| REGISTERED NUMBER: 03156769 (England and Wales) |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2026 |
| REGISTERED NUMBER: 03156769 (England and Wales) |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 JANUARY 2026 |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the year ended 31 January 2026 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditor | 6 |
| Consolidated Income Statement | 10 |
| Consolidated Other Comprehensive Income | 11 |
| Consolidated Balance Sheet | 12 |
| Company Balance Sheet | 13 |
| Consolidated Statement of Changes in Equity | 14 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Financial Statements | 18 |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY |
| COMPANY INFORMATION |
| for the year ended 31 January 2026 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITOR: |
| Wey Court West |
| Union Road |
| Farnham |
| Surrey |
| GU97PT |
| BANKERS: | Bank of Ireland |
| 6-7 Lower O'Connell Street, |
| Dublin, 1 |
| DO1 X324 |
| IRELAND |
| SOLICITORS: |
| 5 Fleet Place,London |
| EC4M 7RD,United Kingdom |
| Chinawa Attorneys |
| 221 Fife Avenue, |
| Harare, Zimbabwe |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 January 2026 |
| The Directors present their report and the audited financial statements of the Group and the Company for the year ended 31st January 2026 |
| PRINCIPAL ACTIVITY |
| The Group's gold interests in Zimbabwe are held by Tinker Mining (Private) Limited, a locally registered and 100% owned subsidiary company. Building shareholder value is best achieved through defining a resource at economic grades and being in production. Actions taken by the board are focused on meeting these objectives. |
| REVIEW OF BUSINESS |
| There have been significant developments involving our wholly owned subsidiary Tinker Mining (Pvt) Ltd ("Tinker Mining") and Mining Lease 29 ("ML 29") with consent to mine for gold. |
| As reported previously, Tinker Mining secured a High Court order (HCH 176/25) in February 2025 to evict all illegal occupants within ML 29. The order also declared that Tinker Mining is the sole and lawful title holder to ML 29. This important ruling was uncontested by the Ministry of Mines. |
| In January 2026 the High Court, Harare granted our application that the Provincial Mining Director, Gwanda and the Minister of Mines furnish the full particulars of all registrations of mineral rights within ML 29. It subsequently emerged that Mine Vacuuming Services Ltd, (“MVS”) a company owned by a former owner of Montezuma's 40 contiguous blocks, claimed title to ML 29. This directly conflicted with Provincial Mining Director, Gwanda position in April 2026 that "according to records held at the office, Mining Lease 29 is held by Tinker Mining (Pvt) Ltd and the lease is current. Under HCH 176/25 any mining title that may be within ML29 will be accordingly cancelled". |
| MVS claimed in the High Court Bulawayo that it held title to ML 29. Additionally, as it was not a party to HCH176/25 it could not be subject to the High Court Harare order. On 22nd September 2026 Tinker Mining lodged an application for a Declaratory Order and Consequential Relief in the High Court Harare against MVS citing the ruling made in HCH 176/25. Court documents filed by MVS have failed to provide written confirmation the Minister of Mines has cancelled Tinker Mining’s lease or granted MVS title to ML 29. Our lawyers are confident that MVS will be made subject to HCH 176/25. MVS continues to mine gold on ML 29. A logistics team to enforce eviction and safeguard ML 29 from future illegal occupation will follow a successful High Court Harare order expected by mid November 2026 or earlier. |
| On 8th June 2026 while negotiating the sale of Tinker Mining 100% equity interest to Gold Rock Investment Ltd, who operates 8 gold mines in Zimbabwe, the Ministry of Mines announced a new policy impacting on foreign owned mining companies. The small scale mining sector in Zimbabwe is reserved exclusively for Zimbabwean citizens and Zimbabwean citizen wholly owned entities. The new policy defined small to medium scale gold mining as mining operations with monthly gold production of up to 20 kilograms per month and/or capital investment in the mining project of up to US$15ml. Montezuma is not in gold production and our investment in Tinker Mining and Montezuma is considerably less than US$15ml. Effective from 1st January 2027 Montezuma in its current exploration state would be ceded without compensation to Zimbabwean citizens and Zimbabwean citizen wholly owned entities. In our negotiations with Gold Rock we became a price taker over a price maker. |
