Company registration number 14875999 (England and Wales)
ANR RP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ANR RP LIMITED
COMPANY INFORMATION
Directors
Mr M Amati
Mrs A E D Lister
Mr Y P Sanmugam
(Appointed 19 March 2025)
Mr A Hewitson
Company number
14875999
Registered office
100 Longwater Avenue
Green Park
Reading
RG2 6GP
Auditor
Azets Audit Services
Regis House
45 King William Street
London
EC4R 9AN
ANR RP LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 30
ANR RP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

ANR RP Limited ("The Company") participates in investment ownership and management with a view to delivering long term income and capital gains for its investors. The Company was incorporated on 17 May 2023 and made its investment in GLCR Limited on 23 June 2023, which is the parent company of the Rosh Pinah mine in Namibia (together, the "GLCR Group"). The Company is a holding vehicle under the control of private capital funds advised by Appian Capital Advisory Limited (“Appian”). Appian is the advisor to private capital funds that invest in the metals, mining, and infrastructure sectors

 

Given the investment focus of the Company, it has been designated as an investment entity (as defined in IFRS 10) and therefore does not prepare group financial statements. Instead, the investments are held at fair value through profit and loss.

Principal risks and uncertainties

The Company is exposed to a variety of financial and operational risks as detailed below:

 

Liquidity and cash flow risk

This is the risk that the Company's available cash will not be sufficient to meet its financial obligations. This is mitigated by the Directors performing simple cash flow management techniques, which are non-complex given the straightforward nature of the Company's operations.

 

The primary risk is the repayment of the loan owed to shareholders, however the shareholders have provided written confirmation of continued support for the Company which mitigates this risk. The loan has also benefited from a substantial reduction in the period as a result of the reorganisation of the subsidiary group's financing during the reporting period.

 

Interest rate risk

At the balance sheet date, the Company pays at a fixed rate of 5% on the loans from shareholders. Given this fixed rate on borrowings, the Directors do not consider it necessary to hedge the Company's exposure to interest rate any further.

 

Currency risk

The Company has a small proportion of cash denominated in foreign currencies, whilst loans are in US Dollars. The investments are predominantly influenced by the US Dollar value, although all trading activities take place in an environment exposed to the influence of the Namibian Dollar. However, the impact of the foreign exchange is not pervasive and the majority of assets and liabilities are in US Dollars, therefore there is no additional hedging measures used by the Directors.

 

Exchange differences on translation of all Statement of Comprehensive Income and Statement of Financial Position items are taken to the Income Statement of Comprehensive Income.

 

Tariff and free trade risk

Subsequent to the year end, the government of the United States of America announced wide-ranging tariffs which threaten to disrupt the flow of free trade around the globe. Included within this package of measures was a 21% tariff on Namibian products, with no exemptions for the metals mined by the Rosh Pinah mine.

 

Whilst Rosh Pinah Zinc Corporation ("RPZC") does not trade directly with the US, the tariffs have created volatility in commodity prices based on changes in anticipated global demand, with falling prices having the potential to reduce the value of the Company's investment.

ANR RP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Credit and counterparty risk

Throughout the year the Company holds a significant portion of its assets with a major bank, giving rise to a direct exposure should such an institution be unable or unwilling to repay capital and/or interest on funds provided to it. The Company's bank accounts and deposits are only held with counterparties which have credit ratings that the Directors consider to be adequate and the credit quality and financial position of such counterparties are monitored. The credit quality of these assets were satisfactory throughout the reporting period.

 

Given the nature of its investments into the GLCR Group, which include credit advances, the Company is also exposed to counterparty risk to the extent that the investments are unable to meet contractual obligations for repayment. Such credit challenges would also have an impact on the fair value of investment into GLCR. In order to mitigate this risk, the Directors oversee the activities of the investments and seek to monitor the financial performance on a regular basis, as well as liaising with local managers.

 

Operational risk

Given that the Company has no day to day operations beyond managing its investments, it does not have a formal business interruption plan.

 

Commodity risk

Given the value of the investment in GLCR Limited is intrinsically linked to commodity values of the metals produced by the Rosh Pinah mine, and the impact of those prices on the profitability and viability of extraction, these values manifest themselves in the fair value of the investment in GLCR Limited for the Company.

Capital risk

The group’s objectives when managing capital are to safeguard the company’s ability to continue as a going concern in order to provide returns for shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

The capital structure of the group consists of debt, which includes the current liabilities, cash and cash equivalents and equity as disclosed in the statement of financial position.

 

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

 

There are no externally imposed capital requirements.

