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

Power Resources International Ltd, alongside its subsidiaries (the 'group'), is a UK-registered holding and operating company engaged in the mining, refining, and trading of critical minerals, with a focus on tantalum, niobium, tin, and associated elements.

The group’s strategy is to:

• Secure long-term mineral supply through wholly owned concessions and strategic joint ventures.

• Develop refining and value-add processing capacity in Africa, with a focus on Rwanda and other resource-rich jurisdictions.

• Build a vertically integrated business model, linking upstream mining with downstream refining and global supply contracts.

• Position the group as a reliable, transparent, and ESG-compliant supplier to top-tier electronics, technology, and energy-transition manufacturers.

The directors believe that a clear focus on responsible, conflict-free sourcing and international compliance standards (OECD Due Diligence Guidance, RMI reporting) is central to sustaining long-term shareholder value.

During the year, the group achieved the following milestones:

• Progressed development of a hydro-metallurgical refinery in Rwanda capable of processing tantalum/niobium concentrates.

• Strengthened compliance and traceability systems to align with international procurement requirements.

• Increased value of Rwandan mines through feasibility work and commenced development.

The group operations have been in the development phase, and progress targets were met.

The group reported a gross loss for the year, reflecting the early-stage nature of its mining operations. Revenue from initial production was insufficient to cover cost of sales, which primarily comprised direct wages, depreciation of mining equipment, and the cost of finished products sold. This result is consistent with expectations during ramp-up, where output is limited. As production increases and operational efficiency improves, gross margins are expected to become positive and continue to strengthen.

The directors monitor a range of risks inherent in the business. Key risks include:

1. Commodity price volatility – fluctuations in global tantalum, niobium, and tin prices may impact margins.

2. Regulatory and ESG compliance – operating in a conflict affected high-risk area increases risks, necessitating enhanced due diligence operations across the supply chain.

3. Operational risks – infrastructure reliability, mine safety, refining capacity ramp-up, and supply chain disruptions.

4. Political and country risk – exposure to regulatory changes and geopolitical developments in Rwanda and other operating jurisdictions.

5. Financial risks – access to capital markets for project financing and potential IPO readiness.

Mitigation strategies include long-term off-take agreements, diversified asset base, ESG reporting frameworks, and insurance coverage.

The group is committed to high ESG standards, including:

• Zero-tolerance policy on child labour and unethical sourcing.

• Community development initiatives in host jurisdictions.

• Investment in cleaner refining technologies to reduce carbon intensity.

• Transparent reporting to investors and regulators.

Looking ahead, the directors intend to:

• Complete the mine production assets.

• Complete refining capacity to meet growing demand from aerospace, defence, and energy storage industries.

• Secure supply contracts with Tier-1 OEMs under strategic sourcing frameworks and enhance market accessibility in new regions.

The directors remain confident that the group’s strategic positioning and asset base provide a strong foundation for growth, despite near-term commodity and macroeconomic volatility.

On behalf of the board

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

The principal activity of the group continued to be that of the mining of non-ferrous metal ores, the manufacture of non-metallic mineral products and the engagement in research and experimental development on natural sciences and engineering.

The principal activity of the company remained that of a holding company that incurs expenses in relation to finding investment in the group as it trade becomes fully operational.

The results for the year are set out on page 9.

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

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

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

The directors believe that there are currently no major future developments requiring disclosure.

The auditor, Sumer Audit, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 auditor of the company 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 auditor of the company 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). 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 group and company, and of the profit or loss of the group 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Power Resources International Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 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 state of the group's and the parent company's affairs as at 31 December 2024 and of the group's 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 disclaimer of opinion

The group’s subsidiaries PowerX Limited, PowerM Limited and PowerS Limited, were all audited by a competent component auditor and are all considered significant components to the group financial statements. In the prior year we were not allowed access to the component auditors’ audit documentation for any of these three subsidiaries. As a result, we were unable to determine whether any adjustments were necessary in respect of the group’s consolidated figures and we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements on the opening balances.

The component auditor issued a qualified opinion on the financial statements of PowerM Limited for the year ended 31 December 2024. That opinion identified a failure to recognise exploration and evaluation assets in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources and IFRIC 12 Service Concession Arrangements, as well as the absence of a provision for asset retirement obligations. These matters relate to transactions and balances arising during the concession period, and are therefore relevant to the group’s financial statements for that year. The component auditor was also unable to determine the extent of any adjustments that would have been necessary to correct these matters.

Material uncertainty relating to going concern

We draw attention to note 1.3 of the financial statements which indicates that as at 31 December 2024, both the group and company incurred net losses, had net current liabilities and negative retained earnings. The ability of both the group and company to continue as going concerns is dependent on a number of factors. The most significant of these is that the directors continue to procure funding for the ongoing operations of both the group and company, however as noted the directors have continued to obtain significant funding since the year end. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group and company’s ability to continue as a going concern. The key sources of estimation uncertainty as disclosed in the financial statements are directly linked to the going concern position of the group and company. Our opinion is not modified in respect of this matter.