| The deal structure changed with the Royalty Agreement replaced by a Services Agreement. The Share Purchase Agreement (“SPA”) consideration remains unaltered. Payments due under the Services Agreement commence when commercial gold production is underway and half yearly sums are paid over 4 years. Amounts payable are linked to the gold price being under or over US$3,500 per oz in the next 4 years. The combined consideration payable to Itinerant Resources is between US$9.85ml and US$12.5ml.Both parties signed the agreements on 14th June 2026. A US$350,000 deposit was received by the Company with the remainder payable subject to satisfactory completion of conditions precedent binding on the Company and its directors. These include drilling and exploration activities over a 6 to 9 month period from the date of signing. These results are not conditions precedent. Because of MVS occupation of ML 29, Gold Rock has yet to enter the Montezuma tenement. |
| Under the SPA, Gold Rock International is responsible for the eviction of illegal occupants on ML 29. If Tinker Mining is successful in the High Court Harare as it was under HCH176/25 Gold Rock will immediately start drilling and exploration activities. The SPA prohibits Gold Rock or its affiliates from processing gold at ML 29 other than for trial mining and metallurgical testing. |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 January 2026 |
| Tinker Mining is the company's only subsidiary registered in Zimbabwe. Once its ownership is transferred to Gold Rock under the SPA, Itinerant Resources will form a new wholly owned subsidiary in Zimbabwe to receive payments under the Services Agreement to meet exchange control, taxation and local regulatory requirements. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 January 2026. |
| RESULTS |
| The Group loss for the year amounted to £70,233 (2025: £38,676). Shareholders' funds decreased by £70,527 (2025 decreased by £24,963 ) during the year. |
| FUTURE DEVELOPMENTS |
| The company is fully focused on meeting our obligations under the Share Purchase Agreement. Our title to ML 29 has been confirmed under HCH 176/25 and in the Provincial Mining Director, Gwanda letter of 26th April 2026. There remains a risk that Mine Vacuuming Services will be successful in our forthcoming High Court Harare court case. Court documents filed by MVS have failed to provide written confirmation the Minister of Mines has cancelled Tinker Mining’s lease or granted MVS title to ML 29. Our lawyers are confident that MVS will be made subject to HCH 176/25. |
| Tinker Mining has settled inspection fees arrears and with a differential GPS survey filed with the Ministry of Mines, a new requirement, an inspection certificate has been secured up to 14th July 2026. The current renewal is under discussion with Gold Rock following an earlier agreement. The current inspection renewal fee has been paid. |
| Bringing Rural District Community fee arrears up to date are being handled by our local representative. |
| The matters above are the significant conditions to be satisfied prior to a closing. Others are administrative issues the board will deal with ahead of transaction closure date. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report. |
| POLITICAL DONATIONS AND EXPENDITURE |
| The Company or Group has not made a charitable or political donation during the year. |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 January 2026 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Group is exposed to resource, country, licensing, political, regulatory and financing risks. Under the Mines and Minerals Act, Tinker Mining (Pvt) Ltd is obliged to produce gold. For valid reasons, Montezuma has not produced gold. Past exploration and technical studies completed on Montezuma has identified many drill targets, but work was impossible due to illegal mining on the tenement. High Court orders granted Tinker Mining the right to evict all illegal occupants, subject to the current legal challenge from Mine Vacuuming Services (Pvt) Ltd. Tinker Mining continues to make monthly returns to the Ministry of Mines for ore disposed and labour levels. |
| Under the Share Purchase Agreement with Gold Rock Investment Ltd, Tinker Mining and its directors must meet several conditions precedent before completion. These obligations include providing good title to ML 29, current inspection certificate, Differential GPS Survey, no outstanding liabilities or litigation pending or underway. We believe these can be met. Failure to do so could result in a financial and/or legal claim against the group and its directors personally. |