 

There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year.

 

Exchange control risk

 

From time to time, countries similar in profile to the Namibian environment in which the company's investment operates or has interests have adopted measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are typically imposed by governments and/or central banks during times of local economic instability to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves.

 

Namibia is part of the Common Monetary Area of Southern Africa ("CMA"). Exchange controls in the CMA require that dividends, loans, repayment of loans and payment of all invoices to parties outside the CMA by companies registered in the CMA receive prior approval. The controls, as they relate to Namibia, are applied by the Bank of Namibia. There can be no assurance that the Company's investments will obtain the requisite approvals in the future to repay loans or pay invoices to parties outside the CMA, including to this company. Thus, exchange controls may restrict the company from realising its returns.

ANR RP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Development and performance

The Directors consider the results to be in line with expectations. It is notable that the performance is driven almost entirely by the fair value of the investment into GLCR Limited, with the underlying mining activities being continuously improved following the initial acquisition by the Company and continued investment. There is an ongoing expansion project expected to increase annual ore throughput from circa 0.7 million metric tonnes to circa 1.3 million metric tonnes. This is expected to be complete in Q3 2026. The Directors are pleased to see a return on this development with a significant increase in the fair value of the company's investment.

Key performance indicators

Given the straightforward nature of operations, the Company does not have a complex number of KPI's.

As at 31 December 2024, the Company's net assets were $153,749,000 (2023 - $96,908,000), which is in line with the expectations of Directors based on the loan waiver and increase in the valuation of the investment in GLCR Limited. This uplift is a result of the increase in the fair value of investment of GLCR in its subsidiary RPZC.

 

More information on the loan waiver is set out in note 21.

Other performance indicators

In absence of trading activity in the Company beyond managing its investments, there are no non-financial KPI's which are monitored by the Directors.

Events after the reporting date: ANR RP LIMITED

 

On 27 March 2025, the Company issued 210,000,000 further shares at US$0.01 each to part fund an acquisition of a non-controlling interest from Jaguar Investments Four (Proprietary) Limited, increasing its stake in Rosh Pinah Zinc Corporation (Proprietary) Limited from 89.96% to 97.8%.

Directors' responsibilities under s172

At ANR RP Limited ("ANR"), the Directors act in a manner consistent with their duties under section 172 of the UK Companies Act 2006. In doing so, they promote the success of the Company for the benefit of its shareholders, taking into consideration the interests of all stakeholders including employees, customers, suppliers, the environment, and the wider community.

 

In this statement we outline the key aspects of our approach to Section 172 and how our Directors have fulfilled their duties throughout the year.

 

Although ANR was only incorporated during 2023, as a result of its acquisition of Rosh Pinah Zinc Corporation Limited ("RPZC") the trading activity of that company has seen significant change. The Directors believe that we have consistently acted in accordance with duties under Section 172 and imposed equivalent rules and mentalities on its subsidiaries since our acquisition, working to promote the success of the Company and safeguard the interests of shareholders, employees, and other stakeholders alike. We will continue to uphold these principles as we navigate the challenges and opportunities ahead, striving to create lasting value for all those connected to our business.

ANR RP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The Directors take the following into consideration in their decision-making process.

 

1. The likely consequences of any decision in the long term

We are committed to making strategic decisions that drive long-term growth and value creation for our shareholders. Within trading groups this includes investments in further exploration and securing potential mining licences, whilst within ANR further development and acquisition opportunities are considered where the Directors believe that additional value can be achieved.

 

2. The interests of the Company's employees

ANR has no employees.

 

The success of our trading businesses would not be possible without the dedication of our workforce. Those staff view health, safety, wellbeing, training, compensation, and career opportunities as being important, and we recognise the importance of attracting, retaining, and developing a talented workforce.

 

We are committed to providing a safe and inclusive working environment, and challenge local leadership groups to maintain the highest operational standards.

 

Our trading business RPZC has further invested in the development of both the Rosh Pinah town and living environment, and also in the healthcare facilities in the town which underpin the health of the employees of our mine.

 

3. The need to foster the Company's business relationships with suppliers, customers, and others

ANR itself has no key customers or suppliers, but instead focuses on maximising the value of its investments.

 

Within our trading businesses, we believe that maintaining strong relationships with our stakeholders is essential for long-term success. In particular, all zinc and lead concentrate sales are with a sole customer which places emphasis on maintaining a good relationship with that customer.

4. The impact of the Company's operations on the community and the environment

With no trading, ANR has no direct impact on the community or environment.

