2024 Final Results

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (INCLUDING AS IT FORMS PART OF THE LAWS OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

30 April 2025

Ferro-Alloy Resources Limited

("Ferro-Alloy" or the "Group" or the "Company")

2024 Final Results

Ferro-Alloy Resources Limited (LSE:FAR), the vanadium producer and developer of the large Balasausqandiq vanadium deposit in Southern Kazakhstan, announces its final results for the year ended 31 December 2024 ("FY24").

Operational Highlights

Feasibility study

· The completion of the Phase 1 feasibility study continued to be the main focus of the Company during the financial year and the Company expects the publication of the study during Q2 2025

· Several key areas of the study have been completed during the year, including open pit geotechnical and hydrogeological drilling and water supply hydrogeological drilling

· Tailings management design, a significant part of the study, is expected to conclude imminently

· As announced on 17 December 2024, the Company has entered into a non-binding offtake term sheet with LL-Resources GmbH for sale of the entire production of standard vanadium pentoxide from Phase 1 of the Balasausqandiq Project

Carbon black substitute

· Testing of the carbon black substitute ("CBS") product has been successfully completed, indicating that rubber made from 90% carbon black plus 10% CBS can perform, for passenger vehicle tyre purposes, as well as rubber with 100% carbon black. Tests by potential customers, using higher levels of substitution, have also been successfully concluded

· Market consultants have advised that a market price of between US$500 and US$600 per tonne of CBS is appropriate, bearing in mind the technical performance of the material compared with currently available substitutes

· Production of CBS from Phase 1 is expected to be over 220,000 tonnes per year, implying revenue potential of over US$110 million per annum

Research and development

The Group has several ongoing research and development initiatives, summarised as:

· Electrolyte for vanadium redox flow batteries: the existing process plant is already capable of producing high purity vanadium pentoxide. The next step is to commission the new equipment at site to produce the mixed oxides required for electrolyte

· Carbon concentrate production for substitution of carbon black in rubber: working with the National Engineering Academy of the Republic of Kazakhstan on the industrial production and usage of carbon-silica fillers in the making of rubber. A pilot plant, substantially funded by government grants, is to be commissioned shortly and will enable greater quantities of samples to be produced for marketing purposes

· Enhanced leaching: awarded grant funding as a private partner to a Satbayev University programme for the development of new metallurgical technologies, particularly focused on enhanced leaching techniques which may be applicable to vanadium-bearing ores

· Ferro-nickel production: applied for funding to research production of ferro-nickel from the nickel-rich residues currently produced from the existing operation

Financial and corporate summary

· Group revenues of US$4.72 million (2023: US$6.16 million), a 23.3% fall on the previous year mainly due to the continued falling market price for vanadium pentoxide, as flagged at the timing of the Group's 2024 interim results

· Cost of sales increased to US$7.6 million (2023: US$6.8 million) largely driven by an increase in depreciation charges which rose following the installation of a significant item of power transmission equipment which will be used for the main project, as well as increased wages and salaries, leading to a gross loss of US$2.8 million (2023: US$1.1 million)

· As announced on 2 December 2024, save where profitable concentrates can be sourced and treated, the Group's existing plant has been switched to research and development activities to complete and optimise the ongoing feasibility study. As a result, the Company has recognised a one-off impairment charge at the year-end against plant and equipment of US$0.95 million (2023: nil) which has no cash impact on the business

· Following the success of the Kazakh bond programme launched in 2023, the Company has sold US$18 million of bonds to date leading to an interest charge for the year of US$1.3 million (2023: US$0.27 million)

· The Group made an overall net loss for FY24 of US$9.43 million (2023: loss of US$5.25 million)

· Cash at bank at 31 December 2024 was US$3.78 million (2023:US$1.95 million). Cash at bank at 31 March 2025 was US$1.8 million

Production

Despite the change in focus to research and development, the existing plant itself has operated as expected during FY24 and produced:

· 300.9 tonnes (2023: 310.5 tonnes) of vanadium pentoxide (mainly as ammonium metavanadate)

· 34.9 tonnes (2023: 34.3 tonnes) of molybdenum (in ferro-molybdenum)

On a forward looking basis, process plant operations will be conducted only when suitably profitable raw materials are available.

Commenting on the results, Nick Bridgen, CEO of Ferro-Alloy Resources said:

"Current market conditions for all vanadium producers have been difficult, but the main activity, the feasibility study, has continued as planned and is now nearing completion. The results gathered to date for the study have amply confirmed the outstanding expectations we published in our earlier competent persons report.

Furthermore, the commercial opportunity presented by our CBS product, which was affirmed towards the end of 2024, adds to the anticipated project NPV and gross revenue generation, and will help to enhance our competitive position.

I look forward to advancing these two key revenue streams over the coming year."

Publication of Annual Report

The Company's Annual Report will be available shortly on the Company's website at www.ferro-alloy.com

For further information, visit www.ferro-alloy.com or contact:

REVIEW OF THE YEAR

Operational Review

The focus of the Company and its wholly owned group of subsidiary undertakings ("the Group") has been on the completion of the feasibility study on the Balasausqandiq vanadium deposit, expected before the end of the first half of 2025. The Group is also engaged in the business of extracting vanadium, molybdenum and nickel from purchased concentrates using the pilot-plant that was constructed to test the metallurgical processes to be used in the main Balasausqandiq project.

This operation was intended to provide a cash flow to assist with the substantial ongoing costs of the preparation of the feasibility study and to contribute to the construction costs of the Balasausqandiq project mining operations. However, the scale of the operation, combined with current low metal prices, means that the expected contribution is small and the decision was announced on 2 December 2024 to focus current operations on some important research and development ("R&D") that will greatly assist future operations and marketing. Notwithstanding the change of priorities, production is continuing and will do so whenever there are high-grade, profitable, concentrates available.

Maintaining the small operation has enabled us to retain the high quality technical and operating team that developed the metallurgical processes to be used in the main Balasausqandiq project so that they are available to assist with the feasibility study, design and future construction and operation. As a result, the Group's work-force is experienced and will have a high level of technical and operational expertise prior to commissioning of the mine, significantly de-risking the project.

Production

As noted, during December 2024, we announced that the strategic focus of the Company would be on development of the carbon black substitute product and other R&D efforts aimed at improving operations or marketing of the main Balasausqandiq project. Accordingly, we decided that production was no longer a priority and would only continue when other commitments allowed, and when profitable concentrates were available. Nevertheless, during 2024, the plant operated as planned.

During the year, production of vanadium pentoxide ("V2O5") (mainly as ammonium metavanadate) and molybdenum (in ferro-molybdenum) amounted to 300.9 tonnes (2023: 310.5 tonnes) and 34.9 tonnes (2023: 34.4 tonnes), respectively.

The plant also produced a low-grade nickel concentrate for sale to customers during the year.

Product prices (mid-market, as published) for ferro-molybdenum have broadly remained stable during the year while the price of vanadium pentoxide has reduced by approximately 18%, as shown in the table below: 

Research and Development

Electrolyte for vanadium redox flow batteries

Vanadium Redox Flow Batteries ("VRFBs") are a means of energy storage particularly suitable for the long-duration storage of energy from intermittent renewable sources. VRFBs have certain advantages over lithium-ion technology, including being scalable, not degrading over time and not catching fire, which make them more suitable for bulk, longer duration, energy storage.

The roll-out of VRFBs is well underway in China and is beginning in the rest of the world. In 2024 some 10% of world vanadium production was used for vanadium battery electrolyte, up from around 2% in 2020. China has announced the commencement of construction of new VRFB projects totalling more than 11 GWh of storage, implying further consumption of around 50,000 tonnes of vanadium, around 38% of 2024 global production.

The Group, therefore, intends to position itself to supply into this growing market by developing the capability to produce the high purity product required, in the form of the specific vanadium oxides that are, ideally, used to make electrolyte.

Using grant funding from Kazakhstan's National Scientific Council, the Group has already adapted the existing process plant to be capable of producing high purity vanadium pentoxide. The next step is to commission the equipment needed to produce the mixed oxides (V2O4 and V2O3) required for electrolyte. Concurrently, we have installed equipment, including a test VRFB, at the laboratory of our research partner, the Physical Technical Institute in Almaty, to test our materials, electrolyte and performance within an operating VRFB.

After a period of testing and development, the plan is to continue to move most of our current production to these higher value products. Offtake discussions for mixed oxides have already been held with three major VRFB manufacturing companies. By developing the expertise and the market, the aim is to position the Group to be able to supply mixed oxides at scale into this potentially very large market when the main Balasausqandiq project is commissioned.

