IRIS Accounts Production v26.2.0.496 10152865 Board of Directors 1.1.25 31.12.25 31.12.25 0 0 false true true false false true true true true true false false 0 0 Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh101528652024-12-31101528652025-12-31101528652025-01-012025-12-31101528652023-12-31101528652024-01-012024-12-31101528652024-12-3110152865ns15:EnglandWales2025-01-012025-12-3110152865ns14:Euro2025-01-012025-12-3110152865ns10:Director12025-01-012025-12-3110152865ns10:PrivateLimitedCompanyLtd2025-01-012025-12-3110152865ns10:FRS1012025-01-012025-12-3110152865ns10:Audited2025-01-012025-12-3110152865ns10:SmallCompaniesRegimeForDirectorsReport2025-01-012025-12-3110152865ns10:FullAccounts2025-01-012025-12-3110152865ns10:OrdinaryShareClass12025-01-012025-12-3110152865ns10:Director32025-01-012025-12-3110152865ns10:CompanySecretary12025-01-012025-12-3110152865ns10:RegisteredOffice2025-01-012025-12-3110152865ns10:Director22025-01-012025-12-311015286512025-01-012025-12-311015286512024-01-012024-12-3110152865ns5:CurrentFinancialInstruments2025-12-3110152865ns5:CurrentFinancialInstruments2024-12-3110152865ns5:ShareCapital2025-12-3110152865ns5:ShareCapital2024-12-3110152865ns5:FurtherSpecificReserve1ComponentTotalEquity2025-12-3110152865ns5:FurtherSpecificReserve1ComponentTotalEquity2024-12-3110152865ns5:RetainedEarningsAccumulatedLosses2025-12-3110152865ns5:RetainedEarningsAccumulatedLosses2024-12-3110152865ns5:ShareCapital2023-12-3110152865ns5:RetainedEarningsAccumulatedLosses2023-12-3110152865ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3110152865ns5:FurtherSpecificReserve1ComponentTotalEquity2024-01-012024-12-3110152865ns5:RetainedEarningsAccumulatedLosses2024-01-012024-12-3110152865ns5:RetainedEarningsAccumulatedLosses2025-01-012025-12-311015286512025-01-012025-12-311015286522025-01-012025-12-3110152865ns10:OrdinaryShareClass12024-01-012024-12-3110152865ns5:CurrentFinancialInstruments2025-01-012025-12-3110152865ns10:OrdinaryShareClass12025-12-3110152865ns5:RetainedEarningsAccumulatedLosses2024-12-3110152865ns5:FurtherSpecificReserve1ComponentTotalEquity2024-12-31
REGISTERED NUMBER: 10152865 (England and Wales)











Report of the Directors and

Audited Financial Statements

for the Year Ended 31 December 2025

for

Perseus Côte D'Ivoire Limited

Perseus Côte D'Ivoire Limited (Registered number: 10152865)






Contents of the Financial Statements
for the Year Ended 31 December 2025




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Statement of Comprehensive Income 7

Balance Sheet 8

Statement of Changes in Equity 9

Notes to the Financial Statements 10


Perseus Côte D'Ivoire Limited

Company Information
for the Year Ended 31 December 2025







DIRECTORS: J F G McGloin
J E Rutherford





SECRETARY: M P Bosboom





REGISTERED OFFICE: 1st Floor 8 Bridle Close
Kingston Upon Thames
KT1 2JW





REGISTERED NUMBER: 10152865 (England and Wales)





AUDITORS: Sumer Auditco Limited
Chartered Accountants
Leofric House
18 B Binley Road
Coventry
West Midlands
CV3 1JN

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Report of the Directors
for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY
The Company acted as an intermediate holding company during the period for two companies operating in Côte D'Ivoire. Perseus Yaouré SARL, a mineral exploration company and Perseus Mining Yaouré S.A., which owns and operates the Yaouré Gold Mine. The company has no business outside of these investments.

DIRECTORS
J F G McGloin has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

M Thomas - resigned 30 June 2025
J E Rutherford - appointed 25 June 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





J F G McGloin - Director


30 September 2026

Report of the Independent Auditors to the Members of
Perseus Côte D'Ivoire Limited

Opinion
We have audited the financial statements of Perseus Côte D'Ivoire Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 directors' 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 company'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 directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Perseus Côte D'Ivoire Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors 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 directors determine 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 directors are responsible for assessing the company'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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Perseus Côte D'Ivoire Limited


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 a Report of the Auditors 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
Perseus Côte D'Ivoire Limited


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.




