and to provide
information to investors about the actions companies are taking to mitigate the risks of climate change, as well as to provide
increased clarity on the way in which they are governed.
The Company’s exploration activities are “asset” light as the Company does not own its drilling and exploration equipment
and instead uses contractors and it is a standard operating procedure for exploration activities to be conducted in accordance
with applicable environmental regulations. The effect of this is that the Company’s demand for and use of carbon fuels is
very low though its contractors will use carbon fuels. An opportunity arising for the Company from climate change is that
copper is projected to increase in response to the global green energy transition in particular for electric vehicles, charging
stations and the generation and distribution of renewable energy.
The Company is planning to adopt the TCFD framework and recommendations to the extent that it is appropriate given the
size of the company and its activities. The framework is useful as a guide to understand how climate change could impact a
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
29
broad range of business drivers and will provide a structured approach for the Group, to work towards embedding climate
into our decision-making and will enable us to learn from and apply best practice on reporting and disclosures.
We see this as a means to increase the quality and transparency in our climate related disclosures whilst taking the first steps
on the roadmap of TCFD reporting. We aim to ensure our stakeholders will have a better understanding of the Company’s
operational and business resilience to climate change and how we will incorporate the consideration of climate-related risks
and opportunities in our business model. The table below provides a brief statement on our current thought process to
understand and begin aligning with the TCFD recommendations.
Governance: The Group’s governance relating to climate-related risks and opportunities is the responsibility of the Board.
Strategy: The actual and potential impacts of climate-related risks and opportunities will have effects on the business
policies, strategy and financial planning of the Company.
Risk Management: The financial director is responsible for Company’s risk assessment and identifying, assessing, and
managing climate related risks is part of that function.
Metrics & Targets: The formulation of metrics and targets used to assess and manage relevant climate related risks and
opportunities will be considered.
AFRICAN PIONEER PLC
STRATEGIC REPORT
30
The Directors present their strategic report on the group for the year ended 31 December 2025
PRINCIPAL ACTIVITY
African Pioneer Plc (“the Company”) is a public limited company which is listed on the main market of the London Stock
Exchange and incorporated and domiciled in the Isle of Man. The Company’s registered address is 19-21 Circular,
Douglas, Isle of Man IM1 1AF.
The Company is the parent company of African Pioneer Zambia Ltd (80% owned), African Pioneer Chongwe Ltd (80%
owned), Resource Capital Partners Pty Ltd (100% owned) and Zamcu Exploration Pty Ltd (100% owned), which has an
85% equity holding in Ongombo Mine (Pty) Limited and Manmar Investments One Hundred and Thirty Six (Pty) Ltd.
(see note 9 for further details).
The principal activity of the Company and its subsidiaries (the “Group”) is the exploration for base metals in Zambia,
Namibia and Botswana which has not changed during the period.
GOING CONCERN
As disclosed in Note 2 the Group made a loss from all operations for the year ended 31 December 2025 after tax of £(612K)
(2024: £651K). In February 2025, the Company raised £420K (gross) and at the year end had cash of £22,753 (2024
£12,690) and post the year end on 2 February 2026 the Company raised £1,800,000 (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 £1.2M 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.
KEY PERFORMANCE INDICATORS
The key performance indicators in assessing the completion of this activity are monitored on a regular basis:
• Progress with exploration, monitoring licence commitments and environmental compliance; and
• Cash management – ensuring that the Company is well funded and has adequate cash to meet its obligations as they fall
due.
REVIEW OF THE BUSINESS
Details of the Company’s strategy, results and prospects are set out in the Chairman’s Statement on page 3 and in the
Financial, Corporate and Operational Review on page 6. There has been no significant change to the Company’s business
model or the principal risks and uncertainties as summarised in this report.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
31
Financial highlights:
• £612k consolidated loss after tax (2024: £651k - loss)
• Approximately £23k cash at bank at the year-end (2024: £13k).
• The basic and diluted losses per share are summarised in the table below
Profit/(Loss) per share
(pence)
2025
2024
Basic & Diluted
Note 6
(0.23)p
(0.29)p
• The net assets of the Group at as at 31 December 2025 were £4.5m (31 December 2024 £4.6m)
PRINCIPAL RISKS AND UNCERTAINTIES
This business carries a high level of risk and uncertainty, although the potential rewards can be outstanding. The Directors
have identified the following principal risks in regards to the Group’s future. The relative importance of risks faced by the
Group can, and is likely to, change as the Group executes its strategy and as the external business environment evolves the
strategy as may be required based on developments and exploration results. Key elements of this process are the Group’s
reporting and Board meetings.
Strategic risk
The Group’s strategy may not deliver the results expected by shareholders. The Directors regularly monitor the
appropriateness of the strategy, taking into account both internal and external factors, together with progress in and modify.