Production of carbon concentrate for the substitution of carbon black in the making of rubber

The Group has previously announced the successful technical and marketing studies, using specialist consultants, for the production of a concentrate from the carbon in the tailings at the planned major processing plant at Balasausqandiq. The ongoing R&D work is designed to further enhance our knowledge of the production process and to develop markets.

The Group is working with the National Engineering Academy of the Republic of Kazakhstan on a technological project covering the industrial production and usage of carbon-silica fillers in the making of rubber. The aim of the project is to construct a pilot plant, substantially funded by government grants, on the Group's existing processing site to concentrate the Group's carbon tailings to provide over ten tonnes of fine-ground carbon-silica concentrate per month for testing and marketing. All equipment is now in place, requiring only cabling before commissioning can start. The Group is well advanced in understanding the requirements of this market and, using consultants, has already tested the production and performance of the carbon black substitute material in the manufacture of rubber.

Enhanced leaching research

The Group has been awarded grant funding as a private partner to a Satbayev University programme for the development of new metallurgical technologies, particularly focused on enhanced leaching techniques which may be applicable to vanadium-bearing ores. From these funds, the Group has set up a full lab-scale comminution circuit at the Satbayev University site in Almaty.

Production of ferro-nickel from low grade nickel concentrates

The Company has applied for funding to research production of ferro-nickel from the low grade nickel residues currently produced from the existing operation.

Feasibility Study Review

The Company has been carrying out a feasibility study into the first phase ("Phase 1") of the Balasausqandiq project, due to be completed towards the end of the first half of this year.

In September 2024 we announced the increase in the proposed Phase 1 annual throughput of ore at the Balasausqandiq deposit from 1.1m tonnes to 1.65m tonnes, reflecting the substantial increase in the estimated resource at Ore-Body 1 ("OB1"), as well as increasing forecasts of world vanadium demand. Phase 1 production is now expected to be some 8,000 tonnes per year of vanadium pentoxide.

Balasausqandiq deposit

The Balasausqandiq deposit is exceptional in a number of ways. Primarily, it is not comprised of titano-vanadiferous magnetite, as most of the world's vanadium deposits are. It is a sedimentary deposit which, for the following reasons, is expected to have significantly lower capital and operating costs in comparison with other vanadium producers, placing the Group at the very bottom of the curve of cash costs of production:

· The ore is amenable to a whole-ore pressure acid leach process which gives a higher metallurgical recovery than conventional extraction from magnetite;

· Pre-concentration of the ore and high temperature roasting are not required;

· There are valuable co- and by- products within the ore, principally carbon, which can be easily recovered without significant additional processing;

· Major infrastructure items of power, road and rail connections already exist on site or nearby; and

· The Balasausqandiq deposit is a very large deposit and is easily mined from an open pit. Phases 1 and 2 combined envisage production of over 10% of 2024 world supply.

Exploration

OB1

There are six known ore-bodies in the deposit and there is some evidence of a seventh. Of these, only OB1 has now been explored sufficiently to declare a resource under the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves published by the Joint Ore Reserves Committee ("JORC").

A revised mineral resource estimate was issued by the Company's consultants SRK Consulting (Kazakhstan) Limited ("SRK") in April 2023 and included the following highlights:

· An Indicated Mineral Resource of 32.9 million tonnes for OB1, at a mean grade of 0.62% V2O5, reported at a marginal cut-off grade of 0.4% V2O5 - equating to 203,364 contained tonnes of V2O5

·   An increase of 8.6 million tonnes (35.4%) of mineral resource and an increase of 38,058 tonnes (23%) of contained V2O5 by comparison with the estimate contained in the Company's 2018 Competent Persons Report 

· The results of the previously reported infill drilling and trenching programmes completed during 2021/22 have been successful in converting 100% of the Resources to Indicated for the OB1 deposit. No Measured or Inferred Resource are stated

·   A total of 75 diamond core holes and 88 trenches were used to define the Resource (a reduction of drill section spacing to 250 metres from the original 500 metres increased confidence)

·   Confirmation that there are reasonable prospects for eventual economic extraction by constraining the Mineral Resources to an optimised open pit shell (50 degree slopes and a revenue factor of 1) using a selling price for 98% V2O5 flake of US$9.82 /lb

Summary Report for April 2023 MRE OB 1 Resource

OB2, 3 and 4

The drilling of OB2, 3 and 4 was completed during 2022/23. X-ray fluorescence ("XRF") grade measurements, together with full assays for some 5% of the samples as checks, is expected to enable an inferred resource estimate to be prepared to JORC standards. Due to unfavourable topography, some 25% of the planned exploration area proved difficult and expensive to access and as a result was not drilled (albeit the Company does not expect the area to create difficulties for actual mining).

The mineral resource estimate for OB2,3 and 4 will exclude the area of difficult topography, but, based on the XRF analysis carried out on cores by the Company (and not yet verified by the 5% full assay checks), the amount drilled is expected to provide ample ore to provide a relatively long life for the Phase 2 development.

Open pit geotechnical drilling

The open pit geotechnical study has been completed and the results will be used to confirm the open pit slope design for the mine planning study.

Open pit hydrogeological drilling

Open pit hydrogeological drilling has been completed and the hydrogeological study will be concluded as a part of the mine planning study.

Water supply hydrogeological drilling

A water bore drilling investigation for the project water supply has been completed and the results have been used to design the borefield and water pipeline required to pump the water to the proposed process plant.

Tailings management

The tailings management design is in progress and is expected to conclude during April 2025, managed by SRK.

Processing

Metallurgy

Extraction of vanadium during acid leaching, following initial pilot and subsequent feasibility study testing has concluded achieving between 94-97% vanadium extraction into solution.

Metallurgical testing including ore characterisation, grinding, engineering tests, solid liquid separation tests, impurity removal, tailings product assessment and vanadium recovery to a saleable product has concluded at SGS Canada Inc ("SGS") managed by Tetra Tech Limited ("Tetra Tech"). The results of this testing program are being used by Tetra Tech to design the processing plant and supporting services as part of the feasibility study.

Carbon black substitute ("CBS")

Test work on the extraction of a carbon concentrate from the vanadium bearing ore and on its subsequent use as a substitute for carbon black has been completed.

Flotation tests show that the necessary >40% concentrate can be made with good overall carbon recovery. Testing of the product for use in making rubber by substitution for carbon black has been successfully completed and rubber made from 90% carbon black plus 10% CBS has been shown to perform, for passenger vehicle tyre purposes, as well as with 100% carbon black. Higher substitution levels are expected to yield satisfactory performance in other rubber products.

By comparing the performance of CBS with other available reinforcing fillers, including carbon black, market consultants have advised that a market price of between US$500 and US$600 per tonne is appropriate for CBS.

Production of CBS from Phase 1 is expected to be over 220,000 tonnes per year, implying anticipated revenues of over US$110 million per annum.

Conclusion

The Company expects the publication of the Phase 1 feasibility study in H1 2025 to significantly raise awareness of the emergence of this new addition to the global vanadium market at the time of growing investor appreciation for rising vanadium use in both the construction and green energy sectors. The work on CBS has proven that this product can be produced and sold at prices that make it a genuine co-product, bringing down the already low cash costs attributable to the vanadium product to unprecedentedly low levels.

Discussions with various potential investors and debt funders have already been initiated but the publication of the feasibility study is expected to trigger the advancement of these discussions.

Financial Review

Earnings

The Group reported revenues of US$4.7m for the year compared to US$5.7m in 2023, mainly reflecting the decrease in sales prices over the period.

Revenue is recognised at the time of transfer of control of the Group's products to the customer but, as is common in the industry, the final pricing determination is often based on assay and prices after arrival of the goods at the final port of destination, particularly with respect to the sale of vanadium pentoxide products. The adjustments to revenue reflect these final pricing determinations which occur after the relevant revenue is initially recognised.

Recorded revenues for the year have decreased in comparison to the previous year primarily due to a continued falling market price for vanadium pentoxide, the ultimately unsuccessful treatment of the Group's stockpiled nickel-rich residues as well as periods of adverse weather conditions experienced at site.

Cost of sales increased to US$7.6m from US$6.8m in 2023, driven by an increase in depreciation charges (as a result of the installation of a significant item of power transmission equipment) as well as an increased wages and salaries cost. The largest part of the cost of sales is the purchase of raw materials, the price for which is determined as a percentage of the value of the content of vanadium or molybdenum at the market prices prevailing at the time of purchase.

Administrative expenses of US$3.0m (2023: US$3.4m) have decreased by approximately US$0.4m during the year as a result of a decreased wages and salaries cost. 

The Group recognised an impairment charge of US$0.95m at the year end with respect to the Group's plant and equipment repurposed to R&D activities to optimise the ongoing feasibility study.