| After due inquiries made, your board is satisfied that Gold Rock Investment Ltd can meet their performance and financial obligations under the Share Purchase Agreement and Services Agreement. In doing so, Tinker Mining and Montezuma will be compliant with the Mines and Minerals Act wherein ML 29 must produce gold. Gold Rock Investment Group can satisfy the Ministry of Mines recent policy declaration impacting foreign owned mining companies effective from 1st January 2027. |
| The foregoing risks are regularly monitored by your board. |
| KEY PERFORMANCE INDICATORS |
| The Group's key performance indicators include: |
| -Protecting our mining lease from cancellation |
| -Meeting our regulatory obligations |
| -Discharging our responsibilities under a Share Purchase Agreement and Services Agreement agreements with Gold Rock Investment in a timely and legally compliant manner |
| - Ensuring the consideration due to Itinerant Resources is received promptly and in compliance with regulatory obligations. |
| 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 the group and of the profit or loss of the group 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; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 January 2026 |
| 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 group's auditor is 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 group's auditor is aware of that information. |
| AUDITOR |
| The auditors, Shaw Gibbs Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY |
| Opinion |
| We have audited the financial statements of Itinerant Resources Public Limited Company (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 of the state of the group's and of the parent company affairs as at 31 January 2026 and of the group's loss 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 Auditor 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 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. |
| Material Uncertainty Related 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 group's and the parent 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 Auditor 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 AUDITOR TO THE MEMBERS OF |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY |
| 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 Auditor 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: |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities skills to identify or recognise non-compliance with applicable laws and regulations; |
| - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including compliance with the Companies Act 2006,data protection,anti-bribery, employment, environmental and health and safety legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making |
| enquiries of management and inspecting legal correspondence; and identified laws and regulations were communicated with the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions: |
| - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
| - investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation: |
| - enquiring of management as to actual and potential litigation and claims; and |
| - reviewing correspondence with Companies House and other relevant regulators. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to; enquiry of the directors and other management, and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from deliberate concealment or collusion, |
| 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 Auditor. |
| REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY |
| 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 Auditor 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. |
| for and on behalf of |
| Wey Court West |
| Union Road |
| Farnham |
| Surrey |
| GU97PT |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| CONSOLIDATED |
| INCOME STATEMENT |
| for the year ended 31 January 2026 |
| 2026 | 2025 |
| Notes | £ | £ |
| TURNOVER | - | - |
| Administrative expenses | (19,586 | ) | 2,788 |
| OPERATING (LOSS)/PROFIT | 5 | (19,586 | ) | 2,788 |
| Interest payable and similar expenses | 6 | (50,751 | ) | (41,573 | ) |
| LOSS BEFORE TAXATION | (70,337 | ) | (38,785 | ) |
| Tax on loss | 7 | 104 | 109 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (70,233 | ) | (38,676 | ) |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| for the year ended 31 January 2026 |
| 2026 | 2025 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | (70,233 | ) | (38,676 | ) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(70,233 |
) |
(38,676 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (70,233 | ) | (38,676 | ) |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| CONSOLIDATED BALANCE SHEET |
| 31 January 2026 |
| 2026 | 2025 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 1,105,134 | 1,066,791 |
| Investments | 10 | - | - |
| 1,105,134 | 1,066,791 |
| CURRENT ASSETS |
| Cash at bank | 723 | 7,047 |
| CREDITORS |
