Company registration number 06418951 (England and Wales)
ORTAC RESOURCES (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
ORTAC RESOURCES (UK) LIMITED
COMPANY INFORMATION
Directors
Mr I Lynch
Mr J Millward
Mr P Fromson
Company number
06418951
Registered office
Hill Dickinson LLP
8th Floor
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
Auditor
Simpson Wreford LLP
Wellesley House
Duke of Wellington Avenue
Royal Arsenal
London
SE18 6SS
ORTAC RESOURCES (UK) LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Consolidated statement of changes in equity
11
Consolidated statement of cash flows
12
Notes to the consolidated financial statements
13 - 22
Company statement of financial position
23
Company statement of changes in equity
24
Notes to the company financial statements
25 - 27
ORTAC RESOURCES (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Principal activities

The principal activity of Ortac Resources (UK) Limited ("the Group") is the management and supervision of the

activities of its subsidiaries in Slovakia in developing the Sturec gold project in Kremnica and elsewhere exploring for gold and precious metals in Slovakia.

Review of the business

Loss on ordinary activities after taxation amounted to £65,733 (202 4: £62,417). No dividends were paid in the year (202 4: £Nil).

Principal risks and uncertainties

The principal risks and uncertainties are integrated with the principal risks and uncertainties of the ultimate parent undertaking and are not managed separately. Accordingly, the principal risks and uncertainties of MetalsTech Limited, which include those of the Ortac Resources (UK) Limited group are discussed in the MetalsTech Limited Annual Report.

On behalf of the board

Mr P Fromson
Director
10 October 2025
ORTAC RESOURCES (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Results and dividends

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.

Directors

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

Mr I Lynch
Mr J Millward
Mr P Fromson
Qualifying third party indemnity provisions

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

Supplier payment policy

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The group's current policy concerning the payment of trade creditors is to:

- settle the terms of payment with suppliers when agreeing the terms of each transaction;

- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

- pay in accordance with the company's contractual and other legal obligations.

Future developments

The Company expects to continue with exploration of gold and precious metals at the Sturec gold project in

Kremnica, Slovakia.

Auditor

Simpson Wreford LLP were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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

- so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

- the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

ORTAC RESOURCES (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
On behalf of the board
Mr P Fromson
Director
10 October 2025
ORTAC RESOURCES (UK) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- 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 IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ORTAC RESOURCES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ORTAC RESOURCES (UK) LIMITED
- 5 -
Opinion

We have audited the financial statements of Ortac Resources (UK) Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2025 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2025 and of the group's loss for the year then ended;

- the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

- the financial statements 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 group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The 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 our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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' r eport 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.

ORTAC RESOURCES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORTAC RESOURCES (UK) LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 by the parent company, or 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; or

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

ORTAC RESOURCES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORTAC RESOURCES (UK) LIMITED
- 7 -

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the group through discussions with the directors, and from our commercial knowledge and understanding of the business in which the group operates;

- We focused on specific laws and regulations which we considered may have a director material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, anti-bribery, employment and health and safety legislation;

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of directors and inspecting legal correspondence; and

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- Making enquiries of directors as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Assessed whether judgement and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk if irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation; and

