Aurelia Mining Limited - Filleted accounts

Registered number

13309880

Aurelia Mining Limited

Filleted Accounts

31 December 2025

Aurelia Mining Limited
Registered number:		13309880
Balance Sheet
as at 31 December 2025

Notes			2025			2024
£				£
Fixed assets
Investments	3		574,226			574,226
Trade and other receivables	4		1,081,528			925,425
			1,655,754			1,499,651

Current assets
Debtors	4	18,295			18,295
Cash at bank and in hand		351			722
		18,646			19,017

Creditors: amounts falling due within one year	5	(293,454)			(135,031)

Net current liabilities			(274,808)			(116,014)

Net assets			1,380,946			1,383,637

Capital and reserves
Called up share capital	6		250			248
Share premium			1,442,239			1,386,954
Other reserves	7		770,863			607,619
Profit and loss account			(832,406)			(611,184)

Shareholders' funds			1,380,946			1,383,637

The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006.
The members have not required the company to obtain an audit in accordance with section 476 of the Act.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.




Julian Hammond
Director
Approved by the board on 5 October 2026

Aurelia Mining Limited
Notes to the Accounts
for the year ended 31 December 2025


1	Accounting policies

	Basis of preparation
	The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard) and the requirements of the Companies Act 2006. The accounts are prepared in sterling, which is the functional currency of the company. Monetary amounts in these accounts are rounded to the nearest £. The accounts are prepared under the historical cost convention. The principal accounting policies adopted are set out below. The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this company is the parent qualifies as a small group. The accounts present information about the company as an individual entity and not about its group.

	Going concern
	The Company is dependent upon its ability to raise new equity and/or debt finance in order to fund its future operations, without which there would be significant doubt about its ability to continue as a going concern as well as its ability to realise its assets and discharge its liabilities in the ordinary course of business. The directors currently anticipate being able to raise such finance to enable the Company to continue as a going concern and to meet its obligations as they fall due.

	Investments
	Investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. Entities in which the company has a long-term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

	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.

	Share-Based Payments
	Share options and warrants issued by the parent company Zamare Minerals Limited have been recharged to the company via inter company and recognised in profit and loss in accordance with FRS 102, Section 26, on the basis the employment costs are transacted through the company.

	Financial instruments
	The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the accounts, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include debtors and cash and bank balances, are initially measures at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. Other financial assets Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

	Financial instruments (continued)
	Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. Classification of financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Basic financial liabilities Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measures at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest rate method. Other financial liabilities Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date the derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. Derecognition of financial liabilities Financial liabilities are derecognised when the company's obligations expire or are discharged or cancelled.

	Equity instruments
	Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

	Taxation
	A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference. Current and deferred tax assets and liabilities are not discounted.

	Provisions
	Provisions (i.e. liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

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

	Employee benefits
	The costs of short-term employee benefits are recognised as a liability and an expense. Termination benefits are recognised immediately as an expense where the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2	Employees					2025		2024
Number							Number
	Average number of persons employed by the company
	including directors					2		2

3	Investments
Investments in
subsidiary
undertakings
£
	Cost
	At 1 January 2025							574,226

	At 31 December 2025							574,226

	The company owns 100% of the ordinary shares of Iron Ore Mining Limited, whose country of incorporation is Nigeria Abd principal activity is mineral exploration.

4	Debtors					2025		2024
£							£

	Other debtors					18,295		18,295

	Amounts due after more than one year: Loan to subsidiary					1,081,528		925,425

	The loan due from Iron Ore Mining Limited is non-interest bearing and repayable on 31 December 2028.

5	Creditors: amounts falling due within one year					2025		2024
£							£

	Other loans					187,926		48,106
	Other creditors					105,528		86,925
						293,454		135,031

	On 11 October 2024, the Company entered into an agreement with MBO Capital Management Limited for a loan facility of US$300,000 with an annual interest rate of 17%. The facility can be drawn down in tranches and repayments are due monthly with a final repayment date of 22 October 2026. The loan has been guaranteed by the Company’s subsidiary and is secured on the subsidiary company’s mining equipment.

6	Share capital	2025		2024		2025		2024
Number			Number		£		£

	Ordinary share capital
	issued and fully paid

	Ordinary of 0.1p each	2,055,266		2,055,266		248		234

						248		234

	Other reserves Other reserves comprise of option reserves as set out in the Statement of Changes in Equity. The option reserves relate to stock options issued to employees and consultants under the Company’s stock option plan, details of which are disclosed below. Warrants In connection with a loan facility arranged for the Company’s wholly owned subsidiary, the Company has issued the lender with 18,750 warrants over the Company’s shares with a price of US$1.82. There are no performance conditions attached to the warrants and all the granted warrants were immediately vested. Warrants are equity settled share based payment transactions. The Company has valued these warrants at initial recognition using the Black-Scholes pricing model at £3,376 using the following average assumptions: a. Weighted average fair value US$0.2337 b. Risk free rate pa 4.03% c. Expected term 2 years d. Volatility 26% e. Dividend nil
	Share options Under the option plan adopted by the Company, the Company may grant stock options to any director, employee or consultant of the Company. The number of options outstanding and exercisable at 31 December 2025 by exercise price were as follows: 1. 557,333 (2024: 421,333) options with exercise price of £0.001 and weighted average remaining term of 3.6 years, all of which were exercisable when issued. 136,000 (2024: 186,667) of these options were granted during the year. These share-based payment grants were accounted for in the Statement of Profit of Loss at a cost of £1.50 per option based on the price of recent share issuances made by the Company. 2. 70,000 options granted in 2024 with exercise price of £1.50 and weighted average remaining term of 2.9 years all of which were exercisable. The fair value of these share-based payment grants was estimated using the Black-Scholes pricing model using the following assumptions: a. Weighted average fair value £0.98 b. Risk free rate pa 4.17% c. Expected term 3.3 years d. Volatility 26% e. Dividend nil f. Forfeiture rate pa nil g. Weighted average share price of options exercised in year £1.50 A share-based payments expense of £163,244 was recognised during the year (2024: £314,775).

7	Other reserves					2025		2024
£							£

	Other reserves brought forward					607,619		292,844
	Share-based payments					163,244		314,775
						770,863		607,619

	Other reserves include reserves arising on the issuance of options, warrants and are denoted together as “other reserves” on the consolidated statement of financial position. These reserves are non-distributable.

8	Events after the reporting date

	There were no material events after the reporting period which have a bearing on the understanding of the financial statements.


9	Contingent liabilities

	On 21 May 2021, the Company acquired 100% of the issued share capital of Iron Ore Mining Limited for consideration payments to date comprising 632,678 shares in the Company and cash payments of US$150,000 (£116,719). Further cash payments are due of up to US$250,000 if certain exploration and production milestones are met by Iron Ore Mining Limited. On August 19, 2024 the Company entered into an agreement for the acquisition from Natres Advisors Nigeria Limited of two mineral exploration licences in Nigeria for consideration comprising US$30,000 cash and 228,740 ordinary shares of the Company to be issued when the licences have been transferred into the name of the subsidiary company nominated by the Company.

10	Related party transactions

	The following transactions were carried out with related parties: Loan receivables from related party, Iron Ore Mining Limited £1,081,529 (2024: £925,425).

11	Controlling party

	The Company has no ultimate controlling party.

12	Other information

	Aurelia Mining Limited is a private company limited by shares and incorporated in England. Its registered office is:
	71-75 Shelton Street
	London
	England
	WC2H 9JQ