The Group incurred net finance costs during the year of US$1.98m (2023: US$0.2m) almost exclusively comprising of interest payable on the Company's bond financing.

The Group made an overall loss for the year of US$9.43m (2023: loss of US$5.25m).

Cashflow

Net cash outflows from operating activities, before changes in working capital, for the year totalled US$4.2m (2023: US$4.3m) following adjustments for depreciation, amortisation, impairment charges and net finance losses. Changes in inventories decreased by US1.1m (2023: US$0.6m increase) as a result of the Group holding a reduced level of raw materials on site for the existing operation to process after the year end.

Net cash outflows from investing activities totalled US$2.3m (2023: US$3.9m) and included US$0.21m (2023: US0.98m) of capital expenditure associated with the processing operation's production facilities and US$2.1m (2023: US$2.93m) of expenditure on the Phase 1 feasibility study capitalised as an exploration and evaluation asset (see Note 13).

Net cash inflows from financing activities for the year were US$8.4m (2023: US$6.52m), representing the proceeds of the sale of two tranches of bonds under the Kazakhstan bond programme summarised below. Other financing activities included interest payable to the Company's bondholders of US$1.04m (2023: US$0.16m).

The Group held cash of US$3.78m at 31 December 2024 (2023: US$1.95m).

Balance sheet review

Total non-current assets decreased to US$12.5m from US$14m principally due to the continued depreciation of the Group's fixed assets marginally offset by the capitalisation of the Group's feasibility study costs incurred during the year as an exploration and evaluation asset and the impairment charge of US$0.95m recognised against plant and equipment, as noted above.

Current assets increased from US$6m to US$6.7m, driven mainly by a US$1.8m increase in cash and cash equivalents held by the Group at the year end following the issue and sale of further tranches of bonds, offset by a reduction in raw materials held for processing and finished goods at the year end.

Total non-current liabilities increased by approximately US$9.7m during the year from US$7.4m to US$17.2m as a result of the issue and sale of the two tranches of bonds noted above.

Current liabilities at the year end were US$2.4m (2023: US$2.4m).

Corporate

During July 2023, the Company launched a phased US$20 million exempt offer bond programme on the Astana International Exchange (the "AIX") in Kazakhstan (the "Bond Programme"). 

The salient features of the Bond Programme are as follows:

- the Bond Programme will comprise one or more tranches of bonds, each listed on the AIX;

- the total nominal value of all tranches issued under the Programme will not exceed US$20 million;

- each tranche of the Bond Programme will be offered only to accredited investors based in Kazakhstan and governed by the laws and regulations of the Astana International Financial Centre;

- bonds issued under the Bond Programme will be denominated in either US dollars or Kazakhstan tenge with interest payable to bondholders bi-annually;

- all bonds issued will rank as unsecured debt obligations of the Company;

- the applicable coupon rate, duration, issue price and other relevant terms of any bonds issued under the Bond Programme will be defined and determined by the terms and conditions of each tranche of bonds issued; and

- the Bond Programme will be valid until 31 July 2033.

During the year, the Company issued and sold two further tranches of bonds under the Bond Programme for gross proceeds of US$10m. See Note 21 for further details.

Key performance indicators

The Group is in a period of development and its current operations, the processing of bought-in secondary vanadium-containing materials for extraction of vanadium and other metals and corresponding R&D, are relatively small in comparison with the main objective of the Group to develop the Balasausqandiq deposit and processing facility. Moreover, the current operations are themselves undergoing a significant change which means that operations are not in a steady state capable of meaningful inter-period comparisons. The Board of Directors ("the Directors" or "the Board") are, therefore, of the opinion that key performance indicators may be misleading if not considered in the context of the development of the operation as a whole for which the information for shareholders is better given in a descriptive manner than in tabular form.

Sustainability Review

Our approach

The Company aims to maximise value for its investors and all stakeholders from the responsible, efficient, and low-cost production of vanadium and other commodities from the Balasausqandiq deposit. We seek to re-use or recycle wherever possible and to minimise the environmental and social impacts of our operations whilst ensuring the health and wellbeing of the Group's workforce.

These objectives have guided the Company's approach to the development of the project, where we have the capability to produce vanadium pentoxide, ferro-molybdenum and nickel concentrates from bought-in raw materials treated in our expanded pilot plant, and we are carrying out a feasibility study into the much larger development of the mine and processing plant for Balasausqandiq itself.

Balasausqandiq is a unique vanadium deposit which also contains valuable components of carbon, uranium and molybdenum. Vanadium and the other products to be recovered from the Balasausqandiq ore will play an important role in the world's transition to clean energy and a more sustainable future.

Development of appropriate frameworks

We have sought to minimise our environmental impacts whilst ensuring that all employees can work safely, avoiding accidents and reducing the risk of long-term health hazards. We aim to comply with all applicable laws, report accurately where required, and implement appropriate governance standards.

As the Group grows to become a producer of critical commodities, it will develop a comprehensive approach to address environmental, social, health and safety issues within an appropriate governance framework. Such an approach will recognise the requirements of all key stakeholders, including local communities, governments, employees, and investors as well as customers.

To this end, the Company has appointed independent consultants to undertake an analysis of our existing principles, controls, procedures, and performance metrics by comparison to the standards they believe are reasonably applicable to the Company and its lenders and investors, in particular, the Equator Principles and the IFC Performance Standards. Following their initial report, their conclusions and recommendations have guided the direction of the Phase 1 feasibility study.

The Company has also committed to comply with the Financial Reporting Council's reporting recommendations contained in their publication "Streamlined Energy and Carbon Reporting" once sufficient internal data is available.

Minimising impacts from production

We believe that the Phase 1 feasibility study for Balasausqandiq will confirm that any adverse environmental impacts of our operation are likely to be significantly below those of our peer group. We believe this can be a source of competitive differentiation for the Company amongst customers who are increasingly reviewing supply chain ESG performance when sourcing vital materials.

Most of the world's vanadium is made from titano-vanadiferous magnetite ("TVM"). The primary production of vanadium from TVM ore requires pre-concentration and then roasting at approximately 1,100 degrees C to convert the vanadium into a soluble form to enable recovery. Roasting alone accounts for over 40% of the energy used by one major primary producer using TVM ore. At Balasausqandiq, the ore is different, and the proposed process does not require pre-concentration or roasting, significantly reducing CO2 emissions.

The proposed production process at Balasausqandiq involves leaching in sulphuric acid which we expect to make by processing the sulphur that is currently removed as an impurity from oil and gas production in Kazakhstan. The process, which produces no CO2, is exothermic and requires no significant energy input. The waste heat produced will be used to make steam for the hydrometallurgical process, further reducing energy requirements and CO2 emissions.

The production of carbon from the Balasausqandiq ore for use as carbon black in making rubber is also much more energy efficient than competitive processes. Carbon black is usually made by the incomplete combustion of hydrocarbons, where only some 40% of the original hydrocarbon input is recovered. The carbon from Balasausqandiq is naturally occurring and avoids this combustion of hydrocarbons and the associated emissions of CO2.

Social

The Group's operations utilise land which is unsuitable for agricultural use and the nearest human habitation is 16 kilometres away in the village of Aksumbe. Save for some unbounded grazing, there are no competing land uses or requirement to re-locate communities as we develop operations. The social impact of the operations will, therefore, be limited. The limited requirement for additional infrastructure further reduces the impact on the local population.

Economic impact on the local community

Nearly all the Group's employees are Kazakhstan nationals, and, with the exception of specialists, most are hired from the local villages and the nearby town of Shieli. The Group currently employs an operating and management team of over 200 employees. As the Group grows, it will enhance and develop its employment policies and procedures.

The Group pays salary taxes for employees including income tax, social security tax and pension contributions, VAT on purchases and, in due course, will pay corporation tax and withholding taxes. In addition, under the terms of the Subsoil Use Agreement for the Balasausqandiq deposit, the operating company is required, during the period of mining and based on the subsoil activity, to pay:

· 1% of annual investment on education in Kazakhstan;

· 1.5% of annual investment on local development and infrastructure; and

· 1% of annual profits on research and development.

In addition, the Group has signed an agreement with the Satbayev University where selected post graduate students will be given technical work experience opportunities with respect to the Group's operations.

Mine closure

The Company has prepared an environmental study in full compliance with the laws of Kazakhstan and also aims to meet international standards. As part of this study, a mine closure plan has been prepared and the Company is required to contribute 1% of annual mining costs to a mine closure fund to ensure that funds are available when the time comes. The Company will aim to back-fill the open pit with waste rock from mining and contour surplus waste as mining progresses.

Water

Water is almost fully recycled and no discharges are made from the site. In 2024 water consumption was 21,519 m3 (2023: 16,985 m3).

