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

The company’s business is to act as principal between miners and smelters around the world, in the selling of metal ores, concentrates and secondary materials, primarily copper, lead, zinc, gold and silver, with the company also being a significant blender of concentrates in multiple locations.

The immediate and ultimate parent company is Ocean Partners Holdings Limited, a company incorporated in the United Kingdom.

The company completed its twentieth year of business with a sound balance sheet and a healthy core group of customers and suppliers. The company has also continued its expansion into the low value, high volume bulk commodities such as manganese, chrome, ilmenite and iron ore and to increase its participation in minor metals.

The company’s core business model has remained fairly consistent over recent years, but the industry remains one in which volumes and profitability are extremely volatile across every commodity the company sells, which can lead to significant fluctuations month on month. The company also continues to face increased competition from new entrants and existing participants looking to increase market share in the general ores and concentrate markets.

The directors are pleased to report that 2024 was the company's the most profitable year. The company’s performance was due to it being well positioned across the commodities it trades to capitalise on favourable conditions. In addition to this, the directors are pleased to report that company’s long term investments made further gains during the year.

The company still faces significant uncertainties, from higher interest rates to boarder tariffs. The directors continue to closely monitor liquidity and its exposures to the risks which are detailed below. Notwithstanding these challenges, the directors remain optimistic that company will remain profitable through 2025.

Financial instruments of significance to the company comprise primary financial instruments (mainly cash, borrowings, debtors and creditors) and derivative financial instruments (mainly London Metal Exchange (“LME”) and London Bullion Market Association (“LBMA”) contracts, options and foreign exchange contracts).

The main financial risks to which the company is exposed are market risk, counterparty risk, interest rate risk and liquidity risk.

Market risk is the risk that movements in metal prices or foreign exchange rates will cause fluctuations in the values of, or cash flows arising from, financial assets and liabilities, and from other contracts for the future delivery of metal. Exposures to metal price movements and foreign exchange rate fluctuations are restricted by the imposition of position limits by the board, and by the use of metal futures contracts such as those offered by the LME and LBMA, and foreign exchange contracts.

Counterparty risk is the risk that a customer or supplier will fail to fulfil their contractual obligations. Exposure to counterparty risk is reduced by use of credit control policies, which are approved centrally, including the use of credit limits, volume of business limits and the margining of customers. In addition, the company maintains a credit insurance policy for certain customers on a case by case basis.

Interest rate risk is the risk that increases or decreases in floating interest rates will adversely affect the company's performance. Exposure to interest rate risk is reduced by using short term financing on a contract by contract basis and factoring interest charges into the prices it charges its customers and receives from its suppliers to cover this expense.

Principal risks and uncertainties (continued)

The risk that adequate funding is not available to the company to meet its commitments associated with financial instruments is liquidity risk. The company plans its future business in conjunction with its borrowing facilities to avoid liquidity problems, and maintains relationships with lenders to ensure facility levels, including facilities for the derivatives noted above. These are adequate and can be adjusted to address any changes in the company’s requirements.

The concentrate market, including concentrate blending, in which the company operates is inherently volatile and competitive, and whilst it is difficult to forecast volumes and margins, the company expects markets to remain challenging given treatment and refining charges have been negative in some markets and interest rates remain relatively high. It expects the bulk commodity and strategic metals financing businesses to continue to grow, which should help maintain the company’s profitability. The company continues to have a sound financial position and a diversified business base and is well positioned to operate the business positively in any market conditions which will continue to be inherently volatile and challenging.

The key performance indicators for the current and comparative accounting periods are as follows:

2024        2023

US$'000        US$'000

Gross profit                     80,514         47,674

Profit for the financial year                35,231         13,130

Average number of staff                53         54

For the reasons outlined in the fair review of the business above there was a significant increase in profits during the year.

During the preparation of these financial statements the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when performing their duties under section 172.

Under the Act a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

• the likely consequences of any decision in the long term;

• the interests of the company's employees;

• the need to foster the company's business relationships with suppliers, customers and others;

• the impact of the company's operations on the community and the environment;

• the desirability of the company maintaining a reputation for high standards of business conduct; and

• the need to act fairly, as between members of the company.

During the year the board made significant decisions including to bring external partners into its investments in Dore Copper and Shanoon Resources, to enable these projects to progress.