- Enquiring of directors as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

ORTAC RESOURCES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORTAC RESOURCES (UK) LIMITED
- 8 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Broder BSc FCA (Senior Statutory Auditor)
For and on behalf of Simpson Wreford LLP, Statutory Auditor
Chartered Accountants
Wellesley House
Duke of Wellington Avenue
Royal Arsenal
London
SE18 6SS
21 October 2025
ORTAC RESOURCES (UK) LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
£
£
Administrative expenses
(65,733)
(62,417)
Operating loss
3
(65,733)
(62,417)
Income tax expense
-
-
Loss for the year
(65,733)
(62,417)
Other comprehensive income:
Items that will not be reclassified to profit or loss
Currency translation differences
-
0
(27)
Total items that will not be reclassified to profit or loss
-
0
(27)
Total other comprehensive income for the year
-
0
(27)
Total comprehensive income for the year
(65,733)
(62,444)
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
ORTAC RESOURCES (UK) LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
Non-current assets
Intangible assets
6
8,776,217
8,745,842
Current assets
Trade and other receivables
8
3,178
5,773
Cash and cash equivalents
6,990
15,021
10,168
20,794
Current liabilities
Trade and other payables
11
112,826
93,544
Net current liabilities
(102,658)
(72,750)
Non-current liabilities
Borrowings
10
173,198
106,998
Net assets
8,500,361
8,566,094
Equity
Called up share capital
12
19,693,993
19,693,993
Share premium account
13
1,311,861
1,311,861
Retained earnings
(12,505,493)
(12,439,760)
Total equity
8,500,361
8,566,094
The financial statements were approved by the board of directors and authorised for issue on 10 October 2025 and are signed on its behalf by:
Mr P Fromson
Director
Company registration number 06418951 (England and Wales)
ORTAC RESOURCES (UK) LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 April 2023
19,693,993
1,311,861
(12,377,316)
8,628,538
Year ended 31 March 2024:
Loss
-
-
(62,417)
(62,417)
Other comprehensive income:
Currency translation differences
-
-
(27)
(27)
Total comprehensive income
-
-
(62,444)
(62,444)
Balance at 31 March 2024
19,693,993
1,311,861
(12,439,760)
8,566,094
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(65,733)
(65,733)
Balance at 31 March 2025
19,693,993
1,311,861
(12,505,493)
8,500,361
ORTAC RESOURCES (UK) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
16
(43,856)
(121,676)
Net cash outflow from operating activities
(43,856)
(121,676)
Investing activities
Purchase of intangible assets
(30,348)
99,179
Net cash (used in)/generated from investing activities
(30,348)
99,179
Financing activities
Effect of foreign exchange rates
-
0
(27)
Repayment of borrowings
66,200
29,000
Net cash generated from financing activities
66,200
28,973
Net (decrease)/increase in cash and cash equivalents
(8,004)
6,476
Cash and cash equivalents at beginning of year
15,021
8,545
Effect of foreign exchange rates
(27)
-
0
Cash and cash equivalents at end of year
6,990
15,021
ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
1
Accounting policies
Company information

Ortac Resources (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hill Dickinson LLP 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Ortac Resources (UK) Limited and all of its subsidiaries.

1.1
Basis of preparation

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

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

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

1.2
Business combinations

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 cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ortac Resources (UK) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. 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.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -

Investments in joint ventures and 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. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true 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.

For the year ended 31 March 2025, Ortac Resources (UK) Ltd Group incurred a loss of £65,733. The group however maintained a net asset position of £8,500,361 as at 31 March 2025. The Directors have reviewed the cash flow requirements in the next 12 months and recognise that the ability of the Group to continue as a going concern is dependent on financial support from the parent entity Metalstech Ltd, a company listed on the Australian Securities Exchange. These conditions indicate a material uncertainty that may cast a significant doubt about the Group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors believe there are sufficient funds to meet the Group's working capital requirements as at the date of this report.

The financial statements have been prepared on the basis that the Group is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons:

- The Group has a history of successfully raising capital;

- The gold price has strengthened significantly over an extended period;

- The parent company Metalstech Ltd raised AUD$3.3m via a placement of shares in April and May 2025 via strategic investment agreements;

- The Directors believe that there is sufficient cash available for the Group to continue operating until it can raise sufficient further capital to fund its ongoing activities; and

- The fact that future exploration and evaluation expenditures are generally discretionary in nature and may be slowed or suspended as part of the management of the Group's working capital and other forecast commitments. Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the company not continue as a going concern.

ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.5
Intangible assets other than goodwill

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.