 

For the trading businesses, the Directors are aware that the Rosh Pinah site uniquely impacts the local community as it is one of two major employers in the region, which underpins the Rosh Pinah township's very existence. The Group has investments in ownership of the township.

 

Whilst mining has an unavoidable impact on the environment, the Directors seek strategic partnerships where possible to mitigate this impact. On 7 April 2021 the group entered into a 15 year renewable energy power purchase agreement with Emerging Markets Energy Services Company ("EMESCO") for the supply of solar power to the Rosh Pinah Mine.

 

5. The desirability of the Company maintaining a reputation for high standards of business conduct

Our Directors are committed to upholding the highest standards of ethical conduct and ensuring compliance with all relevant laws and regulations, both within ANR and its investments.

 

6. The need to act fairly between members of the Company

The Board aims to understand the views of its shareholders and always act in their best interest, whilst also balancing this with local decision-making requirements within trading investments.

On behalf of the board

Mrs A E D Lister
Director
26 June 2025
ANR RP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company is that of a holding company for a portfolio of investments in the natural resources sector.

 

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the strategic report as the directors consider them to be of strategic importance to the group,

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M Amati
Mrs A E D Lister
Mr Y P Sanmugam     (Appointed 19 March 2025)
Mr A Hewitson
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Post reporting date events

See the Strategic Report.

Auditor

Azets Audit Services Limited were appointed as auditor to the company on 26 March 2024 and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

The company's UK emissions and energy consumption was less than 40,000 kWh of energy in the reporting period. As such the company qualifies as a low energy user and is exempt from reporting under SECR regulations.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

ANR RP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Going concern

As part of the regular budgeting and forecast process, the Directors have prepared cash flow forecasts covering a period in excess of 12 months from the date of approval of the financial statements and are satisfied that the company will have sufficient cash to meet its obligations as they fall due during this period.

The Company has received a support letter from its shareholders, Appian Natural Resources Fund III LP and Appian Natural Resources (UST) Fund III LP (together, the "Fund"), which confirms they will provide support to the Company. The Fund does not intend to demand repayment of any loans or other amounts owed to it by the Company for a period of at least twelve months from the date of signing of the financial statements.

On 24 June 2024, the group restructured its financing by way of a loan novation. Details of the loan restructured was disclosed in note 21 of these financial statements.

 

Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board
Mrs A E D Lister
Director
26 June 2025
ANR RP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

The directors are responsible for preparing the annual report 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 that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:

 

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. 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.

ANR RP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ANR RP LIMITED
- 8 -
Opinion

We have audited the financial statements of ANR RP Limited for the period ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows, and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Financial Reporting Standards.

In our opinion:

 

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 are independent of the 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report.

 

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.

ANR RP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANR RP LIMITED
- 9 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has 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.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

ANR RP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ANR RP LIMITED
- 10 -

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https:// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to him 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Laura Pingree (Senior Statutory Auditor)
For and on behalf of Azets Audit Services Limited
26 June 2025
Chartered Accountants
Statutory Auditor
Regis House
45 King William Street
London
EC4R 9AN
ANR RP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Year
Period
ended
ended
31 December
31 December
2024
2023
Notes
$'000
$'000
Administrative expenses
273
149
Transaction costs on investments
4
-
0
(531)
Operating profit/(loss)
5
273
(382)
Investment income
8
341
348
Finance costs
9
(2,217)
(1,624)
Other gains and losses
10
58,444
-
0
Profit/(loss) before taxation
56,841
(1,658)
Income tax expense
11
-
-
Profit/(loss) and total comprehensive loss for the year
56,841
(1,658)
ANR RP LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
$'000
$'000
Non-current assets
Investments
12
161,167
142,656
Current assets
Trade and other receivables
15
3,944
3,090
Cash and cash equivalents
2,001
2,665
5,945
5,755
Current liabilities
Trade and other payables
19
3,725
1,503
Borrowings
17
9,638
50,000
13,363
51,503
Net current liabilities
(7,418)
(45,748)
Net assets
153,749
96,908
Equity
Called up share capital
20
98,566
98,566
Retained earnings
55,183
(1,658)
Total equity
153,749
96,908
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
Mrs A E D Lister
Director
Company registration number 14875999 (England and Wales)
ANR RP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Retained earnings
Total
Notes
$'000
$'000
$'000
Balance at 17 May 2023
-
-
0
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(1,658)
(1,658)
Transactions with owners:
Issue of share capital
20
98,566
-
98,566
Balance at 31 December 2023
98,566
(1,658)
96,908
Year ended 31 December 2024:
Profit and total comprehensive income
-
56,841
56,841
Loan waiver
21
-
(40,362)
(40,362)
Cancellation of loan waiver
21
-
40,362
40,362
Balance at 31 December 2024
98,566
55,183
153,749
ANR RP LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
$'000
$'000
Cash flows used in operating activities
Cash used in operations
27
(147)
(54)
Interest paid
-
(186)
Net cash used in operating activities
(147)
(240)
Cash flows from investing
Acquisition of subsidiary
-
(136,911)
Acquisition of receivable from subsidiary
-
(2,880)
Loans made to other entities
(513)
-
0
Interest received
-
138
Net cash used in investing activities
(513)
(139,653)
Cash flows from financing
Proceeds from issue of shares
-
0
98,566
Proceeds from borrowings
-
50,000
Repayment of borrowings
-
(6,000)
Net cash generated from financing activities
-
142,566
Net (decrease)/increase in cash and cash equivalents
(660)
2,673
Cash and cash equivalents at beginning of year
2,665
-
0
Effect of foreign exchange rates
(4)
8
Cash and cash equivalents at end of year
2,001
2,665
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