C A Christou FCCA MAE (Senior Statutory Auditor)
for and on behalf of Sumer Auditco Limited
Chartered Accountants
Leofric House
18 B Binley Road
Coventry
West Midlands
CV3 1JN

30 September 2026

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Statement of Comprehensive
Income
for the Year Ended 31 December 2025

31.12.25 31.12.24
as restated
Notes €    €    €    €   

TURNOVER - -

Administrative expenses 3,790 2,533,353
(3,790 ) (2,533,353 )

Other operating income 97,822 -
OPERATING PROFIT/(LOSS) 94,032 (2,533,353 )

Income from shares in group undertakings 260,687,819 234,756,242
Interest receivable and similar income 929 60,693
260,688,748 234,816,935
PROFIT BEFORE TAXATION 4 260,782,780 232,283,582

Tax on profit 6 39,103,266 35,213,436
PROFIT FOR THE FINANCIAL YEAR 221,679,514 197,070,146


OTHER COMPREHENSIVE INCOME
Item that may be reclassified subsequently to profit or loss:
Foreign currency translation - 2,436,175
Income tax relating to item that may be reclassified
subsequently to profit or loss

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

-

2,436,175
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

221,679,514

199,506,321

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Balance Sheet
31 December 2025

31.12.25 31.12.24
as restated
Notes €    €    €    €   
FIXED ASSETS
Investments 9 995,111 995,111

CURRENT ASSETS
Debtors 10 30,584,646 54,240,593
Cash at bank and in hand 42,629 42,435
30,627,275 54,283,028
CREDITORS
Amounts falling due within one year 11 30,583,778 55,219,045
NET CURRENT ASSETS/(LIABILITIES) 43,497 (936,017 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,038,608

59,094

CAPITAL AND RESERVES
Called up share capital 13 3 3
Foreign currency translation
reserve - 2,613,481
Retained earnings 14 1,038,605 (2,554,390 )
SHAREHOLDERS' FUNDS 1,038,608 59,094

The 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 30 September 2026 and were signed on its behalf by:





J F G McGloin - Director


Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Statement of Changes in Equity
for the Year Ended 31 December 2025

Foreign
Called up currency
share Retained translation Total
capital earnings reserve equity
€    €    €    €   
Balance at 1 January 2024 3 (124,536 ) 177,306 52,773

Changes in equity
Profit for the year - 197,070,146 - 197,070,146
Other comprehensive income - - 2,436,175 2,436,175
Total comprehensive income - 197,070,146 2,436,175 199,506,321
Dividends - (199,500,000 ) - (199,500,000 )
Balance at 31 December 2024 3 (2,554,390 ) 2,613,481 59,094

Changes in equity
Profit for the year - 221,679,514 - 221,679,514
Total comprehensive income - 221,679,514 - 221,679,514
Impact of change in functional
currency - 2,613,481 (2,613,481 ) -
Dividends - (220,700,000 ) - (220,700,000 )
Balance at 31 December 2025 3 1,038,605 - 1,038,608

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Notes to the Financial Statements
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

Perseus Côte D'Ivoire 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.

The presentation currency of the financial statements is the Euro (€).


2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

• the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative
information in respect of:
- paragraphs 53(a), (h) and (j) of IFRS 16;
• the requirements of
- paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and
- paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors;
• the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;
• the requirements of paragraph 74(b) of IAS 16;
• the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into
between two or more members of a group;
• the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Exemption from preparation of consolidated financial statements
The financial statements contain information about Perseus Côte d'Ivoire Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of the exemption conferred by s401 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated financial statements of its immediate and ultimate parent, Perseus Mining Limited.

Nature of Business and Going Concern
During the year, the Company acted as an intermediate holding company. The Company is a 100% subsidiary of Perseus Mining Limited. Perseus has indicated that it will provide financial support to the Company to meet its financial obligations. The directors therefore consider it appropriate to prepare these financial statements on the going concern basis.

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Foreign currencies
Change in Functional and Presentational Currency
During the year ended 31 December 2025, the Company undertook a reassessment of its functional currency in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, as adopted in FRS 101. As a result, management concluded that the functional currency of Perseus Côte D'Ivoire Limited changed from United States Dollars (USD) to Euros (EUR) with effect from 1 January 2025.
The change reflects a shift in the underlying economic environment in which the entity operates. In particular:

- A significant proportion of revenue is denominated in EUR;
- Financing activities and cash flows are primarily denominated in EUR; and
- Management monitors performance and makes key decisions primarily in EUR.

