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OC404376










ORION RESOURCE PARTNERS (UK) LLP










 FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
ORION RESOURCE PARTNERS (UK) LLP
 

INFORMATION




Designated Members

OMFM GP LLC
Orion Resource Partners GP LLC
LLP registered number

OC404376

Registered office

51 Welbeck StreetLondonW1G 9HL

Independent auditors

Wellers3rd FloorThe Coade98 Vauxhall WalkLondonSE11 5EL


 
ORION RESOURCE PARTNERS (UK) LLP
 

CONTENTS



Page
Members' Report
1 - 2
Independent Auditors' Report
3 - 5
Consolidated Statement of Comprehensive Income
6
Consolidated Balance Sheet
7 - 8
LLP Balance Sheet
9
Consolidated Reconciliation of Members' Interests
10
LLP Reconciliation of Members' Interests
12
Consolidated Statement of Cash Flows
12 - 13
Notes to the Financial Statements
14 - 26


 
ORION RESOURCE PARTNERS (UK) LLP
 
  
MEMBERS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The members present their annual report together with the audited financial statements of Orion Resource Partners (UK) LLP (the "LLP and the Group") for the ended 31 December 2025
 

Principal activities
 
 
The principal activity of the LLP and the Group is that of investment management.
 
 
Designated Members
 
 
OMFM GP LLC
Orion Resource Partners GP LLC
 

 
Results for the year end allocation to members
 
 
The profit for the year before members' remuneration and profit shares was £4,971,358 (2024 - £4,531,781).

Policy regarding members' drawings and the subscription

Members are permitted to make drawings in anticipation of profits which will be allocated to them. The amount of such drawings is set at the beginning of each financial year, taking into account the anticipated cash needs of the LLP. 

New members are required to subscribe a minimum level of capital and in subsequent years members are invited to subscribe to further capital, the amounts of which is determined by the performance and seniority of those members. On retirement, capital is repaid to members.
 
 
Statement of members responsibilities
 
 
The members are responsible for preparing the Report of the Members and the financial statements in accordance with applicable law and regulations.
 
Legislation applicable to limited liability partnerships requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under legislation applicable to limited liability partnerships the members 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 LLP and of the profit or loss of the LLP for that period. In preparing these financial statements, the members are required to: 

• select suitable accounting policies and then apply them consistently; 
• make judgements and accounting estimates that are reasonable and prudent; 
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the       LLP will continue in business. 

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and enable them to ensure that the financial statements comply with the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
Page 1

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
 
 


The LLP is authorised and regulated by the UK Financial Conduct Authority and as a SNI MIFIDPRU investment firm it is required to make a disclose on its Remuneration Code/Policy. The firm is also required to provide an acknowledgement statement on the UK Stewardship Code. These can be obtained by e-mailing Orion UK's office e-mail address (ldnoffice@orionresourcepartners.com).
 
 
Statement as to disclosure of information to auditors
 
 
So far as the members are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the LLP's auditors are unaware, and each member has taken all the steps that he ought to have taken as a member in order to make himself aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.
 
 
Greenhouse gas emissions, energy consumption and energy efficiency action
 
 
The LLP has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000 kWh or lower.
 
Auditors
 
 
The auditors, Wellers, will be proposed for re-appointment at the forthcoming Annual General Meeting. 
 

This report was approved by the members and signed on their behalf by: 



OMFM GP LLC
Designated member


Date: 24 April 2026

Page 2

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORION RESOURCE PARTNERS (UK) LLP
 

Opinion
 

We have audited the financial statements of Orion Resource Partners (UK) LLP (the 'parent LLP') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the LLP Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated  Reconciliation of Members' Interests, the LLP Reconciliation of Members' Interests and the related notes, including a summary of 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, seen as at the date the original financial statements were approved, of the state of the Group's and of the parent LLP's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, seen as at the date the original financial statements were approved; and
have been prepared in accordance with the requirements of the Companies Act 2006 as  they have effect under the Companies (Revision of Defective Accounts and Reports)  Regulations 2008.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 members' 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 or the parent LLP'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 members with respect to going concern are described in the relevant sections of this report.


Page 3

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORION RESOURCE PARTNERS (UK) LLP (CONTINUED)


Other information
 

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The members are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and 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.


Matters on which we are required to report by exception
 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006, as applied to limited liability partnerships, requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent LLP, or returns adequate for our audit have not been received from branches not visited by us; or
the parent LLP financial statements are not in agreement with the accounting records and returns; or
we have not received all the information and explanations we require for our audit.