ANR RP Limited ("the Company") is a private company limited by shares incorporated in England and Wales. The registered office is 100 Longwater Avenue, Green Park, Reading, RG2 6GP. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Reporting period

The company has selected 31 December as its year-end to align with other group companies. Therefore, these financial statements include a seven-month comparative period and are hence not directly comparable to subsequent annual financial statements.

1.2
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in US dollars, which is the functional currency of the company,

The financial statements have been prepared under the historical cost convention, except for the revaluation of investments. The principal accounting policies adopted are set out below.

The company and group are exempt from preparing consolidated financial statements as the investment is held as part of an investment portfolio. Therefore the group is exempt from producing consolidated financial statements under s405 of the Companies Act 2006 and paragraph 8A of IAS27 Consolidated and Separate Financial Statements.

1.3
Going concern

As part of the regular budgeting and forecast process, the Directors have prepared cash flow forecasts covering a period in excess of 12 months from the date of approval of the financial statements and are satisfied that the company will have sufficient cash to meet its obligations as they fall due during this period.true

The Company has received a support letter from its shareholders, Appian Natural Resources Fund III LP and Appian Natural Resources (UST) Fund III LP (together, the "Fund"), which confirms they will provide support to the Company. The Fund does not intend to demand repayment of any loans or other amounts owed to it by the Company for a period of at least twelve months from the date of signing of the financial statements.

On 24 June 2024, the group restructured its financing by way of a loan novation. Details of the loan restructured was disclosed in note 21 of these financial statements.

 

Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Non-current investments

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

Investments are recognised at fair value with changes included in profit and loss.

1.5
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.6
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

 

The company's investment portfolio is recognised at fair value through profit and loss. In the year of acquisition, changes between the acquisition date and year end are not considered to be significant so the acquisition cost is accepted as fair value.

Financial assets at fair value through profit or loss

Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of comprehensive income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.7
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.10
Foreign exchange

The company's functional and presentation currency are the United States dollar.

 

Other transactions denominated in British pounds have been translated into United States dollars at the average rate for the year of US$1=£0.7823 (2023: US$1=£0.7975).

 

Monetary items denominated in British pounds at the year‐end have been translated at the closing rate at the last day of the reporting period of US$1=£0.7981 (2023: US$1=£0.7845).

 

Unrealised differences arising from the above and realised differences arising on settlement in the year are included in the appropriate income or expenditure category.

 

Transaction and balances

Transactions denominated in currencies other than the group’s functional currency, US dollar, are translated at the rate of exchange ruling at the transaction date. Monetary items denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Gains and losses arising on translation are credited to or charged to the statement of comprehensive income.

1.11

Interest income

Interest income is recognised in the statement of comprehensive income using the effective interest method.

1.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2
Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised standards and interpretations have been adopted by the Company but have had no effect on the current period or a prior period or and are not expected to have an effect on future periods:

 

The adoption of these standards has not had any effect on the reported financial position or results of the Company.

ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Adoption of new and revised standards and changes in accounting policies
(Continued)
- 19 -
Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

 

 

The Company is not expecting to change its reported profits or net asset position as a result of these disclosures, although it is expected to change the presentation of these results as a consequence of the disclosure requirements of IFRS 18.

ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
3
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Key sources of estimation uncertainty
Investment valuation

Interests in subsidiaries, associates and jointly controlled entities are initially recorded at cost but subsequently measured at fair value on the grounds the investment held is as part of an investment portfolio. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

 

The inputs to the valuation model are broadly unobservable, although in all instances relate to an underlying asset-backed investment which has a readily estimated valuation in current condition and use, which itself is predominantly based on the underlying cashflows associated with the life-of-mine model. The valuation uses a discounted cashflow model with key uncertainties being around the remaining value and quality of ore reserves in the ground, the cost of extraction, the sale price of the mined goods (being driven by global commodity prices), and the discount rates applied to the cashflows.

 

Production, reserves, life of mine, ore grades and operating and capital costs assumptions are based on the latest mine plan and project feasibility study.

 

Price to NAV ("P/NAV") multiple is applied to reflect the risk of an asset under expansion located in Namibia based on comparable intermediate base metals producing companies. This was based on market-referenced comparable multiples.

 

Commodity price and exchange rate assumptions are based on recent broker consensus published by Consensus Economics. The model is in real terms, i.e., no nominal inflation is taken into account which is also reflected in the real discount rate of 8%. The expansion project is on track and within budget with ca. 64% of the surface infrastructure completed as of 31 December 2024.

 

The Rosh Pinah mine has been in continuous operation for several decades. The Life of Mine model has a projection of operation until 2035.

 

Sensitivity Analysis

A 2.5% increase in zinc price would increase the investment valuation by $16m. A 2.5% increase in opex would reduce the investment valuation by $7m. A 0.5% increase in discount rate would reduce the investment value by $7m.

4
Exceptional items
2024
2023
$'000
$'000
Expenditure
Transaction costs on investments
-
0
531
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
5
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
$'000
$'000
Exchange gain
(426)
(268)
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
$'000
$'000
For audit services
Audit of the financial statements of the company
73
60
7
Employees

The average monthly number of persons (including directors) employed by the Company during the year was nil (2023: nil).

8
Investment income
2024
2023
$'000
$'000
Interest income
Interest
-
138
Interest receivable from Rosh Pinah Zinc Corporation (Proprietary) Limited
341
210
Total interest revenue
341
348
Investment income above relates to interest income derived on deposits paid in advance of the completion of the acquisition and was calculated by multiplying the balance by the applicable interest rate.
9
Finance costs
2024
2023
$'000
$'000
Other interest payable
2,217
1,624

This interest was paid on loans from the investors and was calculated by multiplying the balance by the applicable interest rate set in the loan agreement.

10
Other gains and losses
2024
2023
$'000
$'000
Change in value of financial assets at fair value through profit or loss
58,444
-
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Other gains and losses
(Continued)
- 22 -

Details of the increase in fair value of assets are included in note 12

11
Income tax expense

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

2024
2023
$'000
$'000
Profit/(loss) before taxation
56,841
(1,658)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: 25.00%)
14,210
(415)
Effect of expenses not deductible in determining taxable profit
-
0
133
Change in unrecognised deferred tax assets
486
282
Change in fair value of investment
(14,696)
-
0
Taxation charge for the year
-
-

The corporation tax rate was 25% throughout the reporting period (2023 - 25%).

 

All deferred tax balances are carried at 25%. As a result of the uncertainty of the timing of future taxable profits, tax losses carried forward and unrecognised total $3,070,000 (2023:$1,127,000); if a deferred tax asset was recognised on this it would increase the net assets of the Company by $768,000 (2023: $282,000).

12
Investments
Non-current
2024
2023
$'000
$'000
Investments in subsidiaries
161,167
102,723
Loan to subsidiary
-
39,933
161,167
142,656
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Investments
(Continued)
- 23 -

The increase in fair value is included in other gains and losses as per note 10. Estimates and judgements used to determine the fair value are detailed in note 3.

 

The uplift in fair value relates to the zinc mine operated by Rosh Pinah Zinc Corporation (Proprietary) Limited and is due to an ongoing expansion project, expected to complete in 2025, that will significantly increase the annual output of the mine.

 

The movement in the loan to subsidiary is detailed in note 21.

 

The Company has provided a pledge and cession over these shares as security over the borrowings of RPZC.

Movements in non-current investments
Investments
in
Loan to
subsidiaries
subsidiary
Total
$'000
$'000
$'000
Cost or valuation
At 1 January 2024
102,723
39,933
142,656
Valuation changes
58,444
-
58,444
Foreign exchange gains
-
429
429
Loan novation
-
(40,362)
(40,362)
At 31 December 2024
161,167
-
161,167
Carrying amount
At 31 December 2024
161,167
-
161,167
At 31 December 2023
102,723
39,933
142,656

The increase in fair value is included in other gains and losses as per note 10. Estimates and judgements used to determine the fair value are detailed in note 3.

