Final Results

Empire Metals Limited / LON: EEE, OTCQX: EPMLF / Sector: Natural Resources

23 March 2026

Empire Metals Limited

("Empire" or "the Company")

Final Results for the year ended 31 December 2025

Empire Metals Limited, the AIM-quoted and OTCQX-traded exploration and development company, announces its final results for the year ended 31 December 2025.

The annual report and accounts for the year ended 31 December 2025 will be posted to shareholders today and will be available for download shortly from the Company's website: www.empiremetals.com.

Highlights

· Released a maiden JORC Mineral Resource Estimate ("MRE"), reporting a total of 2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of contained titanium dioxide; and

· Achieved a very high-purity TiO2 product, assaying at 99.25% TiO2, through conventional beneficiation, leaching and refining processes; and

· Successfully raised a total of £11.5m, significantly strengthening our balance sheet and shareholder basis; and

· The Company's shares were added to the FTSE AIM 100 index, effective 22 September 2025; and

· Awarded the Exploration Discovery of the Year Award at Resourcing Tomorrow's Outstanding Achievement Awards Ceremony, in London, for its Pitfield titanium project.

· Strong cash position as at 20 March 2026 of £8.4 million.

Shaun Bunn, Managing Director, said: "2025 was a transformational year for Empire Metals. We successfully delivered our maiden MRE at Pitfield, reporting a total of 2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of contained titanium dioxide, confirming the unique scale and quality of the Project. We also achieved a very high-purity TiO2 product, which further endorsed Pitfield's potential as a strategically significant source of feedstock for titanium metal production.

Following two successful fundraises, we remain in a robust cash position with a strengthened shareholder register that will support us on our accelerated path to the commercialisation of the Project."

**ENDS**

For further information please visit www.empiremetals.co.uk or contact:

CHAIRMAN'S STATEMENT

The year under review has been transformational for Empire, marked by substantial technical, operational and strategic progress at our flagship Pitfield titanium project in Western Australia. Pitfield has now been confirmed as a globally significant titanium discovery, and its strategic importance as a critical mineral project continues to strengthen against a backdrop of disrupted global supply chains, geopolitical realignment and increasing demand for secure, high-quality feedstock.

The Company had some major achievements for the year despite a challenging global macro economic environment, these highlights include:

· Released a maiden JORC Mineral Resource Estimate ("MRE"), reporting a total of 2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of contained titanium dioxide; and

· Achieved a very high-purity TiO2 product, assaying at 99.25% TiO2, through conventional beneficiation, leaching and refining processes; and

· Successfully raised a total of £11.5m, significantly strengthening our balance sheet and shareholder basis; and

· The Company's shares were added to the FTSE AIM 100 index, effective 22 September 2025; and

· Awarded the Exploration Discovery of the Year Award at Resourcing Tomorrow's Outstanding Achievement Awards Ceremony, in London, for its Pitfield titanium project.

Macroeconomic Environment

The global macroeconomic environment during the year remained complex, characterised by geopolitical tensions, supply chain re-alignment and an increasing focus on resource security. Governments across the U.S., UK, EU, Canada, Japan, South Korea and Australia continue to prioritise critical minerals as essential inputs for industrial resilience, defence capability and long-term economic strategy. Titanium is formally classified as a critical mineral across these jurisdictions, reflecting both structural demand and concentrated global supply.

Titanium dioxide is essential in pigment applications, valued for its brightness and durability, while titanium metal is indispensable in aerospace and defence owing to its strength, light weight and corrosion resistance. Long-term demand for titanium is forecast to grow at approximately 3.7% CAGR. At the same time, global supply remains concentrated, with processing capacity heavily dominated by China. This concentration underscores the strategic importance of developing alternative, high-quality sources of supply.

Pitfield Titanium Project

Pitfield has the potential to provide a significant Western source of titanium feedstock. The combination of scale, grade and mineralisation distinguishes the project from conventional ilmenite-based deposits, which currently account for the majority of global supply and require energy-intensive upgrading processes.