Responsibilities of members
 

As explained more fully in the Members' Responsibilities Statement set out on page 1, the members 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 members 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 members are responsible for assessing the Group's and the parent LLP'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 members either intend to liquidate the Group or the parent LLP or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 Auditors' 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 Group 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:

 
Page 4

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORION RESOURCE PARTNERS (UK) LLP (CONTINUED)


Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following  llaws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation.
- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the company and therefore may have a material effect on the financial statements include compliance with FCA regulations.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud, undertaking specific testing in respect of the company’s FCA registration.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the LLP's, as a body, in accordance with the Limited Liability Partnerships  (Revision of Defective Accounts and Reports) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in an Auditors' 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 LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed.



Mr James Tillotson (Senior Statutory Auditor)
  
for and on behalf of
Wellers
 
3rd Floor
The Coade
98 Vauxhall Walk
London
SE11 5EL

24 April 2026
Page 5

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
8,369,409
9,067,555

Gross profit
  
 
8,369,409
 
9,067,555

Administrative expenses
  
(3,417,569)
(4,557,729)

Operating profit
  
 
4,951,840
 
4,509,826

Interest receivable and similar income
 15 
19,518
21,955

Profit before tax
  
 
4,971,358
 
4,531,781

Profit before members' remuneration and profit shares
  
 
4,971,358
 
4,531,781

Profit for the year before members' remuneration and profit shares
  
4,971,358
4,531,781

Loss allocation
  
174,452
(609,318)

Non-controlling interests
  
(5,145,810)
(3,922,463)

Profit for the financial year available for discretionary division among members
  
 
-
 
-

Profit for the year attributable to:
  

Non-controlling interest
  
5,145,810
3,922,463

  
 
5,145,810
 
3,922,463

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2025(2024:£NIL).

The notes on pages 14 to 26 form part of these financial statements.

Page 6

 
ORION RESOURCE PARTNERS (UK) LLP
REGISTERED NUMBER: OC404376

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 8 
28,860
111,590

  
28,860
111,590

Current assets
  

Debtors: amounts falling due within one year
 10 
3,941,601
1,913,596

Cash at bank and in hand
 17 
814,725
877,438

  
4,756,326
2,791,034

Creditors: amounts falling due within one year
 11 
(168,020)
(1,365,214)

Net current assets
  
 
 
4,588,306
 
 
1,425,820

Total assets less current liabilities
  
4,617,166
1,537,410

Net assets
  
4,617,166
1,537,410


Capital and reserves
  

Loans and other debts due to members within one year
  

Members' capital classified as a liability
  
970,000
560,000

Other amounts
 12 
(56,327)
118,125

  
913,673
678,125

Non-controlling interest
  
3,703,493
859,285

  
4,617,166
1,537,410

  
4,617,166
1,537,410


Total members' interests
  

Loans and other debts due to members
 12 
913,673
678,125

  
913,673
678,125


Page 7

 
ORION RESOURCE PARTNERS (UK) LLP
REGISTERED NUMBER: OC404376
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the members and were signed on their behalf by: 



OMFM GP LLC
Designated member

Date: 24 April 2026

The notes on pages 14 to 26 form part of these financial statements.

Orion Resource Partners (UK) LLP has no equity and, in accordance with the provisions contained within the Statement of Recommended Practice "Accounting by Limited Liability Partnerships", has not presented a Consolidated Statement of Changes in Equity.

Page 8

 
ORION RESOURCE PARTNERS (UK) LLP
REGISTERED NUMBER: OC404376

LLP BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 8 
28,860
111,590

Investments
 9 
979
243

  
29,839
111,833

Current assets
  

Debtors: amounts falling due within one year
 10 
4,446,400
3,394,079

Cash at bank and in hand
 17 
814,155
800,093

  
5,260,555
4,194,172

Creditors: amounts falling due within one year
 11 
(4,376,721)
(3,627,880)

Net current assets
  
 
 
883,834
 
 
566,292

Total assets less current liabilities
  
913,673
678,125

  

Net assets
  
913,673
678,125


Represented by:
  

Loans and other debts due to members within one year
  

Members' capital classified as a liability
970,000
560,000

Other amounts
(56,327)
118,125

  
913,673
678,125


  
913,673
678,125


Total members' interests
  

Loans and other debts due to members
  
913,673
678,125

  
913,673
678,125

The financial statements were approved and authorised for issue by the members and were signed on their behalf by: 