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

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

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 the directors' report have been prepared in accordance with applicable legal requirements.

Not withstanding our disclaimer of opinion on the financial statements, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit performed, subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.

Arising from the limatation of our audit work referred to above:

• we have not obtained all of the information and explanations that we consider necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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:

• returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made.

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• Obtaining an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;

• Obtaining an understanding of the group’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and

• Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the companies and our sector-specific experience.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law, the valuation of investment properties and compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

• Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;

• Challenging assumptions and judgements made by management in their significant accounting estimates in relation to the useful lives of property, plant and equipment, recoverability of intercompany balances, the carrying value of investments in subsidiaries, the carrying value of goodwill and equity settled share issues; and

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was $762,375 (2023 - $1,284,806 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Power Resources International Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Portland Building, 27-28 Church Street, Brighton, East Sussex, BN1 1BR.

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

The financial statements are prepared in US Dollar, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

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

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The consolidated financial statements incorporate those of Power Resources International Ltd and all of its subsidiaries. All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group. This includes any changes made for the conversion of the subsidiary balances, where the financial statements have been prepared under International Reporting standards ("IFRS"), into FRS 102 for differences in the treatment of any balances under the different standards.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

On consolidation, the results of the overseas operations are translated into US Dollar at rates approximating to those ruling when the transaction took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Investments in associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

As at the year end both the group and company incurred net losses, had net current liabilities and negative retained earnings. The directors have satisfied themselves that the group is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. The directors are not aware of any material changes that may adversely impact the group. The directors are also not aware of any material non-compliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the group or company.

The group has initiated a recovery plan to improve the group's going concern position by implementing various strategies like debt restructuring, recapitalisation, improvement on the company's organisational structure by recruiting key personnel, enhanced financial controls and sound financial projections. It should be noted that on top of the funds raised from shares issues since the year end, as per note 23, a further 1,581,000 shares have been subscribed for raising another $5,553,500. This has enabled the group to significantly reduce its liabilities, as well as well as having a significant boost in its cash flow as the mines become fully operational.

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land, assets under construction and assets in transit are not depreciated. Depreciation of an asset commences when the asset is available for use as intended by management.

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 the income statement.

In the parent company financial statements, investments in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 (if any).

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. 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.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including trade and other payables, and loans from fellow group companies, 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. Financial liabilities classified as payable within one year are not amortised.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

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.

The costs of short-term employee benefits are recognised as a liability and an expense.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Transactions in currencies other than US Dollar are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Management asses the appropriateness of the useful lives of property, plant and equipment at the end of each reporting period. The useful lives of motor vehicles, furniture and computer equipment are determined based on company replacement policies for the various assets. Individual assets within these classes, which have a significant carrying amount, are assessed separately to consider whether replacement will be necessary outside of normal parameters. The useful life of manufacturing equipment is assessed annually based on factors including wear and tear, technological obsolescence and usage requirements.

When the estimated useful life of an asset differs from previous estimates, the charge is applied prospectively in the determination of the depreciation charge.

All property, plant and equipment are reviewed for indicators of impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Where it is not possible to determine the recoverable amount for an individual asset, management assesses the recoverable amount for the cash-generating unit to which the asset belongs.

The fair value of equity based shares granted to management in the year, recognised as a share-based payment, is determined using judgment and assumptions such as market price. For the grant on 11 December 2023, the fair value was assessed at $4.50 per share based on an agreed valuation as disclosed in note 26.

For the share options in place as also disclosed in note 26, the directors have not included a charge in the accounts on the basis of materiality, as the market value of the shares on the grant date of each tranche was deemed to be the same as the exercise price.

The directors have made an assumption that loans owed by subsidiary undertakings, amounting to $9,620,498 (2023 - $7,877,603) are fully recoverable and, accordingly, no provision for impairment is considered necessary. Despite current losses, the assumption of recoverability is based on the subsidiaries being at an early stage of development, having strong future prospects, and management forecasts indicating improvement in financial performance and positive cash flows.

The valuation of goodwill arising from business combinations involves significant judgment by directors. Key assumptions include the allocation of the purchase price to identifiable assets and liabilities, projected future cash flows of the acquired business, and the discount rates applied in impairment testing. These assumptions are based on management’s best estimates of future business performance and market conditions at the reporting date.

The directors believe that the carrying value of the investments in subsidiaries in the company, totalling $5,662,305 (2023 - $5,662,305), do not require any further impairment for the reasons noted above in relation to the recoverability of intercompany loan estimate comments. The impairment in the year relates to an immaterial balance that was incorrectly capitalised in a prior year.

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

Their aggregate remuneration comprised:

The decrease in overall remuneration from the prior year largely relates to the additional wages and salaries charge, for the share based payment award, as disclosed in note 26.

No figure has been included for the highest paid director in the current year as total directors' remuneration was under $200,000.