A hydrogeological study has been carried out to assess the availability and sufficiency of water for processing and human needs. Water is currently drawn using natural pressure from a borehole. Currently, no water is discharged from operations, although there are losses from evaporation. The Group already recycles as much water as possible and plans to do the same for the Balasausqandiq project. Water for the main project will be drawn from a bore-hole some 20 km from the operating site and transported along a pipeline. The Balasausqandiq project process has been designed to operate on a low liquid: solid ratio to minimise water usage and associated reagent use.

Performance indicators

Health and safety

During the year, the Group had no reported health and safety incidents that led to time lost, staff requiring medical treatment or hospitalisation and no fatalities (2023: nil).

Energy and emissions

The table below discloses the Group's greenhouse gas emissions for 2024, including both emissions resulting from activities for which the Group is responsible e.g. the combustion of fuel (Scope 1 emissions) and emissions resulting from the purchase of electricity, heat or steam cooling by the Group for its own use (Scope 2 emissions).

All of the Group's emissions have been generated outside the United Kingdom and offshore area.

*this information is currently not available in Kazakhstan

** includes Scope 1 only

Energy consumption

The Group has consumed 17,407,130 KwH (2023: 10,034,184 KwH) of energy during the year.

All of the Groups's energy consumption has taken place outside the United Kingdom and offshore area.

Intensity ratio

The Group will determine a suitable intensity ratio once all relevant data is available.

Energy efficiency

The key energy efficiency adopted by the Group during the year has been to continue to include energy saving initiatives within the Group's processing plant future development planning.

Methodology

The Group has adopted the standard methodology issued by the Kazakhstan Ministry of Ecology.

In disclosing the Group's emissions output and energy consumption during the year, the Company has done so on an equity share approach. Accordingly, given that all of the Company's subsidiary undertakings are wholly owned by the Company, the activities of the entire group are included within the disclosures made.

Climate Change Disclosures

As a responsible corporate entity operating in the natural resources sector, the Company is committed to the recognition and disclosure of the potential impacts of climate change on the Company's and Group's business activities.

The Company supports the initiatives and recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD") and has taken steps to develop climate-related financial disclosures that it considers are consistent and appropriate with both the recommended disclosures of the TCFD and the current position of the Company. The Company will review future climate change disclosures in light of relevant IFRS issued standards.

The TCFD recommended disclosure framework comprises four broad categories of disclosure (pillars); governance, strategy, risk management and metrics and targets. Within each category of recommended disclosure, the TCFD has identified further specific disclosures that the Company should report on. The Company has reported on this basis below.

The Company has considered the appropriate level of detail to be included within the various disclosures having regard to the nature and size of the Company's current operations and the planned future operations following the construction of the mine processing facilities at the Balasausqandiq deposit.

The conclusion is that the majority of the specific disclosures sought by the TCFD recommendations in the context of the current operation, the purchase and treatment of vanadium-containing concentrates, are unlikely to be either useful or meaningful to the reader of these financial statements but that the disclosures will have far more relevance and applicability following the commissioning of the main Balasausqandiq mine processing facilities. The effects of climate change on that operation are being considered as part of the Company's ongoing Phase 1 feasibility study.

Accordingly, the disclosures noted below are provided generally in the context of the operation of the bought-in concentrate processing plant and will be expanded to cover the main future operations upon completion of the Phase 1 feasibility study into the Company's planned mine and associated processing facilities.

The disclosures made below are consistent with the TCFD recommendations and recommended disclosures.

Governance

1. Oversight of climate-related risks and opportunities

The Board is ultimately responsible for the oversight of the risks and opportunities that are presented by the potential effects of climate change on the Company's business activities. The Company's executive directors maintain day-to-day responsibility for the recognition and effect of climate change on the Company's operations.

In advance of the start of mining operations, the Company has constituted a sustainability committee, comprising the chairman, the chief executive officer and a non-executive director, that will guide and support the actions of the Board with respect to climate-related matters.

2. Assessment and management of climate-related risks

The Board in conjunction with the sustainability committee will consider and set appropriate Company policies that will govern how the Company's management will assess and manage climate-related risks and opportunities in advance of the commissioning of the mine.

The Company's executive directors and Group managers will be responsible for the implementation and monitoring of the policies set.

The management of the current operation is responsible for assessing and managing climate-related risks and opportunities at the existing plant.

Risk Management

3. Identification and assessment of climate-related risks

With respect to the existing operation, the identification and assessment of climate-related risks and opportunities is carried out by management on an ad-hoc basis. 

As noted above, the Company is finalising a feasibility study on the Balasausqandiq deposit. Included within the study will be an environmental and social impact assessment ("ESIA") that, once completed, will identify and assess the climate-related risks of the project and how those risks can be managed and mitigated. 

4. Processes adopted for managing climate-related risks

With respect to the bought-in concentrate processing plant, no specific climate change risks have been identified. The availability of concentrates is expected to increase in the coming years as international regulations prohibiting the burning of low-grade fossil fuels are implemented, requiring more use of vanadium-containing catalysts for the refining of oil that comprise the largest part of the Group's existing plant feed-stock. If a climate-related risk is identified and assessed as likely to have an impact on the operations of the plant, the plant's management will implement measures to manage the impact.

In conjunction with the ESIA, an environmental and social management system ("ESMS") will be designed and developed as part of the Phase 1 feasibility study and adopted in full once the Balasausqandiq mine has been commissioned. The ESMS will identify the relevant processes for the management of climate-related risks arising from the operation of the mine.

5. Integration of climate-related risk management into the organisation's overall risk management

The ESIA noted above is an integral part of the Company's Phase 1 feasibility study and, therefore, a key element of the Balasausqandiq project. Accordingly, the foreseen climate-related risks of the project (and the management / mitigation of same) will be incorporated into the Company's overall risk management by virtue of the adoption of the monitoring systems and controls recommended by the ESIA and ESMS.

Strategy

6. Climate-related risks and opportunities

Opportunities

1. Vanadium

The main climate-related opportunity presented to the Company is the predicted expansion of the global vanadium market as a result of the transition to a lower-carbon world economy.

The demand for vanadium is expected to be driven by two factors - growth of long-term energy storage solutions that use vanadium as a key component and an increased use of vanadium in steel making, a high carbon dioxide emitting industry, where vanadium as an alloy material can improve the strength of steel and consequently reduce the quantity of steel needed.

2. Carbon

A secondary climate-related opportunity for the Company is the carbon material found within the ore of the Balasausqandiq deposit.

The Company's expectation is that the carbon within the ore, once extracted, will be capable of substituting for certain grades of carbon black used within industries such as car tyre manufacturing.

Carbon black is usually produced by the incomplete combustion of hydrocarbons in specific atmospheric conditions and typically generates significant levels of carbon dioxide during production. The carbon in the Company's ore can be recovered with relatively low-level emissions which are mostly necessary for the extraction of the principal vanadium product. Car tyre manufacturers will, therefore, be able to cut their supplier-related emissions by the use of this product.

Risks

The climate-related risks of the project will be identified and evaluated by the Company's Phase 1 feasibility study in due course. No significant climate-change risks to the current operation have been identified.

7. Impact of climate-related risks and opportunities on business, strategy and financial planning

Climate-related risks and opportunities do not materially impact on the business, strategy and financial planning for the bought-in concentrate processing plant given the relatively small size of the operation.

The impact on the Balasausqandiq deposit mining operations will be considered by the Company's ongoing feasibility study.

8. Resilience of the organisation's strategy with respect to climate-related scenarios

With respect to the bought-in concentrate processing plant and R&D centre, the plant's management have not identified any particular climate-related scenarios that would likely have a significant impact on its ongoing operations. The plant already operates in an environment that is subject to extreme weather conditions and is, therefore, considered to have a strong resilience to existing and future climate-related scenarios. 

The resilience to climate-related scenarios for the Balasausqandiq mining operations will be identified and evaluated during the construction and commissioning of the mine. 

Metrics and Targets

9. Climate related risk / opportunity metrics

Given the small-scale nature of the bought-in concentrate processing plant and R&D centre, the Company will develop metrics to assess climate-related risks and opportunities in line with its strategy and risk management processes once the Balasausqandiq mining operation has been commissioned.

10.  Energy and emissions

Relevant emissions statistics are disclosed within the Sustainability Review on page 11.

11.  Climate-related risk / opportunity performance targets

Given the small-scale nature of the bought-in concentrate processing plant and R&D centre, the Company will develop performance targets to manage climate-related risks and opportunities in line with its strategy and risk management processes once the Balasausqandiq mining operation has been commissioned.

Alignment Status

The following table provides a summary of the Group's current alignment with the TCFD recommendations:

Principal Risks and Uncertainties

Description of principal risks, uncertainties and how they are managed

(a) Balasausqandiq project:

The Balasausqandiq project is primarily dependent on long-term vanadium prices.

