Perseus Côte D'Ivoire Limited - Limited company accounts 25.1

REGISTERED NUMBER: 10152865 (England and Wales)

Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2024

for

Perseus Côte D'Ivoire Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

J F G McGloin

J E Rutherford

SECRETARY:

M P Bosboom

REGISTERED OFFICE:

1st Floor 8 Bridle Close

Kingston Upon Thames

KT1 2JW

REGISTERED NUMBER:

10152865 (England and Wales)

AUDITORS:

Leigh Christou Ltd

Chartered Certified Accountants and

Statutory Auditor

Leofric House

Binley Road

Coventry

CV3 1JN

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The Company acted as an intermediate holding company during the period with a 90% interest in an Ivorian company, Perseus Mining Yaouré S. A., which owns and operates the Yaouré Gold Mine. The company has no business outside of this investment.

DIRECTORS

J F G McGloin has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

J E Rutherford was appointed as a director after 31 December 2024 but prior to the date of this report.

M Thomas ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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, 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.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Leigh Christou Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

J F G McGloin - Director

3 September 2025

Opinion

We have audited the financial statements of Perseus Côte D'Ivoire Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the 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 Auditors' 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 directors' 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

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 Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• 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. 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.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

C A Christou FCCA MAE (Senior Statutory Auditor)

for and on behalf of Leigh Christou Ltd

Chartered Certified Accountants and

Statutory Auditor

Leofric House

Binley Road

Coventry

CV3 1JN

3 September 2025

TURNOVER

-

Administrative expenses

2,739,938

105,027

OPERATING LOSS

(2,739,938

)

(105,027

)

Income from shares in group undertakings

257,412,632

153,357,748

Interest receivable and similar income

65,643

-

257,478,275

153,357,748

PROFIT BEFORE TAXATION

4

254,738,337

153,252,721

Tax on profit

5

38,611,895

23,003,662

PROFIT FOR THE FINANCIAL YEAR

216,126,442

130,249,059

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

216,126,442

130,249,059

FIXED ASSETS

Investments

7

1,033,565

CURRENT ASSETS

Debtors

8

56,336,421

68,924,363

Cash at bank

44,071

-

56,380,492

68,924,363

CREDITORS

Amounts falling due within one year

9

57,352,679

69,899,685

NET CURRENT LIABILITIES

(972,187

)

(975,322

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

61,378

58,243

CAPITAL AND RESERVES

Called up share capital

11

3

Retained earnings

12

61,375

58,240

SHAREHOLDERS' FUNDS

61,378

58,243

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2025 and were signed on its behalf by:

J F G McGloin - Director

Called up

share

Retained

Total

capital

earnings

equity

$

Balance at 1 January 2023

3

-

3

Changes in equity

Profit for the year

-

130,249,059

Total comprehensive income

-

130,249,059

Dividends

-

(130,190,819

)

(130,190,819

)

Balance at 31 December 2023

3

58,240

58,243

Changes in equity

Profit for the year

-

216,126,442

Total comprehensive income

-

216,126,442

Dividends

-

(216,123,307

)

(216,123,307

)

Balance at 31 December 2024

3

61,375

61,378

1.	STATUTORY INFORMATION

Perseus Côte D'Ivoire Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the US Dollar ($).

Amounts are presented in United States Dollars ($), which is the functional currency of the company. The Directors consider that US Dollars is the functional currency of the company because the intercompany loan from Perseus Mining Limited is denominated in that currency, and ultimately, returns from the Yaouré Gold Project are most heavily influenced by the price of gold, which is set in US Dollars.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative
information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into
between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Exemption from preparation of consolidated financial statements

The financial statements contain information about Perseus Côte d'Ivoire Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of the exemption conferred by s401 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated financial statements of its immediate and ultimate parent, Perseus Mining Limited.

Nature of Business and Going Concern

During the year, the Company acted as an intermediate holding company. The Company is a 100% subsidiary of Perseus Mining Limited. Perseus has indicated that it will provide financial support to the Company to meet its financial obligations. The directors therefore consider it appropriate to prepare these financial statements on the going concern basis.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US Dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investments in subsidiaries

The investment in the equity of Perseus Mining Yaouré S.A. is an investment in subsidiary and the company has elected to account for this at cost, less impairment. Financial assets measured at cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of an impairment, an impairment loss is recognised in the Income Statement.