Examples of how the directors have acted in accordance with these considerations have been addressed in the company objectives as indicated, and the forms of engagement in the stakeholder section of the report below.

The board’s primary objective remains the long-term, sustainable success of the company including an ongoing succession strategy.

Most of the board have executive roles within the organisation, primarily on the commercial side, which ensures it remains highly engaged with the day to day business, senior management and the commercial team. Regular reviews of the company’s performance ensure that the company continues to move forward whilst avoiding the type of risks that can realise short term gains but threaten the very existence of the company. The board also continue to fulfil their other core duties to oversee the company’s culture, governance, financial controls, risk and change management.

The company has an extensive code of conduct which establishes the fair manner in which the board expect the company’s staff to engage with others both within the organisation and outside it.

The company's core values are:

• Customer Focused

• Teamwork

• Adaptability

• Adding value

• Creativity

Since the commencement of business, many communities have benefitted from the policy to donate a percentage of the company’s profits to charitable causes each year. The staff nominate the beneficiaries ensuring a diversified and global reach.

The war in Ukraine continues to cause disruptions in global markets. However, the company does not transact with Russia or Ukraine, so continues to operate without any direct adverse effect on the business. The company remains mindful that resulting upstream smelter energy costs could affect the markets in which the business operates. The continued unrest in Gaza has presented shipping challenges to traffic going through the Suez Canal, but as of yet this has not had a significant effect on the business.

As the world enters a period of increased trade tensions, including the escalating use of tariffs, the directors look to reduce the risk to company by managing its exposure, while positioning itself to capitalise on opportunities arising from changing trade flows.

On behalf of the board

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

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

Having considered the company’s working capital requirements and available distributable reserves, an ordinary dividend of $10,000,000 (2023: $nil) was declared and settled via the intercompany account during the year.

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

The events after the reporting date note can be found at note 29 of these financial statements.

The directors' assessment of going concern can be found at note 1.2 of these financial statements. As part of this assessment, the directors have considered reasonable possible downsides, including the potential impact from economic disruptions expected due to the on going conflict in Ukraine and Gaza. The company does not undertake business in Russia or Ukraine, so is not immediately impacted by conflict, and its policies over market price risk, and the resulting hedging arrangement it has in place, means it is protecting itself from any future price volatility in the markets in which it operates.

The recent increase in tariffs presents both risks and opportunities to the company, and the directors continue to monitor the everchanging landscape to ensure that the risks to the company are minimised.

For this reason the directors are confident that company will have sufficient funds to continue to meet its liabilities until at least 19 May 2026 and therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

The carbon and energy reporting has been included in the annual report of Ocean Partners Holding Limited, the company's parent undertaking.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). 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 in accordance with Section 10 of FRS 102 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company financial position and financial performance; and

• prepare the financial statements on the going concern basis unless it is appropriate to presume that the company and/ or the group will not 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 company 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.

Under applicable law and regulations, the directors are also responsible for preparing a strategic report and directors’ report that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.

We have audited the financial statements of Ocean Partners UK Limited for the year ended 31 December 2024 which comprise Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and the related notes 1 to 29, 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

• give a true and fair view of the company’s affairs as at [date] and of its profit [loss] 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 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 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 until at least 19 May 2026.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

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 directors are 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 this 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 the 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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and directors’ report have been prepared in accordance with applicable legal requirements.

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 directors’ 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:

• 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.

As explained more fully in the directors’ responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (United Kingdom Generally Accepted Accounting Practice) in conformity with the requirements of the Companies Act 2006 and Regulations 2013, the Companies (Miscellaneous Reporting) Regulations 2018 and the relevant direct and indirect tax compliance regulation in the United Kingdom

• We understood how the company is complying with those frameworks by enquiring with management and those charged with governance to understand the policies and procedures in place. We corroborated our enquiries through our review of Board minutes and examination of correspondence with legal authorities, as well as consideration of the results of our audit procedures.

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by holding regular meetings with management and those charged with governance. We also considered the programmes and policies that the company has established to address the risk identified or that otherwise prevent, deter and detect fraud, and how management monitor those programmes and policies.

• Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved:

  • Reading Board minutes and other correspondence and enquiries of those charged with governance around any instance of fraud, noncompliance with laws and regulations and any actual and potential litigation and claims

  • Addressing the risk of management override of controls, performing testing of journal entries and top-side adjustments with a focus on those meeting our defined risk criteria based on our understanding of the company and the business.

  • Addressing the fraud risk over revenue recognition, agreeing revenue transactions back to source documentation, including title transfer documents, contracts and cash receipts, as applicable.

  • Challenging significant judgements and estimates made by management.

  • Reading any relevant correspondence with local tax authorities expenses and communicating with the company’s advisors.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the 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.

The statement of total comprehensive income has been prepared on the basis that all operations are continuing operations.

The company's business is to act as principal between miners and smelters around the world, in the selling of metal ores, concentrates and secondary materials, primarily copper, lead, zinc, gold, silver and certain bulk commodities and minor metals.

The company is a private company limited by shares and is incorporated and domiciled in England. The address of the registered office is The Pearce Building, West Street, Maidenhead, SL6 1RL.

The company's main office is in Maidenhead, England and has representative offices in Beijing and Hong Kong.

Group information

The company is a wholly owned subsidiary of Ocean Partners Holdings Limited and is included in the consolidated financial statements of Ocean Partners Holdings Limited which are available from The Pearce Building, West Street, Maidenhead, SL6 1RL.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

These financial statements have been prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the UK Companies Act 2006.

The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest US$'000.

The financial statements have been prepared on a going concern basis, under the historical cost convention, modified to include certain financial instruments at fair value through profit or loss.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to both years presented.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value ;

• Section 29 'Income tax' - International tax reform – Pillar Two model rules

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements have been prepared on a going concern basis which the directors consider to betrue appropriate for the following reasons.

The directors have assessed that they have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence until at least 19 May 2026. At the balance sheet date, the company had net current assets of $4,816,000, including cash and cash equivalents of $23,835,000. At the date the accounts were approved bank finance borrowings totalled $1,150,570,000, meaning the group had further financing facilities available of $426,944,000.

In this assessment, the directors have considered the company’s financial and operational position and in particular credit risk, liquidity, and covenants, as at the date of signing of the financial statements and for the next 12 months. In the assessment of credit and contract performance risk, the directors have considered the credit risk management policy as described in the Strategic Report, which aims to reduce credit exposure through confirmed letters of credit, document collection, collateral and insurance agreements, will continue throughout the assessment period.

As part of this assessment, the directors have considered reasonable possible downsides, including the potential impact from economic disruptions expected due to the on going conflict in Ukraine and Gaza. The company does not undertake business in Russia or Ukraine, so is not immediately impacted by conflict, and its policies over market price risk, and the resulting hedging arrangement it has in place, means it is protecting itself from any future price volatility in the markets in which it operates.

The recent increase in tariffs presents both risks and opportunities to the group, and the directors continue to monitor the everchanging landscape to ensure that the risks to the company are minimised.

Therefore, the directors are confident that company will have sufficient funds to continue to meet its liabilities until at least 19 May 2026 and therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of any discounts and rebates allowed by the company and value added taxes.

The company recognises revenue when:

• the significant risks and rewards of ownership have been transferred to the buyer;

• the company retains no continuing involvement or control over the goods;

• the amount of revenue can be measured reliably;

• it is probable that future economic benefits will flow to the entity; and

• when the specific criteria relating to each of the company's sales channels have been met, as described below.

Sale of goods

Sales of ores, concentrates and other materials are recognised when the company has transferred to the customer significant risks and rewards of ownership of the concentrates. In most instances this is recognised when the product is dispatched to the destination specified by the customer and the bill of lading has been released.

For certain concentrates, the sales price is determined on a provisional basis at the date of the sale, with assays and weights being estimated and confirmed within 90 days of delivery by official assayers. The final selling price is subject to movements in market prices up to the date of the final pricing, normally ranging from 30 to 90 days after initial delivery. Once final assays and prices are known a final invoice is raised for the difference between the final and provisional values. At each reporting period end any open contracts are reviewed and recalculated based on published market prices and the most recently available assay results.

Where the company enters into an agreement to sell the same concentrates back to the counterparty from whom it was originally purchased, and the substance of the transaction is assessed to be a financing arrangement, then the sale and purchase are presented net within gross profit.