OMFM GP LLC
Designated member
Date: 24 April 2026

Page 9

 
ORION RESOURCE PARTNERS (UK) LLP
 

CONSOLIDATED RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2025





DEBT
Loans and other debts due to members less any amounts due from members in debtors
Members' capital (classified as debt)
Other amounts
Total

£
£
£

Amounts due to members 
270,000
169,171
439,171

Balance at 1 January 2024 
270,000
169,171
439,171

Profit for the year available for discretionary division among members
 
-
-
-

Members' interests after profit for the year
270,000
169,171
439,171

Amounts introduced by members
290,000
-
290,000

Drawings on account and distribution of profit
-
(51,046)
(51,046)

Other movements
 
-
-
-

Amounts due to members
560,000
118,125
678,125

Balance at 31 December 2024
560,000
118,125
678,125

Profit for the year available for discretionary division among members
 
-
-
-

Members' interests after profit for the year
560,000
118,125
678,125

Amounts introduced by members
410,000
-
410,000

Other movements
-
(174,452)
(174,452)

Amounts due to members
970,000
(56,327)
913,673

Balance at 31 December 2025 
970,000
(56,327)
913,673

Page 10

 
ORION RESOURCE PARTNERS (UK) LLP
 

LLP RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2025






DEBT
Loans and other debts due to members less any amounts due from members in debtors

Members' capital (classified as debt)
Other amounts
Total

£
£
£

Amounts due to members 
270,000
169,171
439,171

Balance at 1 January 2024 
270,000
169,171
439,171

Profit for the year available for discretionary division among members 

-
-
-

Members' interests after profit for the year 
270,000
169,171
439,171

Amounts introduced by members 
290,000
-
290,000

Drawings on account and distribution of profit 
-
(51,046)
(51,046)

Other movements 

-
-
-

Amounts due to members 
560,000
118,125
678,125

Balance at 31 December 2024
560,000
118,125
678,125

Profit for the year available for discretionary division among members 

-
-
-

Members' interests after profit for the year 
560,000
118,125
678,125

Amounts introduced by members 
410,000
-
410,000

Other movements 
-
(174,452)
(174,452)

Amounts due to members 
970,000
(56,327)
913,673

Balance at 31 December 2025

970,000
(56,327)
913,673

There are no existing restrictions or limitations which impact the ability of the members of the LLP to reduce the amount of Members' other interests.

Page 11

 
ORION RESOURCE PARTNERS (UK) LLP
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Profit for the financial year
-
-

Adjustments for:

Members' remuneration charged as an expense
(174,452)
609,318

Non-controlling interests distributions
5,145,810
3,922,463

Depreciation of tangible assets
82,728
47,306

Interest received
(19,518)
(21,956)

(Increase) in debtors
(2,028,005)
(1,420,883)

(Decrease)/increase in creditors
(149,723)
87,351

(Decrease)/increase in amounts owed to groups
(1,047,470)
531,894

Net cash generated from operating activities before transactions with members

1,809,370
3,755,493

Members' remuneration charged as an expense
174,451
(609,318)

Net cash generated from operating activities
1,983,821
3,146,175

Cash flows from investing activities

Purchase of tangible fixed assets
-
(34,271)

Interest received
19,518
21,955

Net cash from investing activities

19,518
(12,316)

Cash flows from financing activities

Distributions paid to non-controlling interests
(2,301,603)
(2,651,479)

Amounts introduced by members
410,000
290,000

Distribution paid to members
(174,452)
(51,046)

Net cash used in financing activities
(2,066,055)
(2,412,525)

Net (decrease)/increase in cash and cash equivalents
(62,716)
721,334

Cash and cash equivalents at beginning of year
877,438
156,104

Cash and cash equivalents at the end of year
814,722
877,438

Page 12

 
ORION RESOURCE PARTNERS (UK) LLP
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


2025
2024

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
814,722
877,438

814,722
877,438


The notes on pages 14 to 26 form part of these financial statements.

Page 13

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Orion Resource Partners (UK) LLP is a limited liability partnership registered in England and Wales. The partnership's registered address is 2nd Floor, 51 Welbeck Street, London, England, W1G 9HL.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The LLP has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.


The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the LLP and its own subsidiaries ("the
Group") as if they form a single entity. Intercompany transactions and balances between group entities are therefore eliminated in full.

 
2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future.

 
2.4

Turnover

Turnover is measured at the fair value of the consideration received or receivable for services rendered, net of discounts and Value Added Tax.