In October, the Company announced its maiden Mineral Resource Estimate ("MRE"), reporting a total of 2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of contained titanium dioxide. The MRE confirmed widespread and continuous mineralisation within the in-situ weathered cap, extending from surface to depths exceeding 50 metres, including a high-grade central core averaging approximately 6% TiO₂ across a continuous 3.6km strike length. Importantly, the maiden MRE represents only a small portion of the known mineralised footprint, highlighting further growth potential.

The successful delivery of multiple drill campaigns during the year, completed on time, on budget and without health and safety incident, reflects the strong operational discipline of the team.

In parallel with resource definition work, the Company advanced metallurgical testwork and process flowsheet development. During the year, testwork achieved a product assaying 99.25% TiO₂ using conventional beneficiation, leaching and refining processes. These results demonstrate the potential to produce high-purity TiO₂ products, positioning Pitfield to potentially serve premium pigment and titanium metal markets. Further engineering and pilot-scale testwork will continue to evaluate scalability, process optimisation and economic parameters.

Sustainability and Governance

As a developer of a critical mineral project, Empire recognises the importance of responsible resource development. The Company is committed to high standards of corporate governance, environmental stewardship and stakeholder engagement. As Pitfield advances, environmental baseline work, permitting strategy and community engagement will remain central to our approach. The Board is focused on ensuring that growth is underpinned by disciplined governance, transparent reporting and long-term value creation for all stakeholders.

Corporate

During the year, we strengthened both our Board and operational capabilities to support accelerated development of Pitfield.

I was pleased to welcome Mr Phillip Brumit to the Board in January. Phil brings over 40 years of experience across engineering, project management, construction and mining operations with leading global mining companies. His expertise is highly relevant as the Company advances Pitfield toward feasibility studies.

Operational capability was enhanced through the appointments of Mr Alan Ruibio as Study Manager, Mr Pocholo Aviso as Hydro-metallurgist, and Mr Michael Tamlin as Marketing Manager. These additions support the evaluation of mining scenarios, optimisation of process flowsheets and early market engagement.

I would also like to acknowledge the exceptional leadership of our Managing Director, Shaun Bunn, and the executive team, whose disciplined execution, technical depth and strategic clarity have underpinned the significant progress achieved during the year.

Financial

To support development momentum at Pitfield, the Company strengthened and broadened its investor base.

Empire was admitted to trading on the OTCQB in March and upgraded to OTCQX in September, enhancing accessibility and visibility among U.S. investors seeking exposure to critical minerals.

During the year, the Company completed two successful fundraises. In May, £4.5 million was raised, increasing institutional participation from Asia and Australia. In October, a further £7 million was raised from existing institutional shareholders, reinforcing the Company's financial position and enabling continued advancement of resource expansion and metallurgical testwork.

In December, the Company announced the conditional sale of its 75% interest in the Eclipse Gold Project, further streamlining the portfolio and sharpening focus on Pitfield.

Financial Results

As an exploration and development group that does not yet generate revenue, the Company reports a loss for the 12 months ended 31 December 2025 of £3,544,146 (2024: loss of £4,092,004).

The Group's cash position as at 20 March 2026 was £8.4 million.

The Directors have prepared cash flow forecasts and are satisfied that the Group has adequate resources to continue its planned exploration and development activities for the foreseeable future.

Outlook

The coming 12 months will focus on advancing multiple workstreams in parallel to further de-risk and define the development pathway for Pitfield. Resource expansion drilling will continue to upgrade and expand the existing MRE, while engineering studies, metallurgical optimisation and mining studies will contribute to a Scoping Study.

The Company is also progressing preparatory work in relation to a potential dual listing on the ASX, with Canaccord Genuity (Australia) anticipated to serve as lead adviser.

With a strengthened Board, an expanded technical team and significant development momentum, Empire is well positioned to advance Pitfield toward commercialisation. I would like to thank our shareholders for their continued support as we progress the development of what we believe has the potential to become a strategically important, long-life source of titanium for global markets.

Neil O'Brien

Non-Executive Chairman

20 March 2026

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

The Financial Statements were approved and authorised for issue by the Board of Directors on 20 March 2026 and were signed on its behalf by:

Gregory Kuenzel

Finance Director

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year ended 31 December 2025

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 December 2025

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2025

1 Share options over a total of 2,000,000 ordinary shares of no par value were granted to a director in the year.

ACCOUNTING POLICIES

1. General Information

The principal activity of Empire Metals Limited ("the Company") and its subsidiaries (together "the Group") is to implement its mineral exploration strategy to advance projects towards defining a sufficient in-situ mineral resource to support a detailed feasibility study towards mine development and production.