Exploration risk
Exploration at the Namibia, Zambia and Botswana Projects may not result in success.
Whilst the Directors endeavour to apply what they consider to be the latest technology to assess projects, the business of
exploration for and identification of minerals and metals, is speculative and involves a high degree of risk. The mineral and
metal potential of the Group’s projects in Namibia, Zambia and Botswana, may not contain economically recoverable
volumes of minerals, base metals, or precious metals of sufficient quality or quantity. To mitigate this risk, the Group has
acquired the rights to carry out exploration and earn an interest in certain licences in the specific areas.
Even if there are economically recoverable deposits, delays in the construction and commissioning of mining projects or
other technical difficulties may make the deposits difficult to exploit. The exploration and development of any project may
be disrupted, damaged or delayed by a variety of risks and hazards which are beyond the control of the Group. These include
(without limitation) geological, geotechnical and seismic factors, environmental hazards, technical failures, adverse weather
conditions, acts of God and government regulations or delays.
Exploration is also subject to general industrial operating risks, such as equipment failure, explosions, fires and industrial
accidents, which may result in potential delays or liabilities, loss of life, injury, environmental damage, damage to or
destruction of property and regulatory investigations. The Group may also be liable for the mining activities of previous
miners and previous exploration works. Although the Group intends, itself or through its operators, to maintain insurance
in accordance with industry practice, no assurance can be given that the Group or the operator of an exploration project will
be able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
32
available to cover any such claims. The Group may elect not to become insured because of high premium costs or may
incur a liability to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.
Licensing and title risk
Governmental approvals, licences and permits are, as a practical matter, subject to the discretion of the applicable
governments or government offices. The Group must generally and specifically in relation to future projects comply with
known standards, existing laws and regulations that may entail greater or lesser costs and delays depending on the nature
of the activity to be permitted and the interpretation of the laws and regulations by the permitting authorities. New laws and
regulations, amendments to existing laws and regulations, or more stringent enforcement could have a material adverse
impact on the Group’s result of operations and financial condition. The Group’s exploration activities are dependent upon
the grant of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made
subject to limitation.
Environmental and other regulatory risks
In relation to the Group’s existing projects the environmental impact to date is limited to activities associated with
exploration. The ultimate development of any project into a mining operation will inevitably impact considerably on the
local landscape and communities. These projects sit in an area of considerable natural beauty and therefore there is likely
to be opposition to mining by some parties. This may impact on the cost and/or Group’s ability to sell or move these projects
into production.
While the Group believes that its operations and future projects are currently, and will be, in substantial compliance with
all relevant material environmental and health and safety laws and regulations, including relevant international standards,
there can be no assurance that new laws and regulations, or amendments to, or stringent enforcement of, existing laws and
regulations will not be introduced.
Nevertheless, the Group will continue to vigorously apply international standards to the design and execution of any and
all of its activities, including engagement and consultation with local communities, and non-governmental and
Governmental organisations to ensure any impacts of current and future activities are minimised and appropriately
managed. The Group has organisations to ensure any impacts of current and future activities are minimised and
appropriately managed. The Group has established a comprehensive suite of health, safety, environmental and community
policies which will underpin all future activities.
Financing
The successful exploration or exploitation of natural resources on any project will require significant capital investment.
The only sources of financing currently available to the Group are through the issue of additional equity capital in the
Company convertible loans or through bringing in partners to fund exploration and development costs. The Group’s ability
to raise further funds will depend on the success of their investment strategy and conditions in financial and commodity
markets. The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all)
and, if such funding is unavailable, the Group may be required to reduce the scope of its investments or anticipated
expansion.
Political, economic and regulatory regime
The licences and operations of the Group are in jurisdictions outside the United Kingdom and accordingly there will be a
number of risks which the Group will be unable to control. Whilst the Group will make every effort to ensure it has robust
commercial agreements covering its activities, there is a risk that the Group’s activities will be adversely affected by
economic and political factors such as the imposition of additional taxes and charges, cancellation or suspension of licences
and changes to the laws governing mineral exploration and operations.
The Group’s activities will be dependent upon the grant of appropriate licences, concessions, leases, permits, and regulatory
consents that may be withdrawn or made subject to limitations. There can be no assurance that they will be granted or renewed
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
33
or if so, on what terms. There is also the possibility that the terms of any licence may be changed other than as represented
or expected.
The current focus of the Group’s activities, offer stable political frameworks and actively support foreign investment. The
countries have well-developed exploration and mining code and proactive support for foreign companies. Through a
programme of proactive engagement with each Government at all levels the Group is able to partially mitigate these risks by
establishing professional working relationships.
Dependence on key personnel
The Group is dependent upon its executive management team and various technical consultants. Whilst it has entered into
contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and
experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the
Group grows could have an adverse effect on future business and financial conditions. Nevertheless, through programmes of
incentivising staff, appropriate succession planning, and good management these risks can be largely mitigated.
