REGISTERED NUMBER: 11782179 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

GENERAL FUSION (UK) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

N Harrison

G Twinney

M Wilson

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

11782179 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

CURRENT ASSETS

Debtors

4

1,013

13,315,729

Cash at bank

109,965

434,754

110,978

13,750,483

CREDITORS

Amounts falling due within one year

5

17,155,978

17,343,883

NET CURRENT LIABILITIES

(17,045,000

)

(3,593,400

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(17,045,000

)

(3,593,400

)

CAPITAL AND RESERVES

Called up share capital

6

1

1

Retained earnings

(17,045,001

)

(3,593,401

)

SHAREHOLDERS' FUNDS

(17,045,000

)

(3,593,400

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

G Twinney - Director

1.	STATUTORY INFORMATION

General Fusion (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts have been prepared on the going concern basis, notwithstanding that the balance sheet is showing net current liabilities. The directors believe this is appropriate as they have received confirmation from the parent entity that it will provide adequate resources for the company to continue for a period in excess of 12 months and 1 day from the date of the signing of the audit report.

The draft audited consolidated accounts of the parent company contain the following disclosure in the basis of preparation note. As General Fusion (UK) Limited is reliant on the support of the group, this note is also relevant to these financial statements. Amounts are stated in thousands of US dollars. The following note refers to 'the Company', which is the Canadian parent company.

"The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business for the 12-months from the date of approval of these consolidated financial statements.

The Company has historically experienced recurring losses from operations and incurred an accumulated deficit of $306,514 through December 31, 2024 (2023 - $242,333). As of December 31, 2024, the Company had cash and cash equivalents of $6,392 and a working capital deficit of ($25,237) compared to cash and cash equivalents of $19,579 and a working capital of $4,199 as of December 31, 2023. For the years ended December 31, 2024 and 2023, the Company incurred a net loss of $56,729 and $37,071, respectively, and cash flows used in operating activities of $29,109 and $36,936, respectively. Subsequent to fiscal 2024 year end, the Company completed two separate financings. In August 2025, the Company closed a financing structured as a rights offering (the "Rights Offering") resulting in gross proceeds of $18,400 (refer to Note 11(b)). In November 2025, the Company closed a Simple Agreement for Future Equity ("SAFE") financing resulting in gross proceeds of $42,000 (refer to Note 11(b)).

The Company does not currently generate revenue and has historically financed its operations through equity financing, debt and government assistance. Management expects that operating losses and negative cash flows from operations will continue in the foreseeable future. While we believe that the Company's current cash and cash equivalents and funds raised subsequent to year end are sufficient to fund our operating expenses and planned capital expenditures for the twelve months from the date of issuance of these consolidated financial statements. The Company’s continuation as a going concern for a period beyond those twelve months will be dependent upon the ability to obtain adequate additional financing, as future capital expenditures are expected to be substantial. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These material uncertainties raise substantial doubt about the Company's ability to continue as a going concern.

If adequate funds are not available to the Company on a timely basis, the Company may be required to delay, limit, lower, or cease certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company's shareholders.

The consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material."

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Financial instruments

Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any other financial instruments as covered by Section 12 of FRS102.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

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

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Development costs

Development costs are recognised when the cost is incurred. Development costs relate to the fit out of the development project.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 4 ) .

4.

DEBTORS

31.12.24

31.12.23

£

£

Amounts falling due within one year:

Other debtors

1,013

6,492

31.12.24

31.12.23

£

£

Amounts falling due after more than one year:

Other debtors & prepayments

-

13,309,237

Aggregate amounts

1,013

13,315,729

The amount recognised within other debtors in the prior year related to the Fusion Plant the Company intended to occupy in the future. The costs were incurred from the date the parent company entered into an agreement with the UK Atomic Energy Authority. This prepayment has been written off to the profit and loss account in the current year as operations within the UK entity in relation to this project have been suspended until further notice.

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

-

20,300

Amounts owed to group undertakings

17,133,978

17,153,223

Other creditors & accruals

22,000

170,360

17,155,978

17,343,883

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

100

Ordinary

£0.01

1

1

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Amy Enslin (Senior Statutory Auditor)

for ad on behalf of Oury Clark Chartered Accountants

As stated above, the Report of the Auditors was unqualified. It did however contain the following modification:-

"Material uncertainty related 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.

We draw attention to Note 2 in the financial statements, which indicates that the company has received a letter of support from the parent company and that the ability of the parent company to obtain additional financing to fund its future operation is uncertain. As noted in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed."

8.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

9.	ULTIMATE PARENT COMPANY

The ultimate parent company is General Fusion Inc, a company incorporated in Canada. its registered address is 6020 Russ Baker Way, Richmond, BC V7B 1B4, Canada. Consolidated accounts are prepared but are not publicly available.