Company registration number 11210965 (England and Wales)
SANTIAGO METALS II UK LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
SANTIAGO METALS II UK LTD
COMPANY INFORMATION
Directors
Anthony Thomas Fiore
Sarah Elizabeth Lane
Secretary
CSC CLS (UK) Limited
Company number
11210965
Registered office
C/O CSC CLS (UK) Limited
5 Churchill Place
10th Floor
London
United Kingdom
E14 5HU
SANTIAGO METALS II UK LTD
CONTENTS
Page
Directors' report
1 - 2
Statement of comprehensive income
3
Statement of financial position
4
Statement of changes in equity
5
Notes to the financial statements
6 - 9
SANTIAGO METALS II UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company continued to be that of an investment holding company.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Anthony Thomas Fiore
Sarah Elizabeth Lane
Qualifying third party indemnity provisions
The company 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.
Post reporting date events
The Directors are not aware of any events subsequent to the reporting period which requires disclosure in or adjustments to the financial statements.
Statement of directors' responsibilities
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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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, the directors 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 company will continue in business.
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.
Domicile and legal form
The Company is a private company limited by shares and is incorporated in England. The principle place place of business is shown on the company information page.
Going concern
After making appropriate enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For this reason, they have chosen to adopt the going concern basis in preparing the Group's financial statements.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
SANTIAGO METALS II UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
On behalf of the board
Anthony Thomas Fiore
Director
28 July 2026
SANTIAGO METALS II UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
2025
2024
Notes
$
$
Dividend income
6,631,453
-
Administrative expenses
(44,090)
(135,207)
Operating profit/(loss)
6,587,363
(135,207)
Fair value gains and losses on foreign exchange contracts
(1,303)
818
Profit/(loss) before taxation
6,586,060
(134,389)
Tax on profit/(loss)
Profit/(loss) for the financial year
6,586,060
(134,389)
The income statement has been prepared on the basis that all operations are continuing operations.
There were no components of 'other comprehensive income' which are required to be separately disclosed during the current year; nor the prior period.
The notes on pages 6 to 9 form part of these financial statements.
SANTIAGO METALS II UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 4 -
2025
2024
Notes
$
$
$
$
Non-current assets
Investments
4
30,219,248
37,683,908
Current assets
Cash and cash equivalents
18,768
43,200
Current liabilities
6
(32,688)
(127,223)
Net current liabilities
(13,920)
(84,023)
Net assets
30,205,328
37,599,885
Equity
Called up share capital
7
721
721
Share premium account
5,927,147
5,927,147
Retained earnings
24,277,460
31,672,017
Total equity
30,205,328
37,599,885
The notes on pages 6 to 9 form part of these financial statements.
For the financial year ended 31 December 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 of its financial statements for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 28 July 2026 and are signed on its behalf by:
Anthony Thomas Fiore
Director
Company registration number 11210965 (England and Wales)
SANTIAGO METALS II UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Share capital
Share premium account
Retained earnings
Total
Notes
$
$
$
$
Balance at 1 January 2024
721
5,927,147
31,806,406
37,734,274
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(134,389)
(134,389)
Balance at 31 December 2024
721
5,927,147
31,672,017
37,599,885
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
6,586,060
6,586,060
Prior year adjustment
115,496
115,496
Dividends
-
-
(14,096,113)
(14,096,113)
Balance at 31 December 2025
721
5,927,147
24,277,460
30,205,328
The notes on pages 6 to 9 form part of these financial statements.
SANTIAGO METALS II UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
1
Accounting policies
Company information
Santiago Metals II UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is C/O CSC CLS (UK) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable 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 financial statements are prepared in dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The financial statements contain information about Santiago Metals II UK Ltd as an individual company and do not contain consolidated financial information as the parent of a group.
The Company has availed its self an exemption in accordance with FRS 102 paragraph 9.9C(a) and with sections s402 and s405(3)(c) of the Companies Act 2006 from the requirement to prepare consolidated financial statements. The Company is held as part of an investment portfolio with investments being classified at cost less impairment.
1.2
Going concern
The financial statements have been prepared on the going concern basis for the reason set out in the director's report under the heading "Going Concern".
1.3
Non-current investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and 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.
1.5
Financial instruments
The Company classifies its financial assets in the following categories: loans and receivables and available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. The director determines the classification of the financial assets at initial recognition.
Basic financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction. In this case, the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar instrument.
Basic financial assets are subsequently measured at amortised cost using the effective interest method.
SANTIAGO METALS II UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
Basic financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constituted a financing transaction. In this case, the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest for a similar instrument. Basic financial liabilities are subsequently measured at amortised cost, using the effective interest rate method.
Financial assets and liabilities that are classified as payable or receivable within one year on initial recognition are measured at the undiscounted amounts of the cash or other consideration expected to be paid or received, net of impairment.
1.6
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of the issuing the equity instruments, If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
1.7
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
2
Judgements and key sources of estimation uncertainty
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below:
Impairment of investment property
Investment property is held at cost less depreciation and is reviewed for impairment if circumstances suggest that the carrying amount may not be recoverable. Recoverable amounts are determined based on value-in-use calculations and estimated sales proceeds. These calculations require assumptions to be made regarding future cash flows and the choice of a suitable discount rate in order to calculate the present value of those cash flows. Actual outcomes may vary from these estimates.
SANTIAGO METALS II UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
3
Employees
2025
2024
Number
Number
Total
0
0
4
Fixed asset investments
2025
2024
$
$
Shares in group undertakings and participating interests
30,219,248
37,683,908
Movements in non-current investments
Shares in subsidiaries and joint ventures
$
Cost or valuation
At 1 January 2025
37,683,908
Disposals
(7,464,660)
At 31 December 2025
30,219,248
Carrying amount
At 31 December 2025
30,219,248
At 31 December 2024
37,683,908
On 16th April 2025, Santiago Metals II UK Ltd received 23,333,333 Camino Mineral shares from its subsidiary. It was then decided by the directors to pass these shares onto the two class A shareholders being Santiago Metals II Upper Holdco LLC and Santiago Metals Management LLC in proportion to their ownership and as a distribution in kind.
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Santiago Metals Investment Holdings II LLC
United States
Ordinary
100.00
Santiago Metals Investment Holdings II-A LLC
United States
Ordinary
100.00
SANTIAGO METALS II UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
6
Current liabilities
2025
2024
$
$
Trade payables
16,507
115,496
Accrued expenses
16,181
11,727
32,688
127,223
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary A of $0.01 each
72,073
72,073
721
721
Ordinary B of $0.01 each
1
1
8
Dividend
Dividends of $14,096,113 declared and paid for the year ending 31 December 2025 (2024: $nil).
9
Related Party Transactions
The Company has used the exemption not to disclose transactions within the group.
10
Parent company
The Company's immediate parent is Santiago Metals II Upper Holdco LLC, incorporated in the Cayman Islands.
The Company's ultimate parent is Denham Mining Fund LP, incorporated in the Cayman Islands.
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