Uninsured risk
The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that
cannot be insured against or third-party claims that exceed the insurance cover. The Group may also be disrupted by a variety
of risks and hazards that are beyond its control, including geological, geotechnical and seismic factors, environmental
hazards, industrial accidents, occupation and health hazards and weather conditions or other acts of God.
Other business risks
In addition to the current principal risks identified above and those disclosed in note 3 to the financial statements, the Group’s
business is subject to risks relating to the financial markets and commodity markets. The buoyancy of both the
aforementioned markets can affect the ability of the Group to raise funds for exploration. The Group has identified certain
risks pertinent to its business including:
Strategic and Economic:
• Business environment changes
• Limited diversification
Operational:
• Difficulty in obtaining / maintaining / renewing Licences / approvals
Commercial:
• Failure to maximise value from its Namibia/Zambia/Botswana projects
• Loss of interest in key assets
• Regulatory compliance and legal
Human Resources and Management:
• Failure to recruit and retain key personnel
• Human error or deliberate negative action
• Inadequate management processes
Financial:
• Restrictions in capital markets impacting available financial resources
• Cost escalation and budget overruns
• Fraud and corruption
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
34
The Directors regularly monitor such risks, using information obtained or developed from external and internal sources, and
will take actions as appropriate to mitigate these. Effective risk mitigation may be critical to the Group in achieving its
strategic objectives and protecting its assets, personnel and reputation. The Group assesses its risk on an ongoing basis to
ensure it identifies key business risks and takes measures to mitigate these. Other steps include regular Board review of the
business, monthly management reporting, financial operating procedures and antibribery management systems. The Group
reviews its business risks and management systems on a regular basis
PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE
The Director’s believe they have acted in the way most likely to promote the success of the Company for the benefit of its
members as detailed below.
• Consider the likely consequences of any decision in the long term
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company’s employees,
• Foster the Company’s relationships with suppliers, customers, and others, and
• Consider the impact of the Company’s operations on the community and the environment.
Our Board of Directors remain aware of their responsibilities both within and outside of the Group. Within the limitations of
a Group with so few employees we endeavour to follow these principles, and examples of the application of the s172 are
summarised and demonstrated below.
The Group operates as a mining exploration and development business which is speculative in nature and at times may be
dependent upon fund-raising for its continued operation. The nature of the business is well understood by the Company’s
members, employees and suppliers, and the Directors are transparent about the cash position and funding requirements.
The Company is investing time in developing and fostering its relationships with its key suppliers.
As a mining exploration company with future operations based in Namibia, Zambia and Botswana, the Board intends to take
seriously its ethical responsibilities to the communities and environment in which it works.
The interests of future employees and consultants are a primary consideration for the Board, and we have introduced an
inclusive share-option programme allowing them to share in the future success of the company. Personal development
opportunities are encouraged and supported.
OUTLOOK
During late 2025, the copper price strengthened materially, reaching levels in excess of US$11,000 per tonne and, at times,
trading close to US$12,000 per tonne, reflecting tightening supply conditions and strong demand from electrification,
renewable energy and infrastructure investment. Moving into 2026, copper prices have remained elevated and volatile, with
spot prices generally trading in a range between US$12,000 and US$13,000 per tonne, and market consensus forecasts
continuing to point to structurally higher long-term price levels.
Notwithstanding this price volatility, forecasts for the price of copper and its by-product metals remain positive. The outlook
for copper supply is widely regarded as constrained, as a significant number of large-scale copper mining projects have been
deferred or cancelled due to political, regulatory and economic factors. This supply shortfall is expected to result in the
development of smaller but profitable mining operations and to increase consolidation activity, with junior mining companies
holding high-quality copper resources in stable jurisdictions becoming potential acquisition targets for major mining groups.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
35
Against this backdrop, the Board feels the Group has assembled an enviable portfolio of projects and the Company is well
positioned across its portfolio of projects to benefit from a potential acquisition cycle within the copper sector or,
alternatively, to attract project financing for the development of its own operations. We look forward to advancing all our
projects and providing our shareholders with the prospects of enhanced value flowing into next year.
AFRICAN PIONEER PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
36
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE AUDITORS
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under the law the directors have
prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union. Under company law the directors must not approve the financial statements unless they are satisfied that
the financial statements give a true and fair view of the state of affairs and profit or loss of the Company for that period. In
preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business;
• state whether applicable IFRS’s have been followed, subject to any material departures disclosed and explained in the
financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors confirm that:
• so far as each director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any
relevant audit information and establish that the auditors are aware of that information.
Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
Signed on behalf of the Board:
29 April 2026
Colin Bird
Executive Chairman
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT
37
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AFRICAN PIONEER PLC FOR THE YEAR
ENDED 31 DECEMBER 2025
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as
at 31 December 2025 and of the Group’s Loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting
standards,
• the Parent Company financial statements have been properly prepared in accordance with UK adopted international
accounting standards and as applied in accordance with the provisions of the Isle of Man Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Isle of Man Companies Act
2006.
We have audited the financial statements of African Pioneer (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for
the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Companies Statement of Financial Position, the Consolidated Statement of Changes in
Equity, the Companies Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Companies Statement
of Cash Flows, the Company Statement of Financial Position, the Company Statement of Changes in Equity, the Company
Statement of Cash Flows and notes to the financial statements, including material accounting policy information. The
financial reporting framework that has been applied in their preparation is applicable law and UK adopted international
accounting standards and, as regards the Parent Company financial statements, as applied in accordance with the provisions
of the Isle of Man Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
We draw your attention to Note 2 to the financial statements, which explains that the Group and Parent Company are required
to raise additional funds to meet its working capital and capital expenditure requirements which has not been secured at the
date of approval of these financial statements. As stated in Note 2, these events and conditions, along with other matters set
out in Note 2, indicate a material uncertainty that may cast significant doubt on the Group and Parent Company’s ability to
continue as a going concern. The financial statements do not include the adjustments that would result from the basis of
preparation being inappropriate. Our opinion is not modified in respect of this matter.
Given the material uncertainty noted above and our risk assessment, we considered going concern to be a key audit matter.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
38
Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going
concern basis of accounting and our response to this key audit matter included the following:
• Obtaining the going concern assessment, including the cash flow forecasts for the going concern period and assessing
the appropriateness of the process undertaken by management in preparing the assessment;
• Reviewing the cash flow model adopted by Management to support the going concern basis of preparation, the
controls around the model and sensitivities considered within the model;
• Corroborating the opening balance per cash flow forecast to bank statements;
• Performing sensitivity analysis by including a repayment of the group’s borrowings and payables in the model to
assess the impact on cash balances;
• Making enquiries of management about the current repayment terms of the Sanderson facility given the contractual
maturity has lapsed and it has not been restructured post year end;
• Challenging key assumptions and sensitivity scenarios used in the model and cross referencing to the work performed
in the impairment review for consistency;
• Assessing the mathematical accuracy and integrity of the model;
• Reviewing evidence of post year-end funding activities; and
• Reviewing and challenging the proposed disclosure within the financial statements for transparency.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Overview
Key audit matters
2025
2024
Carrying value of
the exploration &
evaluation assets
Carrying value of
investments
(Parent
company)
Going concern
Materiality
Group financial statements as a whole
£84,000 (2024: £82,000) based on 1.5% (2024: 1.5%) of
gross assets.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial
reporting framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of
material misstatement of the Group financial statements including with respect to the consolidation process. We then applied
professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial
statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing
the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
39
Components in scope
From our risk assessment and planning procedures, we determined which of the Group’s components were likely to include
risks of material misstatement relevant to the Group’s financial statements. We then determined the type of procedures to be
performed at these components, and the extent to which component auditors were required to be involved.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain
sufficient appropriate evidence. As part of performing our Group audit, we have determined the components in scope as
follows:
Component
Component Name
Entity
Group Audit Scope
1
Parent Company
African Pioneer Plc
Statutory audit and procedures
on the entire financial
information of the component.
2
Botswana
Resource Capital
Partners Pty Ltd
Procedures on one or more
classes of transactions, account
balances or disclosures.
3
Zambia
African Pioneer
Zambia Ltd
Procedures on one or more
classes of transactions, account
balances or disclosures.
4
Namibia
Manmar
investments One
Three Six (Pty) Ltd
Procedures on one or more
classes of transactions, account
balances or disclosures.
The remaining entities were not assessed as in the scope of the group audit.
In determining components, we have considered how components are organised within the Group, and the commonality of
control environments, legal and regulatory framework, and level of aggregation associated with individual entities. Whilst
there is relative commonality of controls across the Group, differences in jurisdictional risk, and the legal and regulatory
frameworks under which the entities operate, prevent the further amalgamation of components.
The Group engagement team has performed all procedures directly, and has not involved component auditors in the Group
audit.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How the scope of our audit addressed the
key audit matter
Carrying
value of
Exploration
and
Evaluation
Assets
At 31 December 2025, the
Group held exploration and
evaluation assets with a
carrying amount of £5,608,941
(2024: £5,424,520).
We evaluated management’s assessment of
impairment indicators and challenged
whether this had been performed in
accordance with IFRS 6. Our procedures
included:
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
40
Note 3 –
Accounting
policies
(Exploration
assets) and
Note 9 –
Exploration
and
evaluation
assets.
The Directors are required to
assess whether impairment
indicators exist in accordance
with IFRS 6 and perform
impairment testing if such
indicators are identified.