The project is also dependent on raising finance to meet projected capital costs (see below) and the successful construction and commissioning of the project's proposed mine processing facilities. It is not unusual for new mining projects to experience unforeseen problems, incur unexpected costs and be exposed to delays during construction, commissioning, and initial production, all of which could have a material adverse effect on the Company's operations and financial position. The Company has taken steps to mitigate such potential adverse effects by engaging globally recognised engineers and consultants to assist with the development and design of the key elements of the project in addition to the Group's own highly qualified workforce.

(b) Geopolitical situation:

While the ongoing invasion of Ukraine by Russia is not directly impacting the Group, the Directors remain vigilant of the situation. The continued main risk of the conflict is to the Group's transport routes, many of which involve transit through Russia. Whilst these are currently operating without issue, sanctions have been made against Russian and Belarusian vehicles transiting through Europe (but not against vehicles registered in other jurisdictions in the region such as Kazakhstan). There is a risk that further sanctions might prevent transit through Russia into Latvia, through which the majority of the Company's exports flow. The Company continues to review alternative transit routes for raw material imports and product exports through the West of Kazakhstan, either via the Caspian Sea or overland south of the Caspian Sea. Routes to China are working normally.

With respect to the global sanctions imposed on certain Russian entities and individuals, the Group monitors the implications of those sanctions on the Group's trading activities on an ongoing basis.

(c) Financing risk:

The Balasausqandiq project will require substantial funds to be raised in debt and equity which will be dependent upon market conditions at the time and the successful completion of the Phase 1 feasibility study.

In March of 2021 the Company signed an investment agreement with Vision Blue Resources Ltd. Under the terms of this agreement and in addition to Vision Blue's participation in the 2022 equity fundraise, investments totalling US$14.3m have already been made and Vision Blue has the right to subscribe a further US$2.5m at the original deal price of 9 pence per share at any time up to two months after the announcement of the Phase 1 feasibility study. Vision Blue also has further options to subscribe up to US$30m at higher prices to partially finance the construction of the project.

The favourable financial and other characteristics of the project determined by studies so far completed give the Directors confidence that the outcome of the Phase 1 feasibility study will be successful.

(d) Climate change risk:

Refer to the Sustainability Review on page 11 and the Climate Change Disclosures on page 15.

(e) Risks associated with the developing nature of the Kazakh economy:

According to the World Bank, Kazakhstan has transitioned from lower-middle-income to upper-middle-income status in less than two decades. Kazakhstan's regulatory environment has similarly developed and the Company believes that the period of rapid change and high risk is coming to an end. Nevertheless, the economic and social regulatory environment continues to develop and there remain some areas where regulatory risk is greater than in developed economies.

(f) Commodity price risk:

As already noted above, the success of the Company is dependent upon the long-term prices of the products to be produced by the planned mine processing facilities. As a result of there being no formally established trading markets for the Company's principal products from the project, there is a risk that price fluctuations and volatility for these products may have an adverse impact on the Company's future financial performance.

GOVERNANCE

Governance statement

General

As a result of the ordinary shares of the Company being classified on the Official List of the London Stock Exchange as Equity Shares (Transition), the requirements of the UK Corporate Governance Code, published by the Financial Reporting Council, do not apply to the Company. The Guernsey Finance Sector Code of Corporate Governance does not apply to the Company since the Company is not regulated by the Guernsey Financial Services Commission. However, the Board recognises the importance of good corporate governance and has implemented recognised corporate governance practices as far as is considered appropriate by the Board whilst considering the size and nature of the business.

The Board is responsible for the overall corporate governance of the consolidated Group, guiding and monitoring the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

Composition of the Board

Having regard to the Company's stage of development, the Directors believe that the size of the current board comprising seven directors, three of whom are executive and four are non-executive, is appropriate. The Directors intend that there will always be at least as many non-executive directors as there are executive directors.

Board committees

Audit

The Company has created an audit committee that is responsible for considering all financial reporting matters and ensuring that they are properly reported and monitored. It is also responsible for the review and assessment of the independence of the external auditors and approval of any non-audit services, review of the external audit strategy and findings, assessment of whether an internal audit function is necessary considering the activities and size of the business and oversight of significant financial reporting matters. The committee is chaired by James Turian and Christopher Thomas is a member. Mr Turian has a background in accounting, trust and management and is a director of a firm of accountants in Guernsey which the Board considers to be recent and relevant experience to carry out his responsibilities as chairman.

Remuneration

The Company has also created a remuneration committee to consider all matters related to salary and benefits of senior staff and executive directors. The remuneration of non-executive directors is a matter for the Board as a whole. No director will take part in discussions concerning his own remuneration package. Mr Thomas is the chairman of the committee and Mr Turian is a member.

Nomination

The Directors are of the opinion that due to the nature and size of the Company and its current Board, the functions often carried out by a nomination committee can be more successfully conducted by the full board of directors and so no such committee has been created.

Sustainability

The Company has constituted a sustainability committee comprising the chairman, the chief executive officer and a non-executive director that will guide and support the actions of the Board with respect to sustainability related matters, particularly once the Company's Phase 1 feasibility study has been issued and construction of the mine has commenced.

Code of conduct

The goal of establishing the Company as a significant mining and processing company is underpinned by its core values of honesty, integrity, common sense and respect for people. The Company desires to be a good corporate citizen in all the jurisdictions within which it operates, and to appropriately balance, protect and preserve all stakeholders' interests. In particular, the Company gives paramount concern to the safety of its employees and the maintenance of high environmental standards.

Shareholder communication

The Board aims to ensure that shareholders and investors have equal access to Company information.

The Company aims to promote effective communication with shareholders and encourage effective participation at general meetings through a policy of open disclosure to shareholders, regulatory authorities and the broader community of all material information with respect to the Company's affairs.

Internal control and risk management systems

The Company's accounting and finance team is relatively small and subject to close control by the executive directors. For this reason, the audit committee and the Board are of the opinion that it is not yet appropriate for there to be a separate internal control department or internal audit function but has implemented various procedures and internal controls to provide assurance to the Directors that accounting and financial risks are adequately controlled.

These include:

· The preparation and regular updating of cash flow forecasts, changes to which are closely monitored by the executive directors who discuss necessary changes on an almost daily basis;

· Significant contracts require approval by the Directors and approval must follow a specified approval processes; and

· All Group payments must be authorised by a director and payments by the Company require two directors' signatures on all payments over US$6,000.

Board of Directors

Sir Mick Davis, Non-executive Chairman

Sir Mick Davis holds a number of directorships at private companies and is a highly successful mining executive accredited with building Xstrata plc into one of the largest mining companies in the world prior to its acquisition by Glencore plc. Before listing Xstrata on the LSE as CEO he was CFO of Billiton plc and Chairman of Billiton Coal which he joined from the position of Eskom CFO.

During his career in mining he has raised almost US$40bn from global capital markets and successfully completed over US$120bn of corporate transactions, including the creation of the Ingwe Coal Corporation in South Africa; the listing of Billiton on the LSE; the merger of BHP and Billiton; as well as numerous transactions at Xstrata culminating in the sale to Glencore plc.

Sir Mick Davis is a Chartered Accountant by profession, and holds an honours degree in Commerce from Rhodes University, South Africa and an Honorary Doctorate from Bar Ilan University, Israel.

Nicholas Bridgen, Chief Executive Officer

Nick started his career in 1975 as a Chartered Accountant at Peat Marwick Mitchell & Co (now KPMG). In 1979, he moved to the Rio Tinto Group, becoming senior group accountant in 1981. He then moved to the Business Evaluation Department for the Group in 1985 and was Group Planning Manager for the RTZ Pillar Group which held the engineering, building products and chemical companies. Nick spent 14 years with Rio Tinto. In the mid-1990s, he was finance director at Bakyrchik Gold plc and in 1998, he founded Hambledon Mining plc which acquired the Sekisovskoye gold project, listing the company on AIM and taking the project from exploration, through construction and into a producing mine.

Since 2006, Nick has been a director and more recently, CEO, of Ferro-Alloy Resources Limited. In the role of CEO, Nick is ultimately responsible for all aspects of the Ferro-Alloy Resources Group. He holds a Bachelor's degree with honours from Exeter University, is a Chartered Accountant and has also studied corporate finance at the London Business School. He speaks Russian.

Andrey Kuznetsov, Director of Operations

Andrey started his career in 1981 as an industrial engineer at Kirov Engineering Plant in Almaty. After three years he became Chief of the Scientific Department in the Central Committee of Youth (Comsomol). In 1987, Andrey became general director of the Almaty NTTM "Kontakt" centre. In 1995-1996, he was the CEO of the Kazakhstan subsidiary of Alfa-Bank. Andrey has been the general director of Firma Balausa LLC since 2006. He holds a Specialist's degree in electrical engineering from Bauman Moscow State Technical University and a PhD in informal mathematical logic. He has also studied management at Coventry University.

