Company registration number 11417276 (England and Wales)
METAL CAPITAL EXPLORATION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
METAL CAPITAL EXPLORATION LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
METAL CAPITAL EXPLORATION LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 JUNE 2026
30 June 2026
- 1 -
2026
2025
Notes
£
£
£
£
Non-current assets
Investments
5
42,781,116
34,610,610
Current assets
Trade and other receivables
7
68
68
Current liabilities
8
(1,861,406)
(18,598)
Net current liabilities
(1,861,338)
(18,530)
Total assets less current liabilities
40,919,778
34,592,080
Equity
Called up share capital
10
43,200,100
36,856,400
Retained earnings
(2,280,322)
(2,264,320)
Total equity
40,919,778
34,592,080

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the income statement within the financial statements.

The financial statements were approved by the board of directors and authorised for issue on 19 October 2026 and are signed on its behalf by:
R W J Edwards
Director
Company registration number 11417276 (England and Wales)
METAL CAPITAL EXPLORATION LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026
- 2 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 July 2024
32,160,700
(2,263,176)
29,897,524
Year ended 30 June 2025:
Loss and total comprehensive income
-
(1,144)
(1,144)
Transactions with owners:
Conversion of loan
10
4,695,632
-
4,695,632
Other movements
68
-
68
Balance at 30 June 2025
36,856,400
(2,264,320)
34,592,080
Year ended 30 June 2026:
Loss and total comprehensive income
-
(16,002)
(16,002)
Transactions with owners:
Conversion of loan
10
6,343,700
-
6,343,700
Balance at 30 June 2026
43,200,100
(2,280,322)
40,919,778
METAL CAPITAL EXPLORATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
- 3 -
1
Accounting policies
Company information

Metal Capital Exploration Limited is a private company limited by shares incorporated in England and Wales. The registered office is Level 1 115 Park Street, Mayfair, London, W1K 7AP. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Sandfire Resources Ltd. The group accounts of Sandfire Resources Ltd are available to the public and can be obtained as set out in note 12.

Group accounts

 

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Metal Capital Exploration Limited is a wholly owned subsidiary of Sandfire Resources Botswana Pty Ltd and the results of Metal Capital Exploration Limited are included in the consolidated financial statements of Sandfire Resources Ltd which are available from Sandfire.com.au.

1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. This is based on the assumption that the Company's parent undertaking will make adequate funds available to the company should they be required, in order for it to meet its liabilities as and when they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Non-current investments

Interests in subsidiaries 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.

METAL CAPITAL EXPLORATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 4 -
1.4
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end 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 of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.5
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are measured at cost.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.6
Equity instruments

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

1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

 

 

 

 

METAL CAPITAL EXPLORATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 5 -
2
Auditors Remuneration

Fees payable to the company’s auditor for the audit of the company’s financial statements for the year were £8,750. The fees have not been accrued in the financial statements as the directors consider the amount to be immaterial.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2026
2025
Number
Number
3
3
4
Taxation
2026
2025
£
£

The charge for the year can be reconciled to the loss per the income statement as follows:

2026
2025
£
£
Loss before taxation
(16,002)
(1,144)
Expected tax credit based on a corporation tax rate of 25.00% (2025: 25.00%)
(4,001)
(286)
Tax losses surrendered to group company
4,001
286
Taxation charge for the year
-
-
METAL CAPITAL EXPLORATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 6 -
5
Investments
Current
Non-current
2026
2025
2026
2025
£
£
£
£
Investments in subsidiaries
-
-
42,781,116
34,610,610
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 July 2025
34,610,610
Additions
8,170,506
At 30 June 2026
42,781,116
Carrying amount
At 30 June 2026
42,781,116
At 30 June 2025
34,610,610
6
Subsidiaries

Details of the company's subsidiaries at 30 June 2026 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Tshukudu Exploration (Pty) Ltd
1
Ordinary
100.00

Registered office addresses:

1
Plot 2482b, Tshekedi Crescent, Extension 9, Gaborone, Botswana
7
Trade and other receivables
2026
2025
£
£
Amount owed by parent undertaking
68
68

 

METAL CAPITAL EXPLORATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 7 -
8
Liabilities
2026
2025
Notes
£
£
Trade and other payables
9
1,861,406
18,598
9
Trade and other payables
2026
2025
£
£
Amount owed to parent undertaking
1,861,406
18,598
10
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £100 each
432,001
368,564
43,200,100
36,856,400

There is a single class of ordinary shares. The holders of ordinary shares are entitled to one vote per share held. Each share ranks equally for any dividend declared, and for any distribution made on a winding up.

 

During the year, the company converted the intercompany loan with the sole parent company of £6,343,700 to ordinary shares at the nominal value of £100 per share.

 

11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Stephen Jolley
Statutory Auditor:
Alexander & Co LLP
Date of audit report:
19 October 2026
12
Related party transactions
METAL CAPITAL EXPLORATION LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
12
Related party transactions
(Continued)
- 8 -

Transactions with shareholders

 

Sandfire Resources Botswana Pty Ltd provided finance for the company during previous years and the current year through loans converted to shares by share issue during each year. Sandfire Resources Botswana Pty Ltd is interested in 100% of the shares of the company.

 

Transactions with subsidiaries

 

The company has provided finance to its subsidiary, Tshukudu Exploration Botswana (Pty) Ltd, during the year. The debt provided was capitalised during the period and is reflected in additions to investments in subsidiary (note 6).

13
Controlling party

The parent company of Metal Capital Exploration Limited is Sandfire Resources Botswana Pty Ltd and its registered office is Level 2, 10 King Park Road, West Perth, WA 6005, Australia.

 

The ultimate controlling party of Metal Capital Exploration Limited is Sandfire Resources Ltd, a company incorporated in Australia. Group financial statements are prepared by Sandfire Resources Ltd and are publicly available on their website.

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