AURELIA MINING LIMITED

Company Registration Number:
13309880 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2024

Period of accounts

Start date: 1 January 2024

End date: 31 December 2024

AURELIA MINING LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2024

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

AURELIA MINING LIMITED

Directors' report period ended 31 December 2024

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

Principal activities of the company

The principal activity of the Company is that of an investment holding company.

Additional information

Review of current position, future developments and performance of the Company's business The Company's development to date, financial results and position as presented in the financial statements are consistent with the Board of Directors’ expectations, given the stage of development of the Company’s business. Results The Company's results for the period are set out on page 4. The net loss for the period attributable to the shareholders of the Company amounted to £262,872 (2023: 232,068). On 31 December 2024 the total assets of the Company were £1,470,562 (2023: £1,382,652) and the total liabilities of the Company were £86,925 (2023: £193,722). Dividends The Company did not have any distributable profits as at 31 December 2024 and consequently, the Board of Directors do not recommend the payment of a dividend (2023: nil). Share capital Authorised capital Under its Memorandum the Company does not have a fixed number of ordinary shares. Issued capital The Company had 2,464,041 shares of nominal value £0.0001 each issued and outstanding at 31 December 2024 (2023: 2,341,938). Board of Directors The sole Director of the Company throughout the year ended 31 December 2024 and at the date of this report is as shown on page 1. In accordance with the Company's Articles of Association the Director continues in office. Events after the end of the reporting period There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.



Directors

The director shown below has held office during the whole of the period from
1 January 2024 to 31 December 2024

Julian Hammond


Secretary Clive Oliver

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
5 July 2025

And signed on behalf of the board by:
Name: Clive Oliver
Status: Secretary

AURELIA MINING LIMITED

Profit And Loss Account

for the Period Ended 31 December 2024

2024 2023


£

£
Administrative expenses: ( 262,781 ) ( 232,058 )
Operating profit(or loss): (262,781) (232,058)
Interest payable and similar charges: ( 91 ) ( 10 )
Profit(or loss) before tax: (262,872) (232,068)
Tax: 0 0
Profit(or loss) for the financial year: (262,872) (232,068)

AURELIA MINING LIMITED

Balance sheet

As at 31 December 2024

Notes 2024 2023


£

£
Fixed assets
Investments: 3 574,226 530,878
Total fixed assets: 574,226 530,878
Current assets
Debtors: 4 895,614 851,752
Cash at bank and in hand: 722 22
Total current assets: 896,336 851,774
Net current assets (liabilities): 896,336 851,774
Total assets less current liabilities: 1,470,562 1,382,652
Creditors: amounts falling due after more than one year: 5 ( 86,925 ) ( 193,722 )
Total net assets (liabilities): 1,383,637 1,188,930
Capital and reserves
Called up share capital: 288 234
Share premium account: 1,386,914 1,244,164
Other reserves: 607,619 292,844
Profit and loss account: (611,184 ) (348,312 )
Total Shareholders' funds: 1,383,637 1,188,930

The notes form part of these financial statements

AURELIA MINING LIMITED

Balance sheet statements

For the year ending 31 December 2024 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 5 July 2025
and signed on behalf of the board by:

Name: Julian Hammond
Status: Director

The notes form part of these financial statements

AURELIA MINING LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Valuation information and policy

    Financial assets, other than investments and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost, less any impairment. Financial liabilities and equity are classified according to the substance of the financial instrument’s contractual obligations, rather than the financial instrument’s legal form. Financial liabilities, excluding convertible debt and derivatives, are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost.

    Other accounting policies

    Going concern basis The Company is dependent upon its ability to raise new equity and or debt finance in order to fund its future operations, without which there would be significant doubt about its ability to continue as a going concern as well as its ability to realise its assets and discharge its liabilities in the ordinary course of business. The director currently anticipates being able to raise such finance to enable the Company to continue as a going concern and to meet its obligations as they fall due. Subsidiary companies Subsidiaries are entities controlled by the Company. Control exists where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified. Foreign currency translation Functional and presentation currency Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in pounds sterling, which is the Company's functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within ‘finance income or costs’. All other foreign exchange gains and losses are presented in profit or loss within ‘administrative expenses’. Tax The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge and deferred income tax are calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date. Dividends Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable Reserves The Group and Company’s reserves are as follows: - Called up share capital reserve represents the nominal value of the shares issued. - The share premium account includes the premium on issue of equity shares, net of any issue costs. - Other reserves includes the cost of share-based payment transactions. - Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments. Share-based payments Where share options are awarded to employees and consultants, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Where equity instruments are granted to persons other than employees, the profit and loss account is charged with the fair value of goods and services received.

AURELIA MINING LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 2. Employees

    2024 2023
    Average number of employees during the period 0 0

AURELIA MINING LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

3. Fixed assets investments note

The details of the subsidiaries are as follows name Iron Ore Mining Limited country of incorporation Nigeria principal activities mineral exploration holding percentage 100

AURELIA MINING LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

4. Debtors

2024 2023
£ £
Prepayments and accrued income 18,295 18,295
Other debtors 877,319 833,457
Total 895,614 851,752
Debtors due after more than one year: 877,319 833,457

AURELIA MINING LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

5. Creditors: amounts falling due after more than one year note

2024 2023
£ £
Other creditors 86,925 193,722
Total 86,925 193,722

AURELIA MINING LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

6. Financial Commitments

On 21 May 2021, the Company acquired 100% of the issued share capital of Iron Ore Mining Limited for consideration payments to date comprising 632,678 shares in the Company and cash payments of US$150,000 (£116,719). Further cash payments are due of up to US$250,000 if certain exploration and production milestones are met by Iron Ore Mining Limited. On August 19, 2023 the Company entered into an agreement for the acquisition from Natres Advisors Nigeria Limited of two mineral exploration licences in Nigeria for consideration comprising US$30,000 cash and 228,740 ordinary shares of the Company to be issued when the licences have been transferred into the name of the subsidiary company nominated by the Company. In connection with a loan facility arranged for the Company’s wholly owned subsidiary, the Company has issued the lender with 18,750 warrants over the Company’s shares with a price of US$1.82. There are no performance conditions attached to the warrants and all the granted warrants were immediately vested. Warrants are equity settled share based payment transactions. The Company has valued these warrants at initial recognition using the Black-Scholes pricing model at £3,376 using the following average assumptions: a.Weighted average fair value US$0.2337 b.Risk free rate pa 4.03% c.Expected term 2 years d.Volatility 26% e.Dividend nil Share options Under the option plan adopted by the Company, the Company may grant stock options to any director, employee or consultant of the Company. The number of options outstanding and exercisable at 31 December 2024 by exercise price were as follows: 1.421,333 options with exercise price of £0.01 and weighted average remaining term of 4.2 years, all of which were exercisable when issued. 186,667 of these options were granted in 2024 (2023: 234,666). The fair value of these share-based payment grants was estimated at £1.50 per option based on the price of recent share issuances made by the Company. 2.80,000 options granted in 2023 with exercise price of £1.50 and weighted average remaining term of 3.9 years of which 60,000 were exercisable. The fair value of these share-based payment grants was estimated using the Black-Scholes pricing model using the following assumptions: a.Weighted average fair value £0.98 b.Risk free rate pa 4.17% c.Expected term 3.3 years d.Volatility 26% e.Dividend nil f.Forfeiture rate pa nil g.Weighted average share price of options exercised in year £1.50 A share-based payments expense of £314,775 was recognised during the year (2023: £292,844).