As Director of Operations Andrey is responsible for the management of operations in Kazakhstan and execution of the Company strategy and policies approved by the Board.

William Callewaert, Chief Financial Officer

William graduated in 2002 from the University of Durham with an honours degree in Law after which he trained as a Chartered Accountant in audit services with leading tax, accounting and business advisory firm, Blick Rothenberg. Having qualified in 2006, William's career progressed within advisory services at Grant Thornton, KPMG and BDO in both the UK and offshore.

William is responsible for the overall management of the Group's finances, future funding requirements and general statutory compliance. William is a fellow of the Institute of Chartered Accountants in England and Wales.

Christopher Thomas, Non-executive Director (Chairman of the remuneration committee and member of the audit committee)

Chris has nearly 35 years' experience in the communications industry. He has held various high-level management positions including CEO of Proximity London from 2003 to 2006 - one of the largest direct and digital agencies in London. In 2006, Chris was appointed Chairman & CEO of BBDO and Proximity in Asia, subsequently adding the Middle East and Africa to his responsibilities. He worked with major multinational companies across the growth markets of SE Asia, China, India and Africa. In May 2015, Chris moved to New York to take up the role of CEO of BBDO in the Americas, with responsibility for 21 agencies in the U.S., Canada and Latin America. In February 2019 he stepped down from his Americas role to concentrate on his entrepreneurial interests. He also served as a non-executive director on the board of Hambledon Mining from 2004 to 2011.

Chris is the chairman of the remuneration committee which considers and approves the remuneration of all senior executives including that of the executive directors. He is also a member of the Company's audit committee.

Petrus Nienaber, Non-executive Director

Peet has several decades of experience in the mining sector, most notably spending over 24 years with what became Xstrata plc. At Xstrata he was initially Head of Operations, spearheading the earliest days of the company, including its growth to be the largest producer of ferrochrome. Thereafter he spent 10 years as CEO of Xstrata Alloys, one of the largest producers of ferrochrome and a leading producer of vanadium, with some 20,000 people under Peet's leadership. After retiring from the position in 2012, Xstrata Alloys subsequently went on to be acquired by Glencore plc.

Peet began his career as an engineer at Iscor Ltd before spending several years in the ferroalloys industry at Samancor and Anglo American plc.

James Turian, Non-executive Director (Chairman of the audit committee and member of the remuneration committee)

James started his career in 1986 and has a background in accounting, trust and management. James has previously been involved with several mining companies in Perth, Australia, including assisting Cooper Energy in their restructuring in the early 2000s. From 2000 to 2011 James owned and operated a trust company in Guernsey which he sold to concentrate on accountancy and currently is a director of "Accounts For You Limited", a Guernsey accountancy firm. He holds several other directorships. James is a Chartered Fellow of the Securities Institute IAQ and is a Fellow of the Institute of Directors.

James is the chairman of the audit committee where he is responsible for chairing the audit committee meetings.

Senior Management Team

Andrey Kuznetsov, Deputy Director of Operations

Having graduated from the Saint-Petersburg State University with a Masters in Mathematics and Bachelor in Economics Andrey started his career as a management consultant with boutique consultancy firm, Strategica. Andrey then joined Danish company Dinex, in Russia, as a finance director for two years before moving to Denmark to complete an MBA at the Copenhagen Business School.

Post MBA, Andrey joined Danish company ECCO where he spent almost 8 years in various roles across Denmark, Netherlands and Russia. Andrey's final role at ECCO was General Manager East, where he was responsible for ECCO distribution markets in Russia, Ukraine, Georgia, Moldova and Bulgaria.

Andrey joined the Group in 2019 as the finance director of the Company's Kazakhstan subsidiary, Firma Balausa LLC. In 2022, Andrey was appointed deputy general director of Firma Balausa LLC to support the general director with operations and the Company's Phase 1 feasibility study.

Directors' Report

The Directors present their report and the audited consolidated financial statements for the year ended 31 December 2024.

General

Ferro-Alloy Resources Limited ("the Company") is registered in Guernsey as a non‐cellular limited company.

The Company's registered office is Maison Allaire, Smith Street, St Peter Port, Guernsey, Channel Islands and the principal place of business of the Group is Kazakhstan.

Principal activity

The Company is the holding company of a group of wholly owned companies which carries on a mining and mineral processing business with operations located at the Balasausqandiq vanadium/polymetallic mineral deposit in the Kyzylordinskaya Oblast in southern Kazakhstan.

Review of business

A review of the business during the year is included within the Operational Review at page 2.

The Group's business and operations and the results thereof are reflected in the attached financial statements.

The principal risks and uncertainties facing the Company are summarised at page 21.

Results and dividend

During the 12 months ended 31 December 2024, the Company reported a loss of US$9.4m (2023: loss of US$5.3m).

No dividends have been declared or paid in respect of the years ending 2024 or 2023.

Share capital and funding

The ordinary shares of the Company were listed on the standard segment of the main market of the London Stock Exchange on 28 March 2019 and, on a fully fungible basis, on the Astana International Stock Exchange on 6 January 2020.

Full details of the Company's share capital, together with details of the movements in the Company's issued share capital during the year, are set out in Note 20 to the consolidated financial statements on page 62.

Directors

The Board of Directors is comprised of three executive directors and four non-executive directors.

Current directors

The directors of the Company who held office during the year and to the date of this report are as follows:

Sir Mick Davis

Nicholas Bridgen

Andrey Kuznetsov

William Callewaert

Christopher Thomas

Petrus Nienaber

James Turian

The biographical details of those directors that served during the year are set out at pages 25 to 26.

Election and re-election of directors

In accordance with the Company's Articles of Incorporation, any director who has been appointed by the Board since the date of the previous annual general meeting or who has not previously retired at the two preceding annual general meetings shall stand for election or re-election at the next general meeting. However, for the purposes of good corporate governance, all directors put themselves forward for re-election at each annual general meeting.

At the Company's annual general meeting held on 23 October 2024, all appointed directors were re-elected to their respective roles.

Attendance at scheduled Company board meetings

Remuneration

1 remuneration paid to each of these directors was by a combination of cash (US$11,875) and Company shares (US$35,625).

Director's interests in the issued share capital of the Company

The interests of the Directors in the Company's issued share capital at 31 December 2024 and at the date of the signing of this report are as follows:

1 Sir Mick Davis is the Chairman of Vision Blue Resources Limited and the beneficiary of a Trust that is a shareholder in Vision Blue Resources Limited and, therefore, he indirectly has an interest in that company's investment in Ferro-Alloy Resources Limited arising from the investment agreement in place between the two entities.

2 including shares of Assiduous Group Limited which holds 5,912,133 ordinary shares. Assiduous Group Limited is an investment vehicle in which Christopher Thomas is the sole shareholder and director.

Substantial Shareholdings

A list of shareholders who beneficially hold more than 5% of the Company's shares at 31 December 2024 is as follows:

Directors' Indemnity Insurance

During the year, Director's and Officer's liability insurance was maintained for the Directors and other officers of the Group.

Political Donations

The Group did not make any political donations during the year.

Electronic Communications

The Directors are responsible for ensuring that the Company's annual report and financial statements are made available on a website. Financial statements are published on the Company's website (www.ferro-alloy.com) in accordance with applicable legislation in Guernsey governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Board Diversity

In accordance with UK Listing Rule 14.3.30, the Company has not met the required targets with respect to board diversity given the Company's stage of development and size. The Directors recognise the importance of diversity in both the workplace and at board level and will take steps towards achieving the requirements of UK Listing Rule 14.3.30.

Going Concern

The financial statements have been prepared on a going concern basis.

The operations of the Group are financed from a combination of cash flows generated by the existing operation, bond issues and funds raised from shareholders and strategic investors. In common with many pre-production entities, the Group will need to raise further funds in order to progress from the feasibility study phase into construction and ultimately into production.

The completion of the Balasausqandiq Phase 1 feasibility study is expected within the first half of 2025. Following the publication of the feasibility study, the Directors are confident based on their previous experience and success in raising capital and the results of the feasibility study to date, that the Company will be able to secure further funding and will, therefore, continue as a going concern for at least the next 12 months.

Accordingly, the Directors believe that it is appropriate that the Company adopts the going concern basis of accounting in preparation of these financial statements but note that the requirement to raise further funding is considered to be a material uncertainty. The financial statements do not include the adjustments that would be required if the Group was unable to continue as a going concern.