This assessment involves
significant judgement,
particularly in evaluating
licence tenure, ongoing
exploration activity, technical
results, future expenditure
plans and broader
macroeconomic factors such as
commodity prices and
jurisdictional stability. There is
a risk that impairment
indicators may not be identified
where they exist.
Given the financial significance
of the balance and the level of
judgement involved, we
considered this to be a key audit
matter.
• Reviewing management’s
assessment of impairment
indicators, including licence expiry
dates, renewal status, minimum
expenditure commitments and
planned exploration activity;
• Obtaining evidence of legal title to
exploration licences and verifying
that licences remained valid and in
good standing, including evidence
of renewals where applicable;
• Assessing budgets and forecasts to
confirm that substantive
expenditure is planned to continue
exploration and maintain licence
tenure;
• Reviewing technical reports,
exploration results and progress
across the Group’s project portfolio
to assess whether results indicated
potential abandonment or
impairment;
• Considering broader
macroeconomic and industry
factors, including commodity price
trends and jurisdictional
conditions, to identify any
additional indicators of
impairment;
• Challenging key assumptions
through discussions with
management and corroborating
these with available supporting
evidence;
• Evaluating whether the disclosures
in the financial statements
appropriately reflect the key
judgements and estimates involved.
Key observations:
We found the key judgements made by
management in assessing the exploration
assets for impairment indicators to be
reasonable. We noted that there are pending
licence renewals for certain exploration
assets which are expected to be
forthcoming. If they were not received as
expected that could lead to an impairment
indicator being identified.
Carrying
value of
The parent company holds
material investments in
Our procedures in this area included:
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
41
Investments
(Parent
Company)
Refer to Note
3 –
Accounting
policies and
the parent
company
financial
statements.
subsidiaries, which are carried
at cost less accumulated
impairment. The recoverable
value of these investments is
inherently linked to the
underlying value of the
subsidiaries’ net assets,
including exploration and
evaluation assets.
There is a risk that the carrying
value of investments may be
overstated if impairment
indicators are not identified or
if the assumptions
underpinning any assessment
are inappropriate. This area
requires significant judgement,
particularly given the reliance
on exploration asset valuations.
We therefore considered this to
be a key audit matter.
• Agreeing opening balances to prior
year audited financial statements
• Reviewing management’s
assessment of impairment
indicators in accordance with IAS
36
• Assessing the recoverability of
investments by reference to the
underlying net asset position of
subsidiaries and consistency with
Group-level impairment
conclusions
• Challenging key assumptions,
including project status, licence
position, development plans and
commodity outlook
• Considering whether any
impairment recognised at Group
level should be reflected in the
parent company valuation
• Reviewing post year-end events and
other available information for
additional indicators of impairment
Key observations:
Based on the procedures performed, we are
satisfied that management’s assessment of
impairment is reasonable and that the
carrying value of investments is
appropriately stated as at 31 December
2025. No impairment has been identified
and no material misstatements have been
noted.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
42
Group financial statements
Parent company financial
statements
2025
£
2024
£
2025
£
2024
£
Materiality
84,000
82,000
71,000
65,000
Basis for
determining
materiality
1.5% of Gross Assets
1.5% of Gross Assets
Rationale for the
benchmark
applied
We consider total assets to be the most significant determinant of the
Group’s financial performance for users of the financial statements, as
the Group continues to develop its exploration projects.
Performance
materiality
54,600
61,500
46,000
49,000
Basis for
determining
performance
materiality
65% of Group
Materiality
75% of Group
Materiality
65% of Group
Materiality
75% of Group
Materiality
Rationale for the
percentage applied
for performance
materiality
The level of performance materiality was set after considering a number
of factors including the expected value of known and likely
misstatements and Management’s attitude towards proposed
misstatements based on past audits.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from
the Parent Company whose materiality and performance materiality are set out above, based on a percentage of 65% Group
performance materiality dependent on a number of factors including the size of the component and our assessment of the risk
of material misstatement of that component.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £4,200 (2024:
£4,100). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative
grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
document entitled “Annual Report and Financial Statements For the year ended 31 December 2025” other than the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact.
We have nothing to report in this regard.
Responsibilities of Directors
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
43
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance, and;
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and
regulations,
we considered the significant laws and regulations to be the Isle of Man Companies Act 2006, UK-adopted International
Accounting Standards, tax legislation, FCA Listing Rules, the Bribery Act 2010, and terms and requirements included in
the Group’s exploration and evaluation licences.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect
on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We
identified such laws and regulations to be tax legislation.
Our procedures in respect of the above included:
• Review of minutes of Board meetings for any instances of non-compliance with laws and regulations;
• Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and
regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Involvement of tax specialists in the audit, and;
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
44
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of
fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
• Review of minutes of Board meetings for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls
through inappropriate journal entries and bias in key estimates in judgements.