Accordingly, EUR is considered to more faithfully represent the economic effects of the underlying transactions, events and conditions.

In addition, the Company has changed its presentation currency from USD to EUR in order to provide more relevant information to users of the financial statements.

The change in presentation currency has been applied retrospectively. Accordingly the Financial Report has been restated to EUR using the procedures below:

Foreign Currency AmountApplicable Exchange Rate
Income and expensesAverage rate prevailing for the relevant period
Assets and liabilitiesPeriod-end rate
EquityHistoric rate

The directors consider that the change in functional and presentation currency will reduce the exposure of the Company’s results to exchange rate volatility and provide more meaningful information to users of the financial statements.

Investments in subsidiaries
The investment in the equity of Perseus Mining Yaouré S.A. and Perseus Yaouré SARL are investments in subsidiaries and the company has elected to account for these at cost, less impairment. Financial assets measured at cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of an impairment, an impairment loss is recognised in the Income Statement.

Basic financial assets and liabilities
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

The intercompany loan is initially recognised at transaction price, adjusted for transaction costs, and subsequently measured at amortised cost using the effective interest method.

Income from shares in group undertakings
Income from shares in group undertakings is recognised when the right to receive payment is established.

Dividend distribution
Dividend distributions to the company’s shareholders are recognised as a liability in the company’s financial statements in the period in which the dividends are approved by the company’s shareholders.

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

3. EMPLOYEES AND DIRECTORS - continued

31.12.25 31.12.24
as restated
€    €   
Directors' remuneration - -

The Company does not have any employees other than the directors. The directors' remuneration for their services is borne by the parent company.

4. PROFIT BEFORE TAXATION

The profit before taxation is stated after charging/(crediting):
31.12.25 31.12.24
as restated
€    €   
Foreign exchange differences (97,822 ) 2,532,049

5. AUDITORS' REMUNERATION
31.12.25 31.12.24
as restated
€    €   
Fees payable to the company's auditors for the audit of the company's
financial statements

1,430

-

The audit fee for the year is partially borne by Perseus Mining Services Pty Ltd.

6. TAXATION

Analysis of tax expense
31.12.25 31.12.24
as restated
€    €   
Current tax:
Tax 39,103,266 35,213,436
Total tax expense in statement of comprehensive income 39,103,266 35,213,436

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

6. TAXATION - continued

Factors affecting the tax expense
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.25 31.12.24
as restated
€    €   
Profit before income tax 260,782,780 232,283,582
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 25%)

65,195,695

58,070,896

Effects of:
Items not taxable (26,092,429 ) (22,857,460 )
Tax expense 39,103,266 35,213,436

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2025.

31.12.24
Gross Tax Net
€    €    €   
Foreign Currency Translation 2,436,175 - 2,436,175

Dividends received from the subsidiary company Perseus Mining Yaouré S.A., a company incorporated in Côte D'Ivoire are subject to withholding tax at the rate of 15%.

7. DIVIDENDS
31.12.25 31.12.24
as restated
€    €   
Ordinary shares of €1 each
Interim and Final 220,700,000 199,500,000

8. PRIOR YEAR ADJUSTMENT

Comparatives have been restated to reflect the change in functional and presentational currency in the year.

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

9. INVESTMENTS
Shares in
group
undertaking
€   
COST
At 1 January 2025
and 31 December 2025 995,111
NET BOOK VALUE
At 31 December 2025 995,111
At 31 December 2024 995,111

On 27 May 2019, the company incorporated Perseus Mining Yaouré S.A. ("PMY") in Côte d'Ivoire with initial capital of XOF 600 000 000. At this date, the company owned 90% of the share capital of that company, in accordance with relevant legislation in Côte d'Ivoire that grants government interest 10% of all foreign investments in mining projects.

On 19 August 2020, certain assets and liabilities were transferred to PMY from another member of the Perseus Group, as part of a standard requirement of the mining legislation in Côte d'Ivoire to segregate mining from exploration operations, and to facilitate government ownership interests of the exploration activities. The result was a transfer of net assets with a value of XOF 6 000 000 to PMY from another member of the Perseus Group, in return for which PMY issued 600 new shares. Of these new shares, 10% (60 shares) were transferred to government interests, and the remaining 90% (540 shares) were transferred to Perseus Côte d'Ivoire Limited.

During the year, as part of a group reorganisation, the Company acquired 100% of the ordinary share capital of Perseus Yaouré SARL, an exploration company incorporated in Cote D'Ivoire. The investment has been recognised within fixed asset investments at cost of €0.001 in accordance with IAS 27 Separate Financial Statements, as adopted under FRS 101.