| Amounts falling due within one year | 12 | (453,502 | ) | (362,126 | ) |
| NET CURRENT LIABILITIES | (452,779 | ) | (355,079 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
652,355 |
711,712 |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
(520,495 |
) |
(509,325 |
) |
| NET ASSETS | 131,860 | 202,387 |
| CAPITAL AND RESERVES |
| Called up share capital | 14 | 922,338 | 922,338 |
| Share premium | 15 | 727,668 | 727,668 |
| Retained earnings | 15 | (1,518,146 | ) | (1,447,619 | ) |
| SHAREHOLDERS' FUNDS | 131,860 | 202,387 |
| The financial statements were approved by the Board of Directors and authorised for issue on 22 October 2026 and were signed on its behalf by: |
| P Walsh - Director |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| COMPANY BALANCE SHEET |
| 31 January 2026 |
| 2026 | 2025 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Investments | 10 |
| CURRENT ASSETS |
| Debtors | 11 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 12 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
13 |
( |
) |
( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Share premium | 15 |
| Retained earnings | 15 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's loss for the financial year | (70,609 | ) | (38,920 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| for the year ended 31 January 2026 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 February 2024 | 908,501 | (1,408,943 | ) | 727,792 | 227,350 |
| Changes in equity |
| Issue of share capital | 13,837 | - | (124 | ) | 13,713 |
| Total comprehensive income | - | (38,676 | ) | - | (38,676 | ) |
| Balance at 31 January 2025 | 922,338 | (1,447,619 | ) | 727,668 | 202,387 |
| Changes in equity |
| Total comprehensive income | - | (70,527 | ) | - | (70,527 | ) |
| Balance at 31 January 2026 | 922,338 | (1,518,146 | ) | 727,668 | 131,860 |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| for the year ended 31 January 2026 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 February 2024 | ( |
) |
| Changes in equity |
| Issue of share capital | - | ( |
) |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 January 2025 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 January 2026 | ( |
) |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| CONSOLIDATED CASH FLOW STATEMENT |
| for the year ended 31 January 2026 |
| 2026 | 2025 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 82,960 | 85,805 |
| Interest paid | (50,751 | ) | (41,573 | ) |
| Tax paid | 104 | 109 |
| Net cash from operating activities | 32,313 | 44,341 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (38,343 | ) | (52,101 | ) |
| Net cash from investing activities | (38,343 | ) | (52,101 | ) |
| Cash flows from financing activities |
| Share issue | - | 13,837 |
| Net cash from financing activities | - | 13,837 |
| (Decrease)/increase in cash and cash equivalents | (6,030 | ) | 6,077 |
| Cash and cash equivalents at beginning of year |
2 |
7,047 |
769 |
| Effect of foreign exchange rate changes | (294 | ) | 201 |
| Cash and cash equivalents at end of year | 2 | 723 | 7,047 |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| for the year ended 31 January 2026 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2026 | 2025 |
| £ | £ |
| Loss before taxation | (70,337 | ) | (38,785 | ) |
| Finance costs | 50,751 | 41,573 |
| (19,586 | ) | 2,788 |
| Increase in trade and other creditors | 102,546 | 83,017 |
| Cash generated from operations | 82,960 | 85,805 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 January 2026 |
| 31.1.26 | 1.2.25 |
| £ | £ |
| Cash and cash equivalents | 723 | 7,047 |
| Year ended 31 January 2025 |
| 31.1.25 | 1.2.24 |
| £ | £ |
| Cash and cash equivalents | 7,047 | 769 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.2.25 | Cash flow | At 31.1.26 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 7,047 | (6,324 | ) | 723 |
| 7,047 | (6,324 | ) | 723 |
| Total | 7,047 | (6,324 | ) | 723 |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the year ended 31 January 2026 |
| 1. | STATUTORY INFORMATION |
| Itinerant Resources Plc is a public limited company, registered in England and Wales, The company's registered number and registered office address can be found on the General Information page. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The Group consolidates the financial statements of the Company and its subsidiary undertaking made up to 31 January 2026. The subsidiary undertaking is accounted for using the acquisition method of accounting. |
| No income statement is presented for the Company as permitted by Section 408 of the Companies Act 2006. The loss for the group for the year was £70,233 (2025: £38,676). |
| Critical accounting judgements and key sources of estimation uncertainty |