Our procedures in respect of the above included:
• Enquiring with management and those charged with governance regarding any known or suspected instances of
fraud;
• Reviewing minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting
documentation;
• Reviewing the Group’s year end adjusting entries, consolidation entries and investigating any that appear unusual
as to nature or amount by agreeing to supporting documentation; and
• Assessing the significant judgement and estimates made by Management for bias (refer to Going Concern and
Carrying value of the Exploration & Evaluation assets key audit matters).
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Isle
of Man Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
45
Paul Randall (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP, Statutory Auditor
London, UK
29 April 2026
RPG Crouch Chapman LLP is a limited liability partnership registered in England and Wales (with registered number
OC375705).
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
46
For the year ended 31 December 2025
Notes | Year ended 31 | Year ended 31 December | ||
December 2025 | 2024 | |||
£ | £ | |||
CONTINUING OPERATIONS | ||||
Income: | ||||
Dividend receivable | ||||
Realised gain on sale of investments | ||||
Unrealised loss on investments | ||||
Total Income | ||||
Administrative expenses | ||||
Administrative expenses | 4 | ( | ( | |
Total Administrative Expense | ( | ( | ||
OPERATING (LOSS)FOR THE YEAR | ( | ( | ||
Finance Expense | 7 | ( | ||
Interest income | ||||
(LOSS) BEFORE TAX | ( | ( | ||
Taxation | 7 | |||
NET (LOSS) FOR THE YEAR | ( | ( | ||
Other comprehensive income: | ||||
Other comprehensive income | ||||
(Loss)/Profit for the financial year | ||||
Items that may be reclassified to profit | ||||
or loss: | ||||
Foreign currency reserve movement | ||||
Total comprehensive (loss) for the financial year | ( | ( | ||
Attributable to: | ||||
Owners of the Company | ( | ( | ||
Non-controlling interest | ||||
( | ( | |||
Basic & Diluted loss per share | 6 | ( | ( |
All results are derived from continuing
operations.
AFRICAN PIONEER PLC
47
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Notes | Year ended | Year ended | As at | |
31 December 2025 | 31 December 2024 | 1 January 2024 | ||
£ | £ | £ | ||
Restated | Restated | |||
(Note 2) | (Note 2) | |||
NON-CURRENT ASSETS | ||||
Exploration and evaluation | ||||
assets | 9 | |||
Total Non-Current Assets | ||||
CURRENT ASSETS | ||||
Trade and other receivables | 10 | |||
Cash and cash equivalents | ||||
Total Current Assets | ||||
TOTAL ASSETS | ||||
CURRENT LIABILITIES | ||||
Trade and other payables | 11 | ( | ( | ( |
Borrowings | 12 | ( | ( | |
Taxation | 7 | ( | ( | ( |
Total Current Liabilities | ( | ( | ( | |
NET CURRENT | ||||
(LIABILITIES) | ( | ( | ( | |
TOTAL LIABILITIES | ( | ( | ( | |
NET ASSETS | ||||
EQUITY | ||||
Share capital | 13 | |||
Warrant reserve | 14 | |||
Foreign exchange reserve | ( | ( | ( | |
Retained earnings | ( | ( | ( | |
Non controlling interest | ||||
TOTAL EQUITY |
The notes on pages 53-77 are an integral part of these financial statements.
The financial statements of African Pioneer Plc (registered number 008591V) were approved by the board on 29 April
2026 and signed on its behalf by:
C Bird R Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
48
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share | Retained | Foreign | Other | Attributable to | Non | Total Equity | |
capital | earnings | exchange | reserves | shareholders | Controlling | ||
reserve | interest | ||||||
£ | £ | £ | £ | £ | £ | £ | |
As at 1 January 2024 | ( | ( | |||||
Loss for the year | ( | ( | ( | ||||
Foreign exchange reserve | |||||||
Share based payment charge | ( | ||||||
Total comprehensive loss | ( | ( | ( | ( | |||
for the year | |||||||
Net proceeds from shares | |||||||
issued | |||||||
As at 31 December 2024 | ( | ( | |||||
As at 1 January 2025 | ( | ( | |||||
Loss for the year | ( | ( | ( | ||||
Foreign exchange reserve | |||||||
Total comprehensive loss | ( | ( | ( | ||||
for the year | |||||||
Net proceeds from shares | |||||||
issued | |||||||
As at 31 December 2025 | ( | ( |
The notes on pages 53-77 are an integral part of these financial statements.