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.25 31.12.24
as restated
€    €   
Amounts owed by group undertakings 30,584,646 54,240,593

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.25 31.12.24
as restated
€    €   
Amounts owed to group undertakings 30,583,778 55,219,045

The intercompany loan is payable to the immediate and ultimate parent company, attracts no interest and has no set repayment date (i.e. is repayable on demand).

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

12. SECURED DEBTS

On 23 December 2025, the ultimate controlling party, Perseus Mining Limited, executed an amendment including upsize and extension of its existing syndicated loan facility. Prior to the amendment and extension, the syndicated loan maturity was US$300 million out to March 2026. The amended facility was increased to US$400 million plus a US$100 million Accordion Option. It has a three-year term plus an option to extend for two years (on a 1+1 basis).

The $400 million revolving corporate cash advance facility is a secured facility provided by a consortium of eight international banks comprising Macquarie Bank Limited, Citibank N.A., (Sydney Branch), JPMorgan Chase Bank, N.A., (Sydney Branch) and Standard Chartered Bank, (Australia Branch) from Australia, Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division), Absa Bank (Mauritius) Limited, FirstRand Bank Limited (acting through its Rand Merchant Bank Division) and The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking Division) from South Africa. The facility is undrawn as at 31 December 2025 and date of signing of these financial statements.

The SFA includes securities and guarantees over all assets of Perseus Côte D'Ivoire Limited.

13. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.25 31.12.24
value: as restated
€    €   
2 Ordinary £1 3 3

14. RESERVES
Foreign
currency
Retained translation
earnings reserve Totals
€    €    €   

At 1 January 2025 (2,554,390 ) 2,613,481 59,091
Profit for the year 221,679,514 221,679,514
Dividends (220,700,000 ) (220,700,000 )
Impact of change in functional
currency 2,613,481 (2,613,481 ) -
At 31 December 2025 1,038,605 - 1,038,605

The foreign currency translation reserve in the prior year relates to the translation of the Company's financial statements following the change in presentation currency with effect from 1 January 2025, as described in the accounting policies. With effect from 1 January 2025, the functional and presentation currency is the same (EUR) therefore the reserve was eliminated against currency differences arising from the conversion of other equity balances (share capital and retained earnings). The transfer had no effect on total equity or profit for the year.

Perseus Côte D'Ivoire Limited (Registered number: 10152865)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2025

15. ULTIMATE PARENT COMPANY

Perseus Mining Limited (incorporated in Australia ) is regarded by the directors as being the company's ultimate parent company.

The registered office of Perseus Mining Limited is:

Level 2,
437 Roberts Road,
Subiaco,
Western Australia 6008,
Australia

The audited group accounts may be obtained from their website at www.perseusmining.com

16. RELATED PARTY DISCLOSURES

During the year as part of an internal group reorganisation, the Company acquired 100% of the ordinary share capital of Perseus Yaouré SARL from Amara Mining Côte d'Ivoire Ltd, a fellow subsidiary undertaking within the Perseus Mining Ltd group. The consideration paid for the transfer was CFA 1 (approximately €0.001).

17. RESTATEMENT OF COMPARATIVES FOLLOWING CHANGE IN PRESENTATION CURRENCY

Following the change in presentation currency from United States Dollars (USD) to Euros (EUR), as described in the accounting policies, the comparative information for the year ended 31 December 2024 has been restated.
The financial statements have been translated into EUR in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, as adopted in FRS 101. The principal exchange rates used were as follows:

USD:EUR
Closing rate at 31 December 2024 0.96280
Average rate for the year ended 31 December 2024 0.92460


Impact on the Statement of Financial Position
As Previously
Reported Adjustment Restated
(USD) (EUR)
Non-current assets 1,033,565 (38,454 ) 995,111
Current assets 56,380,492 (2,097,464 ) 54,283,028
Current liabilities (57,352,679 ) 2,133,634 (55,219,045 )
Net current liabilities (972,187 ) 36,170 (936,017 )
Total assets less current liabilities 61,378 (2,284 ) 59,094
Shareholders' funds 61,378 (2,284 ) 59,094

Impact on the Statement of Profit or Loss
As Previously
Reported Adjustment Restated
(USD) (EUR)
Turnover - - -
Operating Loss (2,739,938 ) 206,585 (2,533,353 )
Profit before taxation 254,738,337 (22,454,755 ) 232,283,582
Profit for the financial year 216,126,442 (19,056,296 ) 197,070,146