No key management personnel were identified other than the directors of the group. Other transactions with directors in the prior year are included in note 25.

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

The group and company, have estimated trading losses of $8.5m and $3.3m (2023 - $4.7m and $2.6m) respectively, available for carry forward against future income.

The exploration licence above relates to a right of use exploration licence and, whilst the group has received a new exploration licence until 2028, there was no additional cost attached to it.

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

Details of associates at 31 December 2024 are as follows:

Any intercompany loans in the company attract an interest rate of 13% per annum.

The deferred income balance, included in the group and company, of $1,480,568 (2023 - $1,480,568) relates to an amount advanced where the creditor has the option to convert the balance into shares in the company. The number of shares issued would be equal to the oustanding balance divided by a price per share, and the price per share would be based on a third party valuation of the group at the point of conversion. The third party would chosen by mutual agreement between the company and creditor.

Included within other loans, payable within and after one year, in the group and company, are three separate loans from an impact investment firm. These loans are all secured by an all asset debenture over the group, including any buildings used in mineral refining activities. Two of these loans, totalling $484,500 (2023 - $851,250) and $873,125 (2023 - $1,135,000), have formal repayment plans in place and both attract interest of 12% per annum.

The third loan mentioned above totals $1,057,808 (2023 - $1,057,808), and was a convertible loan note that attracted interest at a rate of 10% per annum. At the conversion date of this loan post year end, the shareholder had the option to convert the loan, however this option was not taken. Instead the balance has been converted into a loan where the interest charge has increased to 12% from July 2025, and the principal will be repaid over the following four years in equal instalments.

Included within other loans, payable within one year, in the group and company is a loan from a shareholder of $606,332 (2023 - $400,073). This loan attracted interest of 14% during the year, and post year end no further interest was due on the brought forward amount (the capital element increased by $150,000 during the year), but instead has entitled the shareholder to a further 10,000 share warrants, as included as part of note 26, at an exercise price of $3.50.

Included within other loans, payable within one year, in the group and company is a loan from a shareholder of $550,000 (2023 - $550,000). This loan attracted interest of 10% during the previous year, and during the current year no further interest was due, however if the loan is not repaid by 31 December 2025 this will entitle the shareholder to a further 150,000 share warrants at an exercise price of $3.50.

Included within other loans, payable within one year, in the group, is a loan totalling $2,410,721 (2023 -$2,644,999) from Slovenska Izvozna in Razvojna Banka, d.d.,Llubljana (SID Banka), which attracts interest at 2.703% per annum and is secured against the assets of PowerM Limited.

Included within other loans, payable within one year, in the group is a loan from a shareholder, of $27,953 (2023 - $28,478). This loan attracts interest of 14% per annum.

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

The directors have considered the deferred tax assets noted above and concluded that it is not possible to state the estimated assets which will reverse within the next 12 months. This is due to the level of reversal being dependent on events which are not yet known.

Ordinary A shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.

Ordinary B shares have no voting rights, but do have dividend and capital distribution (including on winding up) rights.

Ordinary C shares have attached to them full voting, dividend and capital distribution (including on winding up) rights.

During the year 450,756 ordinary C shares were issued, raising $923,245. Of these ordinary C shares issued, 190,900 were issued for a non-cash consideration as per note 26.

Since the balance sheet date 100,000 Ordinary C shares have been issued, raising $350,000, that has assisted with the cash flow of the group during the period where its mines are becoming fully operational.

The related partiy transactions relating to shareholders have been included in note 19.

In the prior year, a director received 69,000 ordinary C shares of $1 nominal value as part of the share-based payment scheme, valued at $4.50 per share, totalling $310,500. This forms part of the overall share grant disclosed in note 26.

The directors loan movements in the year were as follows:

On 11 December 2023, the company granted 190,900 ordinary C shares of $1 nominal value to management in exchange for salary foregone over a 36-month period ending 31 March 2024. The shares were valued at $4.50 each, resulting in a total fair value of $859,050. Although the service period extends three months beyond the year-end, this portion was considered immaterial, and the full expense has been recognised in the profit and loss for the year ended 31 December 2023. Correspondingly, $190,900 has been credited to share capital and $668,150 to share premium. Relevant directors transactions disclosures are included in note 25.

The group and company had a share warrant plan in operation during the year. In prior years 4,083,639 share warrants were granted on Ordinary C shares of $1 each. During the year a further 310,000 of share warrants were granted on Ordinary C shares of $1 each, of which none were exercised during the year, leaving 4,393,639 in place as at 31 December 2024. These remaining warrants were granted in seven tranches of 3,000,000, 1,000,000, 6,496, 20,000, 57,143, 10,000 and 300,000 each, at exercise prices of between $1 and $4.50, and these tranches have been granted across a number of years.

The warrants can be exercised at any point during their respective ten year terms from their grant dates. If the options remain unexercised after a period of ten years from the date of the grant or, if they are not exercised before any future public offering, the options expire. The directors have recorded no charge within the income statement on the grounds of immateriality.