Events Occurring After the Reporting Period

On 6 January 2025, the Company issued 1,764,983 shares in lieu of cash for the payment of non-executive director fees and certain Group suppliers in addition to a minor share subscription from the Company's Astana International Exchange market maker. On 13 March 2024, the Company issued 8,657,115 shares in lieu of cash for the payment of a Group supplier.

Auditor

Crowe U.K. LLP has expressed its willingness to continue in office as auditor and a resolution to re-appoint Crowe U.K. LLP will be proposed at the Company's forthcoming annual general meeting.

During 2024, the Audit Quality Review team of the Financial Reporting Council performed a review of the audit files covering the year ended 31 December 2023.

Statement as to Disclosure of Information to Auditor

The Directors who were in office at the date of the approval of the consolidated financial statements have confirmed that, as far as they are aware, there is no relevant audit information of which the Company's auditor is unaware and that each director has taken all the steps he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. 

Approved by the Board of Directors and signed on its behalf

William Callewaert

Director

29 April 2025

Responsibility Statement

Directors' Responsibility Statement

The Companies (Guernsey) Law, 2008 requires the Directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group for that period and of the profit or loss of the Group for that period. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and applicable law.

In preparing those financial statements the Directors are required to:

· Select suitable accounting policies and then apply them consistently;

· Make judgements and 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; and

· Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

To the best of the Directors' knowledge:

a) the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and applicable law, give a true and fair view of the assets, liabilities, financial position and profit or loss of Ferro-Alloy Resources Limited and the undertakings included in the consolidation as a whole; and

b) the management report includes a fair review of the development and performance of the business and the position of Ferro-Alloy Resources Limited and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

On behalf of the Board of Directors

William Callewaert

Director

29 April 2025

Independent Auditor's Report to the MEMBERS of FERRO-ALLOY RESOURCES LIMITED

Opinion

We have audited the financial statements of Ferro-Alloy Resources Limited and its subsidiaries (the "Group") for the year ended 31 December 2024 which comprise the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity and consolidate statement of cash flows and notes to the financial statements, including material accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

· give a true and fair view of the state of the Group's affairs as at 31 December 2024 and of its loss for the year then ended;

· have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

· have been prepared in accordance with the requirements of the Companies (Guernsey) Law 2008.

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's 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 as applied to listed entities, 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

We draw attention to note 1(d) in the financial statements, which indicates that the Group will require further funding to continue exploration and development work, and to fund its overheads during the going concern assessment period. At the date of approval of the financial statements, there is no certainty that this funding will be raised.

As stated in note 1(d), these events or conditions, along with the other matters as set forth in note 1(d), indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included

· Assessing the accuracy of forecasting by comparing previous forecasts with actual results;

· Assessing the cash flow requirements of the Group for its exploration work, operating activities, and payment of bond interest over the duration of the going concern period based on budgets and forecasts;

· Understanding the forecast expenditure that is committed, and that which could be considered discretionary;

· Assessing management's plans to raise the funding required and the proposed source of funding;

· Considering the liquidity of existing assets in the statement of financial position; and

· Considering the potential downside scenarios and the resultant impact on available funds.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be $250,000 (2023 $300,000), based on approximately 1.3% of total assets.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We determined performance materiality to be $175,000 (2023 $210,000).

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of $12,500 (2023: $12,500). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

The Group operates through the Parent Company based in Guernsey whose main function is the incurring of administrative costs and providing funding to the operating entities in Kazakhstan. In addition to the Parent Company, the subsidiary Firma Balausa LLC was considered to be a significant component.

In establishing our overall approach to the Group audit, we determined the type of work that needed to be performed in respect of each component. A full scope audit of both the Parent Company and Firma Balausa LLC subsidiary was carried out principally in Kazakhstan by a local Crowe network member firm, at the direction of instructions provided by the Group auditor. The consolidation was audited by the Group auditor. The remaining components of the Group were considered non-significant and these components were subject to analytical procedures performed by the Group auditor.

A member of the Group audit team visited Kazakhstan to meet with local management and substantiate information and explanations provided during the audit work.

Our involvement with component auditors

For the work performed by the component auditor, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the consolidated financial statements as a whole. Our involvement with the component auditor included the following:

· Detailed group instructions were sent to the component auditor, which included the significant areas to be covered by the audit (including areas that were deemed to be key audit matters as detailed below), the level of component materiality, and set out the information required to be reported on to the Group auditor;

· A member of the Group audit team reviewed the component auditor's working papers at their offices in Kazakhstan and held regular calls with the component auditor throughout the engagement;

· We held calls and meetings with Group and component management to discuss accounting and audit matters arising.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We identified going concern as a key audit matter and have detailed our response in the material uncertainty related to going concern section above.

This is not a complete list of all risks identified in the audit.

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

Other information

The directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report 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.

Matters on which we are required to report by exception

Under The Companies (Guernsey) Law, 2008, we are required to report to you if, in our opinion:

· we have not received all the information and explanations we require for our audit; or

· proper accounting records have not been kept; or

· the financial statements are not in agreement with the accounting records.

We have no exceptions to report arising from this responsibility.

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 32, 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 is 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 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 and Group or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor's report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

· We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the procedures in place for ensuring compliance. These included the Companies (Guernsey) Law 2008, and the significant laws and regulations in Kazakhstan including the terms of the subsoil use agreement, tax legislation and environmental legislation.

· As part of our audit planning process, we assessed the different areas of the financial statements, including disclosures, for the risk of material misstatement. This included considering the risk of fraud where direct enquiries were made with management and those charged with governance concerning both whether they had any knowledge of any actual or suspected fraud and their assessment of the susceptibility to fraud. We considered the risk to be greater in areas involving significant management estimation or judgement. Based on this assessment, we designed audit procedures to focus on these specific areas.

· We tested the appropriateness of journal entries throughout the year by vouching a risk-based sample of journals to supporting documentation and explanations.

· A detailed review of the Group's year end adjusting entries was performed. Any items that appeared unusual in nature or value were vouched to supporting documentation.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law 2008. 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 an auditor's report 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.

Stephen Bullock

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

London, U.K.

Date: 29 April 2025

These consolidated financial statements were approved by the Board of Directors on 29 April 2025 and were signed on its behalf by:

William Callewaert

Director

The notes on pages 45 to 76 form part of these consolidated financial statements.

Notes to the consolidated financial statements for the year ended 31 December 2024

1 Basis of preparation

The consolidated financial statements for the year ended 31 December 2024 comprise the Company and the following subsidiaries:

(a) Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").

(b) Basis of measurement

The consolidated financial statements are prepared on the historical cost basis except as otherwise noted below.

(c) Functional and presentation currency

The national currency of Kazakhstan is the Kazakhstan Tenge ("KZT") which is also the functional currency of the Group's operating subsidiaries. The functional currency of the Company is US Dollars ("US$"). The presentation currency of the consolidated financial statements is US Dollars.

(d) Going concern

The consolidated financial statements have been prepared in accordance with IFRS on a going concern basis.

The operations of the Group are financed from a combination of cash flows generated by the existing operation, bond issues and funds raised from shareholders and strategic investors. In common with many pre-production entities, the Group will need to raise further funds in order to progress from the feasibility study phase into construction and ultimately into production.

The completion of the Balasausqandiq Phase 1 feasibility study is expected within the first half of 2025. Following the publication of the feasibility study, the Directors are confident based on their previous experience and success in raising capital and the results of the feasibility study to date, that the Company will be able to secure further funding and will, therefore, continue as a going concern for at least the next 12 months.

Accordingly, the Directors believe that it is appropriate that the Company adopts the going concern basis of accounting in preparation of these financial statements but note that the requirement to raise further funding is considered to be a material uncertainty. The financial statements do not include the adjustments that would be required if the Group was unable to continue as a going concern.

2 Use of estimates and judgements

Preparing the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Exploration and evaluation assets (Note 13)

The Group holds material exploration and evaluation assets and judgement is applied in determining whether impairment indicators exist under the Group's accounting policy. In determining that no impairment indicator exists management have considered the Group's imminent feasibility study on the asset, the strategic plans for exploration and future development and the status of the Subsoil Use Agreement. Judgement was required in determining that the application for deferral of obligations under the Subsoil Use Agreement (Note 26) will be granted and management anticipate such approvals being provided given their understanding of the Kazakh market and plans for the asset.

Inventories (Note 16)

The Group holds material inventories which are assessed for impairment at each reporting date. The assessment of net realisable value requires consideration of future cost to process and sell and spot market prices at year end less applicable discounts. The estimates are based on market data and historical trends.

3 Material accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Group entities, except for the implementation of new standards and interpretations.

(a) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

(ii) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date.

Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Foreign currency differences arising in translation are recognised in profit or loss.