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs incurred on identifiable areas of interest where the Company has not been granted rights to tenure as at reporting date are capitalised when the Company are confident that it is probable the Company will be granted rights in the near future. If the Company is subsequently not granted rights to tenure, costs capitalised to affected areas of interest are written off in the Statement of Profit or Loss and Other Comprehensive. Exploration and evaluation expenditure is assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability or facts and circumstances suggest that the carrying amount exceeds the recoverable amount. Exploration and evaluation expenditure is tested for impairment when any of the following facts and circumstances exist:

- The term of exploration licence in the specific area of interest has expired during the reporting period or will expire in the near future, and is not expected to be renewed;

- Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area are not budgeted nor planned;

- Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the decision was made to discontinue such activities in the specified area; or

- Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

1.6
Non-current investments

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.

A subsidiary is an entity controlled by the parent 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 group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.7
Impairment of tangible and intangible assets

At each reporting 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). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and 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, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

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

1.9
Financial assets

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

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

Financial assets held at amortised cost

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

ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

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

1.10
Financial liabilities

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

Other financial liabilities

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

Derecognition of financial liabilities

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

1.11
Equity instruments

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

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
2
Critical accounting estimates and judgements

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

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

3
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
12,900
8,500
4
Employees

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

2025
2024
Number
Number
3
3

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
24,000
24,000
5
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
24,000
24,000
ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
6
Intangible assets
Exploration costs
£
Cost
At 1 April 2023
8,845,022
Additions
292,163
Foreign currency adjustments
(391,343)
At 31 March 2024
8,745,842
Additions - purchased
353,248
Foreign currency adjustments
(322,900)
At 31 March 2025
8,776,217
Carrying amount
At 31 March 2025
8,776,217
At 31 March 2024
8,745,842
At 31 March 2023
8,845,021

The carrying amount of the deferred development expenditure is £8,776,217.

The asset is currently not complete and therefore is not currently being amortised.

7
Subsidiaries

The investments in subsidiaries are stated at cost and the results of each are included within the consolidated accounts of Ortac Resources (UK) Limited.

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Ortac s.r.o
Slovakia
Ordinary
100.00
St Stephans Gold s.r.o
Slovakia
Ordinary
100.00
8
Trade and other receivables
2025
2024
£
£
VAT recoverable
389
2,455
Other receivables
-
2,152
Prepayments
2,789
1,166
3,178
5,773
ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
9
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:

Carrying value
Fair value
2025
2024
2025
2024
£
£
£
£
Other debtors
-
0
2,152
-
0
-
Prepayments
2,789
1,166
-
0
-
2,789
3,318
-
0
-
0

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

10
Borrowings
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Loans from parent undertaking
173,198
106,998

Loans due to ultimate parent are unsecured and have no fixed repayment date.

11
Trade and other payables
2025
2024
£
£
Trade payables
43,895
53,613
Accruals
41,614
25,063
Social security and other taxation
10,900
7,250
Other payables
16,417
7,618
112,826
93,544
12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Ordinary of 5p each
393,879,863
393,879,863
-
-
Issued and fully paid
Ordinary of 5p each
393,879,863
393,879,863
19,693,993
19,693,993
ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
13
Share premium account
2025
2024
£
£
At the beginning and end of the year
1,311,861
1,311,861
14
Capital risk management

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

15
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2025
2024
£
£
Short-term employee benefits
24,000
24,000

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Parent company
173,198
106,998

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Subsidiaries
5,168,008
5,168,008
Other information

The profit or loss made by the fully owned subsidiary company, Ortac s.r.o is capitalised and included within deferred exploration expenditure and is held as an intangible fixed asset on the group statement of financial position. The income and expenditure of the subsidiary company relates to the exploration of the mining area in Slovakia.