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
49
For the year ended 31 December 2025
Notes | Year ended | Year ended | |
31 December | 31 December | ||
2025 | 2024 | ||
£ | £ | ||
CASH FLOW FROM OPERATIONS | |||
Profit/(Loss) before taxation | ( | (650,974) | |
Adjustments for: | |||
Interest expense | |||
Operating (loss) before movements in working capital | ( | ( | |
(Increase in receivables) | ( | ( | |
Increase in payables | |||
NET CASH OUTFLOW FROM OPERATING ACTIVITIES | ( | ( | |
TAXATION PAID | |||
CASH FLOW FROM INVESTING ACTIVITIES | |||
Purchases of Exploration and evaluation assets | ( | ( | |
NET CASH INFLOW FROM INVESTING ACTIVITIES | ( | ( | |
CASH FLOW FROM FINANCING ACTIVITIES | |||
Proceeds from Issue of shares, net of issue costs | |||
Proceeds from Borrowings | |||
NET CASH INFLOW FROM FINANCING ACTIVITIES | |||
Net (decrease)/increase in cash and cash equivalents in the period | ( | ||
Effect of foreign exchange rate changes | ( | ||
Cash and cash equivalents at the beginning of the period | |||
Cash and cash equivalents at the end of the period |
The notes on pages 53-77 are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
50
As at 31 December 2025
Notes
31 December
2025
31 December
2024
As at 1 January
2024
£
£
£
Restated
Restated
NON-CURRENT ASSETS
Investment in subsidiaries
9
2,796,500
2,796,500
2,796,500
Total Non-Current Assets
2,796,500
2,796,500
2,796,500
CURRENT ASSETS
Trade and other receivables
10
1,933,507
1,834,973
1,712,138
Cash and cash equivalents
22,605
12,276
371,525
Total Current Assets
1,956,112
1,847,249
2,083,663
TOTAL ASSETS
4,752,612
4,643,749
4,880,163
CURRENT LIABILITIES
Trade and other payables
11
(1,307,457)
(1,014,824)
(648,256)
Borrowings
12
(50,000)
(50,000)
-
Total Current Liabilities
(1,357,457)
(1,064,824)
(648,256)
NET CURRENT ASSETS / (LIABILITIES)
598,655
782,424
1,435,407
TOTAL LIABILITIES
(1,357,457)
(1,064,824)
(648,256)
NET ASSETS
3,395,155
3,578,925
4,231,907
EQUITY
Share capital
13
6,744,311
6,306,145
6,247,022
Warrant reserve
14
328,070
328,070
365,253
Retained earnings
(3,677,226)
(3,055,290)
(2,380,368)
TOTAL EQUITY
3,395,155
3,578,925
4,231,907
The notes on pages 53-77 are an integral part of these financial statements.
The financial statements of African Pioneer Plc (registered number 008591V) were approved by the board on 29 April
2026 and signed on its behalf by:
C Bird R Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
51
For the year ended 31 December 2025
Share capital
Retained
earnings
Warrant
reserve
Total
equity
£
£
£
£
As at 1 January 2024
6,247,022
(2,380,368)
365,253
4,231,907
Loss for the year
-
(674,922)
(674,922)
Share based payment charge
37,183
-
(37,183)
-
Total comprehensive loss for the
year
37,183
(674,922)
(37,183)
(674,922)
Net proceeds from shares issued
21,940
-
-
21,940
As at 31 December 2024
6,306,145
(3,055,290)
328,070
3,578,925
As at 1 January 2025
6,306,145
(3,055,290)
328,070
3,578,925
Loss for the year
-
(621,936)
(621,936)
Total comprehensive loss for the
year
-
(621,936)
(621,936)
Net proceeds from shares issued
438,166
-
-
438,166
As at 31 December 2025
6,744,311
(3,677,226)
328,070
3,395,155
The notes on pages 53- 77 are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CASH FLOWS
52
For the year ended 31 December 2025
Notes
Year ended
31
December
2025
Year ended
31
December
2024
£
£
CASH FLOW FROM OPERATIONS
Profit/(Loss) before taxation
(621,936)
(674,923)
Adjustments for:
Interest expense
-
-
Operating (loss) before movements in working capital
(621,936)
(674,923)
(Increase) in receivables
(1,073)
(8,557)
Increase in payables
376,262
394,680
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(246,747)
(288,800)
TAXATION PAID
CASH FLOW FROM INVESTING ACTIVITIES
Interest received
-
-
Increase / (decrease) in loans to subsidiaries
(118,924)
(142,389)
-
-
NET CASH INFLOW FROM INVESTING ACTIVITIES
(118,924)
(142,389)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of shares, net of issue costs
376,000
21,940
Proceeds from borrowings
-
50,000
NET CASH INFLOW FROM FINANCING ACTIVITIES
376,000
71,940
Net increase/(decrease) in cash and cash equivalents in the period
10,329
(359,249)
Cash and cash equivalents at the beginning of the period
12,276
371,525
Cash and cash equivalents at the end of the period
22,605
12,276
The notes on pages 53-77 are an integral part of these financial statements.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
53
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
54
2. ACCOUNTING POLICIES (continued)
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
55
2. ACCOUNTING POLICIES (continued)
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
56
2. ACCOUNTING POLICIES (continued)
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
57
2. ACCOUNTING POLICIES (continued)
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
58
2. ACCOUNTING POLICIES (continued)
Year ended 31 December 2023 | Year ended 31 December 2024 | |
Increase in share-based payment expense | £ (328,070) | £ Nil |
Increase in loss for the year | £ (328,070) | £ Nil |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
59
2. ACCOUNTING POLICIES (continued)
31 December 2023 31 December 2024 | ||
Increase in share capital | £ 30,740 | £ 32,807 |
Reduction in warrant reserve | £ (30,740) | £ (32,807) |
Increase in retained loss at year end | £ (328,070) | £ (328,070) |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
60
3. FINANCIAL RISK MANAGEMENT (continued)
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 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