| (1) Exploration and evaluation |
| The assessment of whether operating expenses and directors’ emoluments are capitalised or expensed involves judgement. Management consider the nature of each cost incurred and whether it is deemed appropriate to capitalise it within exploration and evaluation assets. Given the activity of the directors and resultant operating costs are primarily focused on the company’s mining prospects, the directors consider it appropriate to capitalise a portion of directors’ emoluments and operating expenses. |
| (2) Going concern |
| The preparation of the financial statements requires an assessment on the validity of the going concern assumption. The validity of the going concern assumption is dependent on the successful further development and ultimate production of the mineral reserves and the availability of sufficient finance to bring the reserves to economic maturity and profitability. The realisation of the intangible assets depends on the successful discovery and development of economic reserves. The directors have reviewed the proposed programme for exploration and evaluation assets and on the basis of the capital funding achieved to date and the cash requirements of the company for the forthcoming year, consider it appropriate to prepare financial statements on the going concern basis. In June 2026, the directors signed a contract to sell the subsidiary to a third party and a deposit of US$350,000 was received by Itinerant Resources PLC in relation to this sale. |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the year ended 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Intangible assets - mining interest |
| The Company accounts for mineral expenditure as follows: |
| Capitalisation |
| Certain costs (other than payments to acquire the legal rights to explore) incurred prior to acquiring the rights to explore are charged directly to the income statement. Exploration, appraisal and development expenditure incurred on exploring and testing exploration prospects are accumulated and capitalised as intangible exploration and evaluation (E&E) assets. Capitalised costs include geological and geophysical costs and other direct costs of exploration (drilling, trenching, sampling and technical feasibility and commercial viability activities.) In addition, capitalised costs includes an allocation from operating expenses including consultancy fees, all such costs which are deemed by management to be directly related to exploration and evaluation activities. |
| E&E costs are not amortised prior to the conclusion of appraisal activities. At completion of appraisal activities if technical feasibility is demonstrated and commercial reserves are discovered, then the carrying amount of the relevant E&E asset will be reclassified as a development and production asset, once the carrying value of the asset has been assessed for impairment. |
| If following completion of appraisal activities in an area, it is not possible to determine technical feasibility and commercial viability, or the right to explore expires, then the costs of such unsuccessful exploration and evaluation are written off to the income statement in the period in which the event occurred. |
| Impairment |
| If facts and circumstances indicate that the carrying value of an E&E asset may exceed its recoverable amount, an impairment review is performed. The following are indicators of impairment. |
| - The right to explore in an area has expired, or will expire in the near future, without renewal. |
| - No further exploration or evaluation is planned or budgeted for. |
| - A decision has been made to discontinue exploration and evaluation in an area, because of the absence of commercial reserves. |
| - Sufficient data exists to indicate that the carrying amount will not be fully recovered from future development and production. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| 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. |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the year ended 31 January 2026 |
| 2. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average monthly numbers of persons, including executives directors, employed by the Group during the year were: |
| 2026 | 2025 |
| No | No |
Executive directors |
2 |
2 |
| 4. | DIRECTORS' EMOLUMENTS |
| 2026 | 2025 |
| £ | £ |
| Directors' remuneration | - | - |
| 5. | OPERATING (LOSS)/PROFIT |
| The operating loss is stated after charging: |
| 2026 | 2025 |
| £ | £ |
| Auditors' remuneration | 6,409 | 4,758 |
| Foreign exchange differences | 9,166 | (11,704 | ) |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2026 | 2025 |
| £ | £ |
| Loan interest | 50,751 | 41,573 |
| 7. | TAXATION |
| Analysis of the tax credit |
