Blackdown Resources (UK) Limited

	Page
Company Information	1
Balance Sheet	2—3
Notes to the Financial Statements	4—6

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Balance Sheet

As At 30 April 2025

Balance Sheet

Registered number: 08582203

		2025		2024
	Notes	$	$	$	$
FIXED ASSETS
Investments	4		143,197		143,197

			143,197		143,197
CURRENT ASSETS
Debtors	5	2,231,841		2,203,132
Cash at bank and in hand		77,269		380,803

		2,309,110		2,583,935
Creditors: Amounts Falling Due Within One Year	6	(1,800,198 )		(1,559,398 )

NET CURRENT ASSETS (LIABILITIES)			508,912		1,024,537

TOTAL ASSETS LESS CURRENT LIABILITIES			652,109		1,167,734

Creditors: Amounts Falling Due After More Than One Year	7		(1,333,333 )		(1,333,333 )

NET LIABILITIES			(681,224 )		(165,599 )

CAPITAL AND RESERVES
Called up share capital	8		668,767		668,767
Share premium account			3,940,869		3,940,869
Profit and Loss Account			(5,290,860 )		(4,775,235 )

SHAREHOLDERS' FUNDS			(681,224)		(165,599)

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Blackdown Resources (UK) Limited

Balance Sheet (continued)

As At 30 April 2025

For the year ending 30 April 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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

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

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

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

D Judge

Director

20 April 2026

The notes on pages 4 to 6 form part of these financial statements.

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Blackdown Resources (UK) Limited

Notes to the Financial Statements

For The Year Ended 30 April 2025

Notes to the Financial Statements

1. General Information

Blackdown Resources (UK) Limited is a private company, limited by shares, incorporated in England & Wales, registered number 08582203 . The registered office is 25 St Thomas Street, Winchester, Hampshire, SO23 9HJ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The accounts are prepared in US$ which is the functional currency of Blackdown Resources (UK) Limited (the 'Company'). The accounts have been prepared under the historieal cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of lreland (as applied to small entities by section 1A of the standard). The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The principal accounting policies adopted are set out below.

2.2. Going Concern Disclosure

The directors have prepared these financial statements on a going concern basis, which assumes that the company will continue to operate for the foreseeable future. The company continues to progress the sale of its Nickel deposit in Tanzania, which is expected to generate sufficient cash proceeds to settle amounts owed to preference shareholders and provide a small dividend to ordinary shareholders. The successful completion of this sale is critical to the company’s ability to meet its financial obligations and continue as a going concern.

While the directors are confident that the sale of the Nickel deposit will be successfully completed, there is inherent uncertainty associated with the transaction. This uncertainty gives rise to a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. The directors have considered the company's cash flow forecasts and have taken into account the anticipated timing and proceeds of the sale. They are satisfied that, based on these forecasts and the ongoing progress of the sale process, the company will have adequate resources to meet its obligations as they fall due for at least 12 months from the date of approval of these financial statements.

Accordingly, the financial statements have been prepared on a going concern basis. However, as noted above, the successful completion of the sale is not guaranteed, and failure to complete the transaction could impact the company’s ability to continue as a going concern.

2.3. Foreign Currencies

Transactions denominated in foreign currencies are translated into U.S. Dollars and recorded at the rate of exchange ruling at the date of the transaction. Balances at the year-end denominated in foreign currency are translated into U.S. Dollars at the rate of exchange ruling at the balance sheet date. All differences are taken to the income statement.

2.4. lnvestments

lnvestments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss accounts.

2.5. Debtors

Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

2.6. Creditors

Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 2 (2024: 2)

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Blackdown Resources (UK) Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2025

4. Investments

	Subsidiaries
	$
Cost or Valuation
As at 1 May 2024	143,197

As at 30 April 2025	143,197

Provision
As at 1 May 2024	-

As at 30 April 2025	-

Net Book Value
As at 30 April 2025	143,197

As at 1 May 2024	143,197

The company directly owns 100% of Harmony Minerals Limited, an intermediate holding company whose registered office is at 25 St Thomas Street, Winchester, Hampshire, SO23 9HJ, UK. For the year ending 30 April 2025, the aggregate amount of capital and reserves for Harmony Minerals Limited was (USD 1,128,806).

The company indirectly owns 100% of Dutwa Minerals Limited, a licence holding company whose registered otfice is at 10 Chato Street, Regent Estate, Mikocheni, Dar es Salaam, Tanzania. For the year ending 31 December 2024, the aggregate amount of capital and reserves for Dutwa Minerals Limited was (TZS 107,018,229) and the loss for that year was TZS 91,836,907.

The company indirectly owns 100% of Kernow Limited and Wheal Limited, dormant companies whose registered office is at 10 Chato Street, Regent Estate, Mikocheni, Dar es Salaam, Tanzania. For the year ending 31 December 2024, the aggregate amount of capital and reserves for both Kernow Limited and Wheal Limited was TZS 2,000.

5. Debtors

	2025	2024
	$	$
Due within one year
Other debtors	4,275	1,396
Amounts owed by group undertaking	-	170
Amounts owed by subsidiaries	2,227,566	2,201,566

	2,231,841	2,203,132

6. Creditors: Amounts Falling Due Within One Year

	2025	2024
	$	$
Trade creditors	25,649	6,059
Interest on unpaid dividends - preference shares	273,166	211,493
Cumulative preference share dividends unpaid	1,501,383	1,341,846

	1,800,198	1,559,398

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Blackdown Resources (UK) Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2025

7. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	$	$
Convertible preference share	1,333,333	1,333,333

The preference shares are non-redeemable and carry a fixed cumulative dividend of 8% per annum payable from the second anniversary of their issue. The preference shares may at any time and at the holder's option, be converted to ordinary shares of GBP 0.001 and rank pari passu with the current share capital. On winding up they rank ahead of the ordinary shares and will be repaid at par.

Under FRS102 section 22, as the preference shares are convertible into ordinary shares at the holder's option, an equity element is reguired to be recognised. The annual dividend has been discounted in perpetuity at a 12% cost of issue reflecting the liability, the remainder being classified as equity.

8. Share Capital

On 16 May 2018 55,300 ordinary shares with a par value of £0.001 were issued on the exercise of warrants held by shareholders. Total consideration was $442,794 and the premium of $442,718 has been credited to the share premium account.

On 4 October 2018 a further 188,679 ordinary shares with a par value of £0.001 were issued. Total consideration was $1,999,917 and the premium of $1,999,736 has been credited to the share premium account.

9. Related Party Transactions

All purchases from related parties are made at normal market prices. Except for the transactions listed below, there have been no transactions with related parties who are not members of the group during the year ended 30 April 2025.

The company incurred management charges of nil (2024: $180,000) from Curzon Resources Limited, a company under the common control of Mr N. Clarke. At the balance sheet date the company had no outstanding amount payble to Curzon Resources Limited (2024: nil).

10. Parent Undertaking and Controlling Party

The company's immediate and parent undertaking is Curzon African Holdings Limited . Curzon African Holdings Limited was incorporated in the United Kingdom. The controlling party is Nicholas Clarke who controls 61.26% of the shares of Blackdown Resources (UK) Limited .

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Directors	N A Clarke
	D Judge

Company Number	08582203

Registered Office	25 St Thomas Street
	Winchester
	Hampshire
	SO23 9HJ

Solicitors	Mishcon de Reya
	Africa House
	70 Kingsway
	London
	WC2B 6AH