13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Indirect
GLCR Limited (1)
England & Wales
Holding company
Ordinary
100.00
-
Wilru Investments One Hundred and Thirty Four (Proprietary) Limited (2)
Namibia
Intermediate holding company
Ordinary
0
100.00
Rosh Pinah Base Metals (Proprietary) Limited (2)
Namibia
Non-trading
Ordinary
0
100.00
Rosh Pinah Mine Holdings (Proprietary) Limited (2)
Namibia
Non-trading
Ordinary
0
100.00
Rosh Pinah Zinc Corporation (Proprietary) Limited (2)
Namibia
Mining
Ordinary
0
90.54
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Subsidiaries
(Continued)
- 24 -

Registered office addresses (all UK unless otherwise indicated):

1
100 Longwater Avenue, Green Park, Reading, England, RG2 6GP
2
Rosh Pinah Mine, Kahan Street, Rosh Pinah, Namibia
The aggregate capital and reserves and the result for the year of the subsidiaries noted above were as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
$'000
$'000
GLCR Limited (1)
(719)
(342)
Wilru Investments One Hundred and Thirty Four (Proprietary) Limited (2)
85,898
(328)
Rosh Pinah Base Metals (Proprietary) Limited (2)
3,467
-
Rosh Pinah Mine Holdings (Proprietary) Limited (2)
4,415
(272)
Rosh Pinah Zinc Corporation (Proprietary) Limited (2)
93,940
1,489

Since the year-end, the stake in Rosh Pinah Zinc Corporation (Proprietary) Limited has increased as explained in the subsequent events note 24 .

14
Joint ventures

Details of the company's joint ventures at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Interest
% Held
held
Direct
Indirect
Rosh Pinah Health Care (Proprietary) Limited
Sidadi Clinic, Rosh Pinah, Namibia
Ownership of healthcare assets
Ordinary
0
27.89
RoshSkor Township (Proprietary) Limited
RoshSkor Building, Rosh Pinah, Namibia
Ownership of the township
Ordinary
0
44.98
Gergarub Exploration and Mining (Proprietary) Limited
Rosh Pinah Mine, Rosh Pinah, Namibia
Mining
Ordinary
0
44.08
15
Trade and other receivables
2024
2023
$'000
$'000
Amounts owed by GLCR Limited
513
-
Amounts owed by Rosh Pinah (1)
2,498
3,090
Amounts owed by Rosh Pinah (2)
933
-
3,944
3,090
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Trade and other receivables
(Continued)
- 25 -

No interest is charged on the short-term ad hoc loan amounts arising from payments made on behalf of the non-operational subsidiary GLCR Limited.

 

Amounts owed by Rosh Pinah

These represents amounts owed by Rosh Pinah Zinc Corporation (Proprietary) Limited, a group investment company which is a non-wholly owned subsidiary.

 

(1) This loan represents net amounts advanced on which interest is charged at 8%. Until the loan reorganisation described in note 21, interest was charged on the formal long-term loan amounts owed from subsidiary companies at a rate of 1.0% above the Scotiabank rate, on a compounding basis. Following this reorganisation, the replacement loan carried interest at 8% per annum, was unsecured, and was repayable to the Company on demand. The loan is repayable on 28 October 2032, or on an earlier date if demanded by the Company at an earlier date. As it is repayable on demand it is included in current assets even though no such demand is currently expected to be issued.

 

(2) This loan represents amounts acquired as part of the 2023 acquisition of Rosh Pinah, and is non-interest bearing.

 

In November 2024 the Company was party to a multi-party agreement which subordinated the Company's loans behind other secured creditors in the investment group.

16
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Expected credit losses

No significant receivable balances are impaired at the reporting end date.

 

The Company has no trade receivables as a result of its status as an investment entity, and accordingly applies the simplified model to determine expected credit losses. As its receivables represent trading balances from subsidiaries and investment loans to subsidiaries, the expected losses on these are inherently linked with the assessment of the fair value of the investment in those subsidiaries (as detailed in note 12).

 

At the period end the Company has determined that cost approximates to fair value. It therefore follows that the loans remain recoverable on the same basis as when the Company first acquired beneficial ownership of those loans from a third party. It therefore follows that expected credit losses are not considered significant by the Directors.