Commission income

The company from time to time provides services on a consultancy basis. Turnover is recognised in the accounting period in which the services are rendered when the outcome of the contract can be estimated readily and this is included within turnover in the statement of comprehensive income.

Interest income

Interest income is recognised using the effective interest rate method when the right to receive interest has been established and it is probable that the economic benefits will flow to the company.

Dividend income

Dividend income is recognised in the period in which the dividend becomes legally receivable by the company.

Offtake agreements that are purchased from third parties are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

Amortisation is recognised on a straight line basis over the duration of the offtake agreement, with the amortisation period beginning when the mine goes into production.

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and amounts directly attributable in bringing the asset to its working condition for its intended use.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight line basis over its expected useful life as follows:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in administrative expenses in the statement of comprehensive income, in the year of disposal.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. 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.

Investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, unless they are not publicly traded or their fair values cannot be measured reliably, in which case they are measured at cost less impairment.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Subsidiaries held with a view to resale as defined by Section 9.9(b) of FRS102 are measured at fair value with changes in fair value recognised in profit and loss and classified as current assets.

At each reporting period end date, the company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

An impairment loss recognised for intangible assets, with the exception of goodwill, is reversed in a subsequent period when the reasons for which the impairment was made have ceased to apply. Impairment relating to goodwill is never reversed.

Stocks are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product to its present location and condition. When stock is provisionally invoiced by a supplier, prices, assays and weights are estimated at the date of delivery. At the year end the cost of any stock still provisionally invoiced is adjusted to reflect the most recently available assays and market prices. Where the purchase price is determined on a provisional basis, the final price is subject to movements in market prices up to the date of the final pricing. It is also subject to changes in the final assay results of the materials purchased.

Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal.

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

The company has chosen to adopt the provisions of Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets other than equity investments, including debtors (other than corporation tax receivable) and cash at bank and in hand, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

Included within this category of asset is Collateral held at brokers. These balances arise from cash that the company pays to brokers to be held as security to manage against initial and variation margins. As there is no legally enforceable right of offset in all relevant circumstances, collaterals held at brokers and derivative financial instruments are presented gross.

Short term trade and other receivables with no stated interest rate which are receivable within one year are recorded at transaction price. Any losses arising from impairment are recognised in statement of comprehensive income.

Trade debtors

Trade debtors include: balances with customers or suppliers where the full sales or purchase value less amounts paid on account gives rise to a receivable; amounts paid to suppliers for stock purchases where short-term timing differences result in title transferring to the company soon after the year end; and amounts charged to customers and suppliers for services and interest where these are contractually due.

For certain sales and purchase contracts, where the price is determined on a provisional basis, the final price is subject to movements in market prices up to the date of the final pricing. It is also subject to changes in the final assay results of the materials. At each reporting period end any open contracts are reviewed and recalculated based on published market prices and the most recently available assay results.

Supplier advances

Supplier advances are amounts paid to suppliers under advance or loan agreements which will be settled against the delivery of stock in a future accounting period.

Financial assets measured at fair value

Derivative financial instruments are not basic financial instruments. The company uses commodity futures and option contracts to reduce exposure to metal prices and foreign exchange rates. Derivative financial instruments are initially measured at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss. Fair value is calculated by reference to published market exchange rates and commodity prices. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

Gold loan debt, that is repayable in equal fixed monthly instalments of gold have contractual terms that introduce exposure to unrelated risks to the debt instrument and are not considered basic financial instruments. This is initially measured at fair value on the date on which the contract is entered into and subsequently measured at fair value through profit or loss, calculated by reference to the published gold price and future discounted cash flows that reflect future inflation estimates and credit risk.

Convertible loan arrangements are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, based on prevailing market prices.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is recognised to the extent that the revised carrying value does not exceed what the carrying value would have been had the impairment not previously been recognised. The impairment reversal is recognised in the profit or loss.

Financial assets are derecognised when:

• the contractual rights to the cash flows from the asset expire or are settled, or

• substantially all the risks and rewards of the ownership of the asset are transferred to another party, or

• control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Basic financial liabilities, including trade and other creditors, bank loans and amounts owed to group undertakings are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the loan is drawn down. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and recognised over the period of the facility to which it relates.