| The tax credit on the loss for the year was as follows: |
| 2026 | 2025 |
| £ | £ |
| Current tax: |
| Overseas tax | (104 | ) | (109 | ) |
| Tax on loss | (104 | ) | (109 | ) |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the year ended 31 January 2026 |
| 8. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 9. | INTANGIBLE FIXED ASSETS |
Group |
Exploration & Evaluation Assets |
Total |
| £ | £ |
| At 1 February 2025 | 1,066,791 | 1,066,791 |
| Other Cost | 38,343 | 38,343 |
| At 31 January 2026 | 1,105,134 | 1,105,134 |
| Amortisation |
| At 1 February 2025 | - | - |
| Charge for the year | - | - |
| At 31 January 2026 | - | - |
| Net Book Value 2026 | 1,105,134 | 1,105,134 |
| Net Book Value 2025 | 1,066,791 | 1,066,791 |
| 10. | FIXED ASSET INVESTMENTS |
| Share/Loan in group undertaking |
| COST | £ |
| At 1 February 2025 and 31st January 2026 | 418,341 |
| NET BOOK VALUE |
| At 31 January 2026 | 418,341 |
| At 31 January 2025 | 418,341 |
| Subsidiary Undertakings |
| The wholly owned subsidiary of the Company at 31 January 2026 which has been consolidated is: |
Company |
Total Allocated Capital |
Percentage held |
Country of Incorporation & Operations |
Nature of Business |
| Tinker Mining (Pvt) Limited |
50 Ordinary shares of US$1 |
100% |
Zimbabwe |
Mineral Exploration |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the year ended 31 January 2026 |
| 11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Company |
| 2026 | 2025 |
| £ | £ |
| Other debtors - Intercompany |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2026 | 2025 | 2026 | 2025 |
| £ | £ | £ | £ |
| Accrued expenses | 453,502 | 362,126 |
| 13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2026 | 2025 | 2026 | 2025 |
| £ | £ | £ | £ |
| Other creditors | 520,495 | 509,325 |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2026 | 2025 |
| value: | £ | £ |
| Ordinary | £0.01 | 922,338 | 922,338 |
| 15. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 February 2025 | (1,447,619 | ) | 727,668 | (719,951 | ) |
| Deficit for the year | (70,233 | ) | (70,233 | ) |
| Share issue adjustment | (294 | ) | - | (294 | ) |
| At 31 January 2026 | (1,518,146 | ) | 727,668 | (790,478 | ) |
| ITINERANT RESOURCES |
| PUBLIC LIMITED COMPANY (REGISTERED NUMBER: 03156769) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the year ended 31 January 2026 |
| 15. | RESERVES - continued |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 February 2025 | ( |
) | (301,168 | ) |
| Deficit for the year | ( |
) | ( |
) |
| At 31 January 2026 | ( |
) | (371,777 | ) |
| 16. | RELATED PARTY DISCLOSURES |
| During the year £2,500 (2025: £3,102) was charged by Derivan & Co. Chartered Accountants, for professional fees and out of pocket expenses incurred on behalf of the Company. Peter R. Walsh, a director and shareholder of the Company, is also a principal of Derivan & Co. At the year-end an amount of £99,551 (2025: £97,051) was included within creditors for the Group and Company. |
| The Company engaged Flagstone Consultants Ltd in November 2009 to provide business advisory services. Maurice O'Brien, a director and shareholder of the Company, is also a director of Flagstone Consultants Ltd. During the year, £8,670 (2025: £8,367) was charged by Flagstone Consultants Ltd for business advisory service fees which are being accrued. At the year-end an amount of £207,662 (2025: £198,992) was included within creditors for the Group and Company. |
| A related party has made payments on behalf of the Group since 2010. Under the terms of a loan agreement the related party's loan is secured by a charge over the intellectual property, database, files, records and geographical studies relating to the intangible assets of the group. The company accrues interest at 16.5% per annum on amounts owed to a related party. The current year interest of £50,751 (2025: £41,573) is included in administration expenses. |
| 17. | POST BALANCE SHEET EVENTS |
| In June 2026, the company entered into an agreement to sell the entire share capital of Tinker Mining for a total consideration of US$2,080,000. Under a Services Agreement wherein Itinerant Resources, through a new wholly owned Zimbabwe registered subsidiary, will receive further payments linked to the prevailing gold price being over or under US$3,500 per oz. Such payments, made half yearly, will commence when commercial gold production starts on Montezuma. The total consideration due from Gold Rock Investment Ltd is between US$9.85ml and US$12.5ml of which US$350,000 has been already paid to Itinerant Resources. |
| The board will consider optimal ways of dealing with monies received from Gold Rock including making distributions to our shareholders from a debt free balance sheet. |