Basic financial assets and liabilities

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

The intercompany loan is initially recognised at transaction price, adjusted for transaction costs, and subsequently measured at amortised cost using the effective interest method.

Income from shares in group undertakings

Income from shares in group undertakings is recognised when the right to receive payment is established.

Dividend distribution

Dividend distributions to the company’s shareholders are recognised as a liability in the company’s financial statements in the period in which the dividends are approved by the company’s shareholders.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

31.12.24

31.12.23

$

Directors' remuneration

-

The Company does not have any employees other than the directors. The directors' remuneration for their services is borne by the parent company.

4.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:

31.12.24

31.12.23

$

Foreign exchange differences

2,738,528

105,027

5.

TAXATION

Analysis of tax expense

31.12.24

31.12.23

$

Current tax:

Tax

38,611,895

23,003,662

Total tax expense in statement of comprehensive income

38,611,895

23,003,662

Factors affecting the tax expense

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

$

Profit before income tax

254,738,337

153,252,721

Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 23.500%)

63,684,584

36,014,389

Effects of:

Items not taxable

(25,072,689

)

(13,010,727

)

Tax expense

38,611,895

23,003,662

Dividends received from the subsidiary company Perseus Mining Yaouré S.A, a company incorporated in Côte D'Ivoire are subject to withholding tax at the rate of 15%.

6.

DIVIDENDS

31.12.24

31.12.23

$

Ordinary shares of $1 each

Interim

216,123,307

130,190,819

7.	INVESTMENTS

Shares in

group

undertakings

$

COST

At 1 January 2024

and 31 December 2024

1,033,565

NET BOOK VALUE

At 31 December 2024

1,033,565

At 31 December 2023

1,033,565

On 27 May 2019, the company incorporated Perseus Mining Yaouré S.A ("PMY") in Côte d'Ivoire with initial capital of XOF 600 000 000. At this date, the company owned 90% of the share capital of that company, in accordance with relevant legislation in Côte d'Ivoire that grants government interest 10% of all foreign investments in mining projects.

On 19 August 2020, certain assets and liabilities were transferred to PMY from another member of the Perseus Group, as part of a standard requirement of the mining legislation in Côte d'Ivoire to segregate mining from exploration operations, and to facilitate government ownership interests of the exploration activities. The result was a transfer of net assets with a value of XOF 6 000 000 to PMY from another member of the Perseus Group, in return for which PMY issued 600 new shares. Of these new shares, 10% (60 shares) were transferred to government interests, and the remaining 90% (540 shares) were transferred to Perseus Côte d'Ivoire Limited.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

$

Amounts owed by group undertakings

56,336,421

68,924,363

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

$

Amounts owed to group undertakings

57,352,679

69,899,685

The intercompany loan is payable to the immediate and ultimate parent company, attracts no interest and has no set repayment date (i.e. is repayable on demand).

10.	SECURED DEBTS

On 31 March 2023, the ultimate controlling party; Perseus Mining Limited, expanded its Syndicated Facility Agreement ("SFA") into a US$300 million SFA comprising a three-year US$300 million revolving cash advance facility with the following lenders Macquarie Bank Limited, Nedbank Limited, Absa Bank (Mauritius) Limited, Citibank, N.A., The Standard Bank of South Africa Limited (acting through its Isle of Man Branch).

The SFA includes securities and guarantees over all assets of Perseus Côte D'Ivoire Limited.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

$

2

Ordinary

£1

3

12.

RESERVES

Retained

earnings

$

At 1 January 2024

58,240

Profit for the year

216,126,442

Dividends

(216,123,307

)

At 31 December 2024

61,375

13.	ULTIMATE PARENT COMPANY

Perseus Mining Limited (incorporated in Australia ) is regarded by the directors as being the company's ultimate parent company.

The registered office of Perseus Mining Limited is:

Level 2,

437 Roberts Road,

Subiaco,

Western Australia 6008,

Australia

The audited group accounts may be obtained from their website at www.perseusmining.com

14.	AUDITOR LIABILITY LIMITATION AGREEMENT

Auditors Liability is limited to a maximum of twenty-five times the fee relating to the audit engagement.

The director approved the agreement on 25 March 2025.