17
Borrowings
2024
2023
$'000
$'000
Borrowings held at amortised cost:
Loans from shareholders
9,638
50,000
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Borrowings
(Continued)
- 26 -

Borrowings represent funds advanced to the company from shareholders Appian Natural Resources Fund III LP and Appian Natural Resources (UST) Fund III LP, in order to fund the acquisition of GLCR Limited. The loans are repayable on demand by the lender. Interest is payable on the borrowings at a rate of 5% per annum, compounding on the basis of a 360 day year. The Company may prepay any part of the loan at any time. The loan is unsecured.

 

The Company has received a support letter from its shareholders, Appian Natural Resources Fund III LP and Appian Natural Resources (UST) Fund III LP (together, the "Fund"), which confirms they will provide support to the Company. The Fund does not intend to demand repayment of any loans or other amounts owed to it by the Company for a period of at least twelve months from the date of signing of the financial statements.

 

During the year the Company benefited from a reduction in the value of the loan, as detailed in note 21 . The loan outstanding is $9.6m (2023: $50.0m).

18
Market risk
Financial risk management
Interest rate risk

The carrying amounts of financial liabilities which expose the company to cash flow interest rate risk are as follows:

2024
2023
$'000
$'000
Borrowings
9,638
50,000
9,638
50,000

The Company's borrowings are on a 5% fixed basis as disclosed in note 17. Such borrowings are with related parties of the Company.

Commodity pricing risk

The value of the investment into GLCR Limited and its subsidiary which operates the Rosh Pinah mine is subject to a number of assumptions and macro-economic influences, meaning that determination of its value is predominantly based on the underlying cashflows associated with the life-of-mine model at Rosh Pinah and how the cashflows may derive from this. The life-of-mine model uses a discounted cashflow model with key uncertainties being around the remaining value and quality of ore reserves in the ground, the cost of extraction, the sale price of the mined goods (being driven by global commodity prices), and the discount rates applied to the cashflows. In particular, the price of commodity is an unknown input and is entirely outside the control of the Company, and therefore the Company's investment values carry significant exposure to these risks.

 

Foreign exchange risk

The Company was exposed to foreign exchange movements, predominantly on its investment loans to Wilru Investments One Hundred and Thirty Four (Proprietary) Limited ("Wilru"), which are shown in note 12. These loans are now denominated in US Dollars. Hence there was exposure in 2023 and until the loan reorganisation but there no longer is at 31 December 2024.

 

Had the Namibian Dollar depreciated against the US Dollar by 5%, this would have resulted in a loss of approximately $nil (2023: loss of $2.0m) (appreciated by 5%, a gain of nil (2023: gain of $2.0m).

 

ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
19
Trade and other payables
2024
2023
$'000
$'000
Accruals
3,725
1,503

Included within accruals is $3,655,000 (2023: $1,438,000) of accrued but unpaid interest which is payable on the borrowings as detailed in note 17.

20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
$'000
$'000
Issued and unpaid
Ordinary of $0.01 each
10,000
10,000
-
-
Issued and fully paid
Ordinary of $0.01 each
9,856,604,000
9,856,604,000
98,566
98,566
9,856,614,000
9,856,614,000
98,566
98,566

On incorporation, 10,000 ordinary shares of $0.01 were issued at par value. On 20 June 2023 a further 9,856,604,000 ordinary shares of $0.01 were issued at par value.

21
Loan restructure

On 24 June 2024 the Company's interest-free and unsecured loan to its subsidiary amounting to $39.9m, representing a Namibian Dollar value of N$730.2m and shown within investments in the prior year in note 12 was novated to RP FC (Jersey) Limited ("RPFC"), a related party by virtue of common control. As part of the novation, the loan's currency denomination has been converted from NAD to USD at the exchange rate as of the novation date. This resulted in a revaluation to $40.3m which the Company was owed by RPFC. The replacement loan carried interest at 8% per annum, was unsecured, and was repayable to the Company on demand.

 

On the same date, the Company entered a deed of waiver which released RPFC from its obligation to pay the Company. Under UK company law, the waiver of a loan owed by a related party by virtue of common control is deemed to be a distribution, and is therefore presented as a deduction from retained profits within the Statement of Changes in Equity. Subsequently, on 25 October 2024, the Company obtained approval from its shareholders on the cancellation of the deemed distribution as it was ascertained that the Company did not have sufficient realised retained profits to make this distribution. The cancellation is also disclosed in the Statement of Changes in Equity as a reversal to the original transaction.

 

This resulted in a shareholder obligation to repay the distribution. This was offset against the loan of $50.0m due to the shareholders, details of which are provided in note 17. The offset has the effect of creating an unconditional right for the Company to pay a reduced value on the borrowings, which has resulted in a derecognition of the borrowings to the extent of the loan waiver.

ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
22
Contingent liabilities

On 22 November 2024 the Company entered a charge with The Standard Bank of South Africa Limited offering its shares in GLCR Limited as security. The directors do not expect any loss to arise from this arrangement.

 

The Company has provided a pledge and cession over its investment in GLCR Limited as security over the loans from RP FC (Jersey) Limited. The directors do not expect any loss to arise from this arrangement.

23
Capital risk management

The company is not subject to any externally imposed capital requirements.

24
Events after the reporting date: ANR RP LIMITED

On 27 March 2025, the Company issued 210,000,000 further shares at US$0.01 each.

 

GLCR Limited Group acquired a non-controlling interest from Jaguar Investments Four (Proprietary) Limited, increasing its stake in Rosh Pinah Zinc Corporation (Proprietary) Limited from 90.0% to 97.8%.

25
Related party transactions
Remuneration of key management personnel

The Company has not paid remuneration to any key management personnel, including directors, during the year, as defined in IAS 24 Related Party Disclosures. However, the Company has paid Centralis UK Limited for commercial management of the Company's activities which includes provision of Adam Hewitson and Amy Lister as directors, for which fees of $35,000 (2023: $40,000) have been expensed to the Statement of Comprehensive Income.

Other transactions with related parties

Loan interest of $2,217,000 (2023: $1,624,000) was accrued to shareholders Appian Natural Resources Fund III LP and Appian Natural Resources (UST) Fund III LP and is included in the interest note.

The following amounts were outstanding and owed to related parties as at the period end date:

2024
2023
Amounts due to shareholders Appian Natural Resources Fund III LP and Appian Natural Resources (UST) Fund III LP
$'000
$'000
Loan included in borrowings note
9,638
50,000
Accrued interest included in creditors note
3,655
1,438
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Related party transactions
(Continued)
- 29 -

The following amounts were outstanding and owed to related parties as at the period end date:

2024
2023
Amounts due from related parties
$'000
$'000
Loan to Rosh Pinah Zinc Corporation (Proprietary) Limited
3,431
3,090
Loan to Wilru Investments One Hundred and Thirty Four (Proprietary) Limited
-
39,933
Loan to GLCR Limited
513
-
3,944
43,023
The following income was recognised during the year from related parties:
2024
2023
$'000
$'000
Interest charged to Rosh Pinah Zinc Corporation (Proprietary) Limited
341
210
Other information

On 24 June 2024, the group restructured its financing by way of a loan novation, which created a number of related party transactions and offsets as a result. Details of this are provided in note 21.

26
Controlling party

ANR RP Limited is under the control of Appian Natural Resources Fund GP III Limited, the ultimate controlling party incorporated in Jersey.

 

There is no party which consolidates the Company's results into its financial statements.

27
Cash used in operating activities
2024
2023
$'000
$'000
Profit/(loss) for the year before income tax
56,841
(1,658)
Adjustments for:
Finance costs
2,217
1,624
Investment income
(341)
(348)
Foreign exchange on cash equivalents
4
8
Other gains and losses
(58,444)
-
Foreign exchange on investments
(429)
(276)
Transaction costs
-
531
Movements in working capital:
Increase in trade and other payables
5
65
Cash used in operating activities
(147)
(54)
ANR RP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
28
Analysis of changes in net debt
1 January 2024
Cash flows
Other non-cash changes
Exchange rate movements
31 December 2024
$'000
$'000
$'000
$'000
$'000
Cash at bank and in hand
2,665
(660)
-
(4)
2,001
Borrowings
(50,000)
-
40,362
-
(9,638)
(47,335)
(660)
40,362
(4)
(7,637)
17 May 2023
Cash flows
Other non-cash changes
Exchange rate movements
31 December 2023
$'000
$'000
$'000
$'000
$'000
Cash at bank and in hand
-
2,673
-
(8)
2,665
Borrowings
-
(50,000)
-
-
(50,000)
-
(47,327)
-
(8)
(47,335)

Major non-cash transaction - current year

During the year the Company was party to the offset of loans to a subsidiary with shareholder loans, via a waiver and cancellation of waiver as detailed in note 21, with value of $40,362,000. This had the effect of reducing the value of its investments in note 12 and its borrowings in note 17.

 

Major non-cash transaction - prior year

Prior to incorporation of the Company, a deposit of $6,000,000 was paid by the Fund, on behalf of the company, in respect of the acquisition. This was netted off the acquisition cashflows and recognised as a loan to the Fund on the Statement of Financial Position. This was repaid by the company prior to the year end.

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