61
3. FINANCIAL RISK MANAGEMENT (continued)
31 December 2025 | 31 December 2024 | |
Directors’ 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 | |
£ | £ | |
Auditor’s remuneration | ||
Audit of the financial statements of the Company | 57,260 | 60,500 |
31 December | 31 December | |
2025 | 2024 | |
£ | £ | |
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 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
62
5. DIRECTORS’ EMOLUMENTS (continued)
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 |
31 December 2025 | 31 December 2024 | |
Loss after tax for the purposes of earnings per share | £(612,466) | £(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 |
8. PRIOR YEAR ADJUSTMENT
The prior year adjustment related to the accounting treatment of the share based payment charge for 2023 in relation
to the issue of shares options on 24 January 2023. The details of the adjustment and its impact on the financial
statements is detailed in Norte 2 Accounting Policies – Correction of Error.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
63
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 | ||||
£ | £ | £ | £ | |
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 £2,796,500 is reasonable and no
impairment is necessary. (2024- £Nil).
The Company’s 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’s 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’s 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 “Zambian Projects”). 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.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
64
9. EXPLORATION AND EVALUATION ASSETS (continued)
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 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
65
Group | Company | Group | Company | |
31 December | 31 December | 31 December | 31 December | |
2025 | 2025 | 2024 | 2024 | |
£ | £ | £ | £ | |
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 |
Group | Company | Group | Company | |
31 December | 31 December | 31 December | 31 December | |
2025 | 2025 | 2024 | 2024 | |
£ | £ | £ | £ | |
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 |
31 December | 31 December | |
2025 | 2024 | |
£ | £ | |
Convertible Loan Facility | 50,000 | 50,000 |
50,000 | 50,000 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
66
12. BORROWINGS (continued)
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
67
12. BORROWINGS (continued)
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
68
Number | £ | ||
Authorised: | |||
1,000,000,000 ordinary shares of no par value | 1,000,000,000 | n/a |
2025 | 2024 | |||
Issued equity share capital | Number | £ | Number | £ |
Issued and fully paid Ordinary Shares | 278,420,596 | 6,744,311 | 228,991,101 | 6,306,145 |
Number of | Share | |
shares | capital | |
£ | ||
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 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
69
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 £37,183, (2023: £13,282 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 £Nil (2023: £37,183). | 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 £7,661 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 £75,233 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% |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
70
14. WARRANTS SHARE OPTIONS AND SHARE BASED PAYMENT (continued) | |
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 (“VWAP”) 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’s Remuneration Committee and Board, was 2.945 pence per | ||
share. | |||
Prevailing share price: | The Company’s 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. | |||
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
71
14. WARRANTS SHARE OPTIONS AND SHARE BASED PAYMENT (continued)
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 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
72
15. FINANCIAL INSTRUMENTS (continued)
2025 | 2024 | |
£ | £ | |
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 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
73
15. FINANCIAL INSTRUMENTS (continued)
Financial liabilities | Financial assets | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
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 | - | - |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
74
15. FINANCIAL INSTRUMENTS (continued)
Group | Between | Between | Between | |||
2025 | On | In | 1 and 6 | 6 and 12 | 1 and 3 | |
Total | demand | 1 month | months | months | years | |
£ | £ | £ | £ | £ | £ | |
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 | |
£ | £ | £ | £ | £ | £ | |
Trade and other payables | 663,976 | - | 120,299 | 543,677 | - | - |
Convertible Loan | 50,000 | - | - | 50,000 | - | - |
Other creditors | 102,856 | - | - | 102,856 | - | - |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
75
16. RELATED PARTY TRANSACTIONS (continued)
2025 | 2024 | |
£ | £ | |
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 |
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
76
16. RELATED PARTY TRANSACTIONS (continued)
(d) Pursuant to a consultancy agreement dated 24 May 2021, the Company has, with effect from the date of the IPO,
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025 (continued)
77
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’s 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 “Zambian Projects”). 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 £1,800,000 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.