Trade creditors

Trade creditors include: balances with customers or suppliers where the full sales or purchase value less amounts paid on account gives rise to a payable; amounts paid by customers for sales where short-term timing differences result in title transferring from the company soon after the year end; and amounts charged by customers and suppliers for services and interest where these are contractually due.

Financial liabilities are derecognised when the liability is extinguished; that is when the contractual obligation is discharged, cancelled or has expired.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derivative instruments utilised by the company are options, forward and future metal contracts for copper, zinc, lead, gold and silver as well as forward and future foreign currency contracts. Such instruments are used for hedging purposes to alter the risk profile of the company's underlying exposure in line with the company's risk management policies. The company does not hold or issue derivative financial instruments for speculative purposes.

For a forward or future contract to be treated as a hedge the instrument must be related to physical contracts. It must involve the same or similar quantities and time periods as the hedged item and must also reduce the risk of price movements on the company's operations. Gains and losses arising on these contracts are only recognised in the profit and loss account at the same time as the underlying hedged transaction.

If an instrument ceases to be accounted for as a hedge, the instrument is marked to market and any resulting profit or loss is recognised at that time.

Ordinary shares are classified as equity.

Dividends and other distributions to the company's member are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved. These amounts are recognised in the statement of changes in equity.

Taxation expense for the year comprises current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is the amount of corporation tax payable or repayable in respect of the taxable profit or loss for the

year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable

tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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.

The company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans.

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period during which the service is received.

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid, the company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals on the balance sheet. The assets of the plan are held separately from those of the company in an independently administered fund.

Rentals payable under operating leases are charged against income on a straight line basis over the lease term.

The financial statements are prepared in US dollars which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest US$'000.

Foreign currency transactions are translated into the functional currency using the spot exchange rate at the date of the transaction.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction, and non-monetary items measured at fair value are translated using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions, and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the statement of comprehensive income.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom exactly equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to carrying amounts of assets and liabilities within the next financial year are addressed below.

The company makes an estimate of the recoverable value of other debtors and investments. When assessing impairment of other debtors and investments, management considers factors including the current credit rating of the debtor, the ageing profile of the debtor and historical experience.

The company has certain investments that are not traded on public markets, including the subsidiary held with the view to resale, convertible loans and loans repayable in gold. The fair value calculations are made based on published market prices of similar securities or transactions.

In the opinion of the directors it would be seriously prejudicial to the business of the company to disclose the geographical spread of turnover.

No other fees were paid to the auditors.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 6 (2023 - 6).

Other interest income includes interest earned on advances and provisional payments made to suppliers.

Other interest includes interest paid on provisional payments received from customers and suppliers.

All amounts written off financial assets held at cost were against balances owed by related parties.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

On 31 December 2024, Cygnus Metals Limited ("Cygnus") acquired all of the issued and outstanding common shares of Doré Copper Mining Corp ("Doré") by way of a share for share exchange. As a result, Doré ceased to be an associate of Ocean Partners UK Limited.

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

Registered office addresses:

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

Registered office addresses:

1 New Work Junction, Dublin Rd, Kilkenny, Ireland

All of the stock held at the year end was pledged as collateral against borrowings.

Debtors falling due after more than one year consist of loan notes receivable from commercial counterparties which have a maturity date of more than 12 months from the balance sheet date.

The investment above related to Shanoon Resources Ltd (SRL). In October 2024 SRL issued new share capital to third parties, which resulted in Ocean Partners UK Limited's shareholding being reduced to 35.57% (2023: 58%). As a result control was lost and SRL has been accounted for as an associate from this date.

Accruals and deferred income includes profit related bonus payments and deferred interest receivable on loans.

The bank finance borrowings are generally secured on the value of the future delivery obligations or underlying material already purchased and bear commercial rates of interest individually agreed with each finance provider. The loans are generally repayable on the subsequent sale of the materials.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Deferred tax is recognised at the rate of 25%, being the future rate of corporation tax substantially enacted at the balance sheet date.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company is a guarantor of borrowing facilities utilised by other members of the Ocean Partners group of companies. In total the company is either a participant or guarantor of facilities totaling $1,552,500,000 (2023 $1,462,500,000).

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The company has taken advantage of the exemption in section 33.1A of FRS 102 from the requirement to disclose transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

The directors have evaluated subsequent events for disclosure and/or recognition in the financial statements through to the date the of approval, and none have been noted.