Revenue from the rendering of services is measured by reference to the stage of completion of the
service transaction at the end of the reporting period provided that the outcome can be reliably
estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

  
2.5

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Page 14

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Tangible Fixed Assets

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Motor vehicles
-
15%
on cost
Fixtures and fittings
-
20%
on cost
Computer equipment
-
33%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

  
2.7

Valuation of investments

Investments in subsidiaries and unlisted investments are measured at cost less accumulated impairment.

 
2.8

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of       financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties. 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. 

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an
Page 15

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.8
Financial instruments (continued)

impairment loss is recognised in the Statement of comprehensive income. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.


  
2.9

Pension costs and other post-retirement benefits

The Group contributes into a defined contribution pension scheme. Contributions payable to the Group’s pension scheme are charged to profit or loss in the period to which they relate.

 
2.10

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.
 
  
2.11

Members' participation rights

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulateddepreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent  accumulated impairment losses. 

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
 
Conversely, where profits are divided only after a decision by the Group or its representative, so that the Group has an unconditional right to refuse payment, such profits are classed as an appropriation of equity rather than as an expense. They are therefore shown as a residual amount available for discretionary division among members in the statement of comprehensive income and are equity appropriations in the statement of financial position. 

Other amounts applied to members, for example remuneration paid under an employment contract and interest on capital balances, are treated in the same way as all other divisions of profits, as described above, according to whether the Group has, in each case, an unconditional right to refuse payment.     

All amounts due to members that are classified as liabilities are presented in the statement of financial position within 'Loans and other debts due to members' and are charged to the statement of comprehensive income within 'Members' remuneration charged as an expense'. Amounts due to members that are classified as equity are shown in the statement of financial position within 'Members' other interests'. 

Page 16

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.12

Transfer of members' interests

During the year £(174,452) was transferred from members' capital interests to debts due to members.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the opinion of the members there are no judgements or key sources of estimation uncertainty that affect the preparation of the financial statements.


4.


Turnover

Turnover arises from:


2025
2024
£
£

Rendering of services
8,369,409
9,067,555

8,369,409
9,067,555


Analysis of turnover by country of destination:

2025
2024
£
£

USA
8,369,409
9,067,555

8,369,409
9,067,555


Page 17

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Employees

Staff costs were as follows:


Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£


Wages and salaries
1,909,487
2,839,909
1,909,487
2,839,909

Social security costs
260,160
375,687
260,160
375,687

Cost of defined contribution scheme
25,880
45,534
25,880
45,534

2,195,527
3,261,130
2,195,527
3,261,130


The average monthly number of persons (including members with contracts of employment) employed during the year was as follows:



Group
Group
LLP
LLP
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Operations staff
8
8
8
8



Administrative staff
2
2
2
2

10
10
10
10


6.


Information in relation to members

2025
2024
LLP
LLP


The average number of members during the year was
2
2









7.


Members' remuneration

Members remuneration charged as an expense was £Nil (2024 - £609,318)




The highest paid member received remuneration of £Nil (2024 - £609,257).

Page 18

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Tangible fixed assets

Group






Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2025
165,365
93,357
43,623
302,345


Disposals
(165,365)
-
-
(165,365)



At 31 December 2025

-
93,357
43,623
136,980



Depreciation


At 1 January 2025
102,347
64,413
23,996
190,756


Charge for the year on owned assets
63,018
8,016
11,695
82,729


Disposals
(165,365)
-
-
(165,365)



At 31 December 2025

-
72,429
35,691
108,120



Net book value



At 31 December 2025
-
20,928
7,932
28,860



At 31 December 2024
63,018
28,944
19,628
111,590

Page 19

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

           8.Tangible fixed assets (continued)


LLP






Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£

Cost or valuation


At 1 January 2025
165,365
93,357
43,623
302,345


Disposals
(165,365)
-
-
(165,365)



At 31 December 2025

-
93,357
43,623
136,980



Depreciation


At 1 January 2025
102,347
64,413
23,996
190,756


Charge for the year on owned assets
63,018
8,016
11,695
82,729


Disposals
(165,365)
-
-
(165,365)



At 31 December 2025

-
72,429
35,691
108,120



Net book value



At 31 December 2025
-
20,928
7,932
28,860



At 31 December 2024
63,018
28,944
19,628
111,590






Page 20

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Fixed asset investments

LLP





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
243


Additions
736



At 31 December 2025
979





Subsidiary undertakings


The following were subsidiary undertakings of the LLP:

