Curzon African Holdings 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: 10711159

		2025		2024
	Notes	$	$	$	$
FIXED ASSETS
Investments	4		5,172,214		5,172,214

			5,172,214		5,172,214
CURRENT ASSETS
Debtors	5	9,475,491		17,430,101
Cash at bank and in hand		14,716		25,417

		9,490,207		17,455,518
Creditors: Amounts Falling Due Within One Year	6	(28,276,932 )		(2,599,141 )

NET CURRENT ASSETS (LIABILITIES)			(18,786,725 )		14,856,377

TOTAL ASSETS LESS CURRENT LIABILITIES			(13,614,511 )		20,028,591

Creditors: Amounts Falling Due After More Than One Year	7		-		(25,729,874 )

NET LIABILITIES			(13,614,511 )		(5,701,283 )

CAPITAL AND RESERVES
Called up share capital	8		13		13
Share premium account			3,499,996		3,499,996
Profit and Loss Account			(17,114,520 )		(9,201,292 )

SHAREHOLDERS' FUNDS			(13,614,511)		(5,701,283)

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Curzon African Holdings 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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Curzon African Holdings Limited

Notes to the Financial Statements

For The Year Ended 30 April 2025

Notes to the Financial Statements

1. General Information

Curzon African Holdings Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10711159 . The registered office is 25 St Thomas Street, Winchester, Hampshire, SO23 9HJ.

The company and its subsidiary undertakings comprise a small-sized group. The company therefore has taken advantage of the exemption provided by section 399 of the Companies Act, 2006 not to prepare group financial statements.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements are prepared in US$ which is the functional currency of Curzon African Holdings Limited (the 'Company'). The financial statements have been prepared under the historical cost convention and in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland and the requirements of the Companies Act 2006 as applied to companies subject to the small companies regime. 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 identified material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern, however, the going concern basis remains appropriate.

2.3. Foreign Currencies

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

2.4. Investments

lnvestments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured al lat 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 account.

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: 1)

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Curzon African Holdings 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	5,172,214

As at 30 April 2025	5,172,214

Provision
As at 1 May 2024	-

As at 30 April 2025	-

Net Book Value
As at 30 April 2025	5,172,214

As at 1 May 2024	5,172,214

The company directly owns 61 .26% of Blackdown Resources (UK) Limited, and 100% of Midus Holdings Limited whose registered offices are at 25 St Thomas Street, Winchester, SO23 9HJ, whose registered office is at 10 Chato Street, Regent Estate, Mikocheni, Dar es Salaam, Tanzania.

Through Blackdown Resources (UK) Limited the company indirectly owns 61.26% of Harmony Minerals Limited, whose registered office is at 25 St Thomas Street, Winchester, SO23 9HJ, UK and 61.26% of Dutwa Minerals Limited, Wheal Limited and Kernow Limited whose registered offices are at 10 Chato Street, Regent Estate, Mikocheni, Dar es Salaam, Tanzania.

Through Midus Holdings Limited the company indirectly owns 100% of Midus Global Mining Limited whose registered office is at 25 St Thomas Street, Winchester, SO23 9HJ and 100% of Congo Mining Limited whose registered office is at Villa 100, Agostino Neto Quartier Plateau, Centre-ville, Point-Noire, Congo Republic.

On 15 November 2021, Midus Holdings Limited and Congo Mining Ltd SARLU, collectively the claimants, filed with the International Centre for Settlement of Investment Disputes (“ICSID”) a Request for Arbitration against Republic of the Congo which was registered on 8 December 2021 and has been assigned ICSID Case Number ARB/21/58. The claimants are seeking an award of monetary compensation equal to the fair value of the Mayoko-Moussondji iron ore project on the date that its mining licence was unlawfully revoked. Clifford Chance are representing the claimants in the arbitration.

The ICSID arbitration (Case No. ARB/21/58) remains ongoing. No final award has been published as at the date these financial statements are signed.

5. Debtors

	2025	2024
	$	$
Due within one year
Other debtors	-	4,421
Amounts owed by related parties	7,581,585	-
Amounts owed by subsidiaries	1,893,906	1,893,905

	9,475,491	1,898,326
Due after more than one year
Other debtors	-	15,531,775

	9,475,491	17,430,101

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Curzon African Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2025

6. Creditors: Amounts Falling Due Within One Year

	2025	2024
	$	$
Other loans	11,189,420	-
Directors' loan accounts	17,087,512	-
Amounts owed to subsidiaries	-	170
Amounts owed to related parties	-	2,598,971

	28,276,932	2,599,141

On 3 April 2025, Mr Nicholas Clarke, a director of the Company, acquired loans to the company of USD15,758,175.

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

	2025	2024
	$	$
Other loans	-	25,729,874

8. Share Capital

	2025	2024
	$	$
Allotted, Called up and fully paid	13	13

9. Related Party Transactions

All purchases from related parties are made at normal market prices. With the exception of the transaction 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 had intercompany transactions of $7,660,711 (2024: $3,241,642) with Curzon Resources Limited during the year, being owed $1,959,004 (2024:$9,619,715) at the year-end.

The company had intercompany transactions of $291,430 (2024: $256,633) with Salkeld Limited during the year, being owed $5,620,630 (2024: $5,912,060) at the year-end.

The company had intercompany transactions of $2,600,926 (2024: $2,143,485) with Curzon International Investments Limited during the year being owed $1,955 (2024: owing $2,598,971) at the year-end.

During the year, the company had intercompany transactions of $17,087,512 (2024: nil) with the director, Mr Nicholas Clarke, owing $17,087,512 (2024: nil) at year-end.

10. Ultimate Controlling Party

The company's ultimate controlling party is Nicholas Clarke by virtue of his ownership of 100% of the issued share capital in the company.

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Directors	N A Clarke
	D Judge

Company Number	10711159

Registered Office	25 St Thomas Street
	Winchester
	Hampshire
	SO23 9HJ

Business	Weyborne Estate
	Blackdown Park
	Haslemere
	West Sussex
	GU27 3BT

Bankers	Barclays Bank (Suisse) SA
	18 - 20 Chemin de Grange-Canal
	Geneva
	Switzerland

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