ORTAC RESOURCES (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
16
Cash absorbed by group operations
2025
2024
£
£
Loss for the year before taxation
(65,733)
(62,417)
Movements in working capital:
Decrease in trade and other receivables
2,595
26,967
Increase/(decrease) in trade and other payables
19,282
(86,226)
Cash absorbed by operations
(43,856)
(121,676)
ORTAC RESOURCES (UK) LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
31 March 2025
- 23 -
2025
2024
Notes
£
£
Non-current assets
Investments
19
1,327,400
1,327,400
Other receivables
20
6,753,777
6,753,777
8,081,177
8,081,177
Current assets
Trade and other receivables
20
389
2,455
Cash and cash equivalents
4,076
163
4,465
2,618
Current liabilities
Trade and other payables
22
36,820
35,441
Net current liabilities
(32,355)
(32,823)
Non-current liabilities
Borrowings
21
173,198
106,998
Net assets
7,875,624
7,941,356
Equity
Called up share capital
23
19,693,993
19,693,993
Share premium account
1,311,861
1,311,861
Retained earnings
(13,130,230)
(13,064,498)
Total equity
7,875,624
7,941,356

As permitted by true s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the year was £65,732 (2024 - £62,418 loss).

The financial statements were approved by the board of directors and authorised for issue on 10 October 2025 and are signed on its behalf by:
10 October 2025
Mr P Fromson
Director
Company registration number 06418951 (England and Wales)
ORTAC RESOURCES (UK) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 April 2023
19,693,993
1,311,861
(13,002,080)
8,003,774
Year ended 31 March 2024:
Loss and total comprehensive income
-
-
(62,418)
(62,418)
Balance at 31 March 2024
19,693,993
1,311,861
(13,064,498)
7,941,356
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(65,732)
(65,732)
Balance at 31 March 2025
19,693,993
1,311,861
(13,130,230)
7,875,624
ORTAC RESOURCES (UK) LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
17
Accounting policies Company
Company information

Ortac Resources (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hill Dickinson LLP, 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW. The company's principal activities and nature of its operations are disclosed in the directors' report.

17.1
Basis of preparation

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The company applies accounting policies consistent with those applied by the group [EXCEPT AS SET OUT BELOW]. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

17.2
Going concern

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

For the year ended 31 March 2025, Ortac Resources (UK) Ltd incurred a loss of £65,732. The company however maintained a net asset position of £7,875,624 as at 31 March 2025. The Directors have reviewed the cash flow requirements in the next 12 months and recognise that the ability of the Company to continue as a going concern is dependent on financial support from the ultimate parent entity Metalstech Ltd, a company listed on the Australian Securities Exchange. These conditions indicate a material uncertainty that may cast a significant doubt about the Group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors believe there are sufficient funds to meet the Group's working capital requirements as at the date of this report.

The financial statements have been prepared on the basis that the Group is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons:

- The Group has a history of successfully raising capital;

- The gold price has strengthened significantly over an extended period;

- The parent company Metalstech Ltd raised AUD$3.3m via a placement of shares in April and May 2025 via strategic investment agreements;

- The Directors believe that there is sufficient cash available for the Group to continue operating until it can raise sufficient further capital to fund its ongoing activities; and

- The fact that future exploration and evaluation expenditures are generally discretionary in nature and may be slowed or suspended as part of the management of the Group's working capital and other forecast commitments. Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the company not continue as a going concern.

ORTAC RESOURCES (UK) LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
18
Employees Company

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

2025
2024
Number
Number
3
3

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
24,000
24,000
19
Investments Company
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
-
0
-
0
1,327,400
1,327,400
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in {note.note78}.

20
Trade and other receivables Company
Current
Non-current
2025
2024
2025
2024
£
£
£
£
VAT recoverable
389
2,455
-
-
Amounts owed by subsidiary undertakings
-
0
-
0
5,168,008
5,168,008
Other receivables
-
-
1,585,769
1,585,769
389
2,455
6,753,777
6,753,777
21
Borrowings Company
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Loans from parent undertaking
173,198
106,998
ORTAC RESOURCES (UK) LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
21
Borrowings Company
(Continued)
- 27 -

The loan from the parent company is unsecured and has no fixed repayment date.

22
Trade and other payables Company
2025
2024
£
£
Trade payables
23,920
35,441
Accruals
12,900
-
0
36,820
35,441
23
Share capital Company
Refer to note 12 of the group financial statements.
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