Name

Holding

Orion CM UK LLP
100%
OMFM UK LLP
18%
Orion 007 LLP
95%

The aggregate of the capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of capital and reserves
Profit/(Loss)
£
£

Orion CM UK LLP
87
4,255,087

OMFM UK LLP
4,422
512,040

Orion 007 LLP
87
378,684

Page 21

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Debtors

Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£


Amounts owed by group undertakings
-
-
504,798
1,480,483

Other debtors
104,483
105,943
104,483
105,943

Prepayments and accrued income
3,837,118
1,807,653
3,837,118
1,807,653

3,941,601
1,913,596
4,446,399
3,394,079



11.


Creditors: Amounts falling due within one year

Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£

Trade creditors
18,850
5,979
18,850
5,979

Amounts owed to group undertakings
56,292
1,103,762
62,423
1,031,899

Other creditors
-
8,698
-
8,699

Accruals and deferred income
92,878
246,775
4,295,448
2,581,303

168,020
1,365,214
4,376,721
3,627,880



12.


Loans and other debts due to members


Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£


Members' capital treated as debt
970,000
560,000
970,000
560,000

Other amounts due to members
(56,327)
118,125
(56,327)
118,125

913,673
678,125
913,673
678,125



Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up.

Page 22

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Other operating leases
363,139
411,303

Exchange differences
52,778
(17,244)

Depreciation - owned assets
82,728
47,305

Auditors' remuneration
20,000
15,000


14.


Financial instruments

The Partnership's financial instruments comprise primarily cash and various items such as trade debtors and trade creditors which arise directly from its operations. The main purpose of these financial instruments is to provide working capital for the Partnership's operations. The Partnership does not utilise complex financial instruments or hedging mechanisms in respect of its operations.

Financial assets by category

The categories of financial assets included in the Statement of Financial Position and the heading in which they are included are as follows:


Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£

Current assets

Trade and other receivables
3,772,963
1,773,721
4,277,761
3,254,204

Cash and cash equivalents
814,722
877,438
814,154
800,096

4,587,685
2,651,159
5,091,915
4,054,300

All trade and other receivables are short term and none are past due at the reporting date.

Page 23

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

.


Financial liabilities by category

The categories of financial liabilities included in the Statement of Financial Position and the heading in which they are included are as follows:


Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£

Current liabilities

Trade and other payables
168,019
1,365,212
4,376,720
3,627,880

168,019
1,365,212
4,376,720
3,627,880


15.


Interest receivable

2025
2024
£
£


Other interest receivable
19,518
21,955

19,518
21,955


16.


Auditor's remuneration

During the year, the Group obtained the following services from the LLP's auditors and their associates:


Year ended 31 December 2024
Period ended 31 December 2023
£
£


Auditors' remuneration
20,000
15,000

20,000
15,000


17.


Cash and cash equivalents

Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
814,725
877,438
814,155
800,093

814,725
877,438
814,155
800,093


Page 24

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Analysis of net debt (Group)





At 1 January 2025
Arising from cash flows
Other non-cash changes
At 31 December 2025
£

£

£

£

Cash at bank and in hand

877,438

(62,716)

-

814,722

Net debt (before members' debt)
877,438
(62,716)
-
814,722

Loans and other debts due to members





Members' capital

(560,000)

-

(410,000)

(970,000)

Other amounts due to members
(118,125)

-

174,452

56,327

Net debt


199,313
(62,716)
(235,548)
(98,951)


19.


Pension commitments

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £25,880 (2024 - £45,534).

The commitment outstanding at the year end was £Nil (2024 - £8,699).


20.


Commitments under operating leases

At 31 December 2025 the Group and the LLP had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
LLP
LLP
2025
2024
2025
2024
£
£
£
£

Not later than 1 year
313,958
313,958
313,958
313,958

Later than 1 year and not later than 5 years
491,524
805,482
491,524
805,482

805,482
1,119,440
805,482
1,119,440


21.


Related party transactions

Included in other creditors is amount of £56,292 (2024 – £1,103,762) due to Orion Resource Partners (USA) LP.

During the year the Group charged £8,369,409 (2024 - £9,067,555) to Orion Resource Partners (USA) LP in respect of the revenue from overseas entities.

Page 25

 
ORION RESOURCE PARTNERS (UK) LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


Ultimate controlling party

The ultimate controlling party of the Group throughout the current year and previous period was OMFM GP LLC.

 
Page 26