(ii) Presentation currency

The assets and liabilities of foreign operations are translated to US$ at the exchange rates prevailing at the reporting date. The income and expenses of foreign operations are translated to US$ at the average exchange rate for the period, which approximates the exchange rates at the dates of the transactions. Where specific material transactions occur, such as impairments or reversals of impairments, the daily exchange rate is applied when the impact is material.

Foreign currency differences are recognised in other comprehensive income and are presented within the foreign currency translation reserve in equity.

Foreign currency differences arising on intercompany loans, where the loans are not planned to be repaid within the foreseeable future and form part of a net investment, are recorded within other comprehensive income and are presented within the foreign currency translation reserve in equity.

(c) Financial instruments

Financial assets and financial liabilities are recognised in the Group's consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

(i) Financial assets

Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income ("FVTOCI") or at FVTPL depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset.

A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL, at the end of each reporting period. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Group applies a general approach on all other receivables classified as financial assets. The general approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition.

The Group derecognises a financial asset 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 of the asset to another party. The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or have expired.

(ii) Customer contracts

Under some of its customer sale arrangements, the Group receives a provisional payment upon satisfaction of its performance obligations based on the spot price at that date, which occurs prior to the final price determination, with the Group then subsequently receiving or paying the difference between the final price and quantity and the provisional payment. As a result of the pricing structure, the instrument is classified at FVTPL and measured at fair value with changes in fair value recorded as other revenue.

(iii) Other receivables

Other receivables are accounted for at amortised cost. Other receivables do not carry any interest and are stated at their nominal value as reduced by appropriate expected credit loss allowances for estimated recoverable amounts as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material.

(iv) Cash and cash equivalents

Cash and cash equivalents comprise cash balances in banks, call deposits and highly liquid investments with maturities of three months or less from the acquisition date that are subject to insignificant risk of changes in their fair value, and petty cash.

(v) Financial liabilities

The Group has the following non-derivative financial liabilities: borrowings and trade and other payables. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.

(vi) Long-term borrowings

After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included as finance costs in the statement of profit or loss.

(vii) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

(d) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Land is measured at cost.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset into a working condition for its intended use, the costs of dismantling and removing the items and restoring the site on which they are located.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and is recognised net within other income/other expenses in profit or loss.

 (ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives for the current and prior periods are as follows:

· Buildings 10-50 years;

· Plant and equipment 4-20 years;

· Vehicles 4-7 years;

· Computers 3-6 years; and

· Other 3-10 years.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted prospectively if appropriate.

Assets under construction are not depreciated and begin being depreciated once they are ready and available for use in the manner intended by management.

(e) Exploration and evaluation assets

Exploration and evaluation expenditure for each area of interest once the legal right to explore has been acquired, other than that acquired through a purchase transaction, is carried forward as an asset provided that one of the following conditions is met:

· Such costs are expected to be recouped through successful exploration and development of the area of interest or, alternatively, by its sale; or

· Exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing.

Exploration and evaluation costs are capitalised as incurred. Exploration and evaluation assets are classified as tangible or intangible based on their nature. Exploration expenditure which fails to meet at least one of the conditions outlined above is written off. Administrative and general expenses relating to exploration and evaluation activities are expensed as incurred.

The exploration and evaluation assets shall no longer be classified as such when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. This includes consideration of a variety of factors such as whether the requisite permits have been awarded, whether funding required for development is sufficiently certain of being secured, whether an appropriate mining method and mine development plan is established and the results of exploration data including internal and external assessments.

Exploration and evaluation assets will be reclassified either as tangible or intangible development assets and amortised on a unit-of-production method based on proved reserves.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of exploration and evaluation assets may exceed their recoverable amount, which is the case when: the period of exploration license has expired and it is not expected to be renewed; substantial expenditure on further exploration is not planned; exploration has not led to the discovery of commercially viable reserves; or indications exist that exploration and evaluation assets will not be recovered in full from successful development or by sale.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

(f) Intangible assets

(i) Intangible assets with finite useful lives

Intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(iii) Amortisation

Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value.

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use since this most closely reflects the expected pattern of consumption of future economic benefits embodied in the asset.

The estimated useful lives for the current and comparative periods are as follows:

· Patents 10-20 years; and

· Mineral rights 20 years.

Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

(g) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on first-in first-out method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(h) Impairment

(i) Non-financial assets

The carrying amounts of the Group's non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit ("CGU") exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell (otherwise referred to as fair value less cost to develop in the industry). Fair value less costs to sell is determined by discounting the post-tax cash flows expected to be generated by the cash-generating unit, net of associated selling costs, and takes into account assumptions market participants would use in estimating fair value. In assessing the value in use, the estimated future cash flows are adjusted for the risks specific to the asset/cash-generating unit and are discounted to their present value that reflects the current market indicators. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The Group's corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the cash generating unit to which the corporate asset belongs.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 (i) Employee benefits

(i) Defined contribution plans

The Group does not incur any expenses in relation to the provision of pensions or other post-employment benefits to its employees. In accordance with Kazakhstan state pension social insurance regulations, the Group withholds pension contributions from Kazakhstan based employee salaries and transfers them into State operated pension funds. Once the contributions have been paid, the Group has no further pension obligations. Upon retirement of employees, all pension payments are administered by the State pension funds directly.

(ii) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(j) Provisions

(i) Recognition and measurement

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.

(ii) Site restoration

In accordance with the Group's environmental policy and applicable legal requirements, a provision for site restoration is recognised when the land is disturbed as a result of pit development and plant decommissioning with a corresponding increase in exploration and evaluation costs or property, plant and equipment. Subsequent changes in the provision due to estimates are recorded as a change in the relevant asset. The provision is discounted at a risk-free rate with the costs incorporating risks relevant to the site restoration and an unwinding charge is recognised within finance costs for the unwinding of the discount.

 (k) Revenue

(i) Goods sold

Revenue from customers comprises the sale of vanadium and molybdenum products with other revenues from gravel and waste rock being non-significant. Revenue from vanadium products is recognised at a point in time when the customer has a legally binding obligation to settle under the terms of the contract and when the performance obligations have been satisfied, which is once control of the goods has transferred to the buyer at a designated delivery point at which point possession, title and risk transfers.

The Group commonly receives a provisional payment at the date control passes with reference to spot prices at that date. The final consideration is subject to quantity / quality adjustments and final pricing based on market prices determined after the product reaches its port of destination. The quantity / quality adjustments represent a form of variable consideration and revenue is constrained to record amounts for which it is highly probable no reversal will be required. However, given the short period to delivery post year end the final quantity / quality adjustments are known and revenue for the period is adjusted to reflect the final quantity / quality occurring subsequent to year end if material.

Changes in final consideration due to market prices is not determined to qualify as variable consideration within the scope of the IFRS 15 "Revenue from Customers". Changes in fair value as a result of market prices are recorded within revenue as other revenue.

(l) Finance costs

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions for historical costs and site restoration and foreign currency losses. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements result in a net gain or loss, this includes exchange gains and losses that arise on trade and other receivables and trade and other payables in foreign currency.

(m) Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that they relate to items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(n) Earnings per share

The Company presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

(o) Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses related to transactions with other components of the same group); whose operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(p) Government grants

Government grants are initially recognised as deferred income once the Group has reasonable assurance that the grant will be received and that the Group will be in a position to comply with any terms or conditions associated with the grant.

Grants relating to the purchase of plant and equipment are recognised as deferred income and they are credited to profit or loss on a straight-line basis over the expected lives of the related assets.

Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis in the periods in which the expenses are recognised. 

(q) New and amended standards adopted

No new standards and interpretations issued by the IASB have had a significant impact on the consolidated financial statements and the Company does not expect any significant impact from standards and interpretations in issue but not yet in effect.

4 Revenue

Vanadium and molybdenum products

Under certain sales contracts the single performance obligation is the delivery of ammonium metavanadate ("AMV") to the designated delivery point at which point possession, title and risk on the product transfers to the buyer. The buyer makes an initial provisional payment based on volumes and quantities assessed by the Company and market spot prices of vanadium pentoxide for AMV at the date of shipment. The final payment is received once the product has reached its final destination with adjustments for quality / quantity and pricing. The final pricing is based on the historical average market prices during a quotation period based on the date the product reaches the port of destination and an adjusting payment or receipt will be made to the revenue initially received. Where the final payment for a shipment made prior to the end of an accounting period has not been determined before the end of that period, the revenue is recognised based on the spot price that prevails at the end of the accounting period.

Other revenue related to the change in the fair value of amounts receivable and payable under the sales contracts between the date of initial recognition and the period end resulting from market prices are recorded as other revenue.

5 Cost of sales

6 Other income