The Company's shares are traded on AIM, a market operated by the London Stock Exchange. The Company is incorporated in the British Virgin Islands and domiciled in the United Kingdom. The Company changed its name to Empire Metals Limited on 10 February 2020.

The address of its registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, BVI.

2. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of Preparation of Financial Statements

The Group Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union. The Group Financial Statements have been prepared under the historical cost convention, unless stated otherwise.

The Financial Statements are presented in UK Pounds Sterling rounded to the nearest pound.

The preparation of Financial Statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 4.

2.2 Changes in accounting policy and disclosures

(a) New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January 2025

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions were applicable for the period ended 31 December 2025 but did not result in any material changes to the Financial Statements of the Group.

b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on future Group Financial Statements.

2.3 Basis of Consolidation

The Group Financial Statements consolidate the Financial Statements of Empire Metals Limited and the Financial Statements of all of its subsidiary undertakings made up to 31 December 2025.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group 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. Where an entity does not have returns, the Group's power over the investee is assessed as to whether control is held. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Below is a summary of subsidiaries of the Group:

GMC Investments Limited was dissolved on 20 September 2024.

Eclipse Exploration Pty Ltd changed its name to Empire Metals Australia Pty Ltd on 29 October 2024.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting

policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.4 Going Concern

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chairman's Report from page 3. In addition, Note 3 to the Financial Statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; and details of its exposure to credit and liquidity risk.

The Financial Statements have been prepared on a going concern basis. Although the Group's assets are not generating steady revenue streams, an operating loss has been reported and an operating loss is expected in the 12 months to 31 December 2026, the Directors believe that the Group will have sufficient funds to meet its immediate working capital requirements and to meet all committed exploration costs over the next 12 months from the date of approval of these Financial Statements. On 23 May 2025 the company raised £4.5 million via the issue of new ordinary shares and a further £7,000,000 via another issue of new ordinary shares on 30 October 2025. As at 12 February 2026, the Group has cash and cash equivalents of £9.9m. This amount is expected to adequately cover forecast working capital requirements. 

The Directors have, in the light of all the above circumstances, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the Group Financial Statements.

2.5 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

2.6 Foreign Currencies

(a) Functional and presentation currency

Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the Company is Sterling, the functional currency of the BVI subsidiaries is US Dollars, the functional currency of the Austrian subsidiary is Euros and the functional currency of the Australian subsidiary is AUD Dollars. The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement.

(c) Group companies

The results and financial position of all the Group's entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

· assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

· income and expenses for each statement of comprehensive income presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

· all resulting exchange differences are recognised in other comprehensive income where material.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

2.7 Intangible Assets

Exploration and evaluation assets

The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets, relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

Exploration and evaluation assets are recorded and held at cost.

Exploration and evaluation assets are assessed for impairment annually or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. IFRS 6 permits impairments of exploration and evaluation expenditure to be reversed should the conditions which led to the impairment improve. The Group continually monitors the position of the projects capitalised and impaired.

Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.

2.8 Other Investments

Other investments represent financial assets measured at fair value through profit or loss (FVTPL) in accordance with IFRS 9 Financial Instruments. These investments are initially recognised at fair value, with transaction costs expensed in profit or loss as incurred.

For certain unquoted investments or investments acquired recently where fair value cannot be reliably determined at initial recognition, cost may represent the best estimate of fair value and is therefore used on initial recognition.

Subsequent to initial recognition, other investments classified as FVTPL are remeasured at fair value at each reporting date. Changes in fair value are recognized in profit or loss in the period in which they arise.

Where fair value cannot be readily determined for certain unquoted investments, cost may continue to be used as an approximation of fair value where it represents the best estimate of fair value in accordance with guidance under IFRS 13 Fair Value Measurement.

2.9 Property, Plant and Equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

Computer equipment - 20 to 50% straight line

Field equipment - 20 to 50% straight line

All assets are subject to annual impairment reviews. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replacement part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.

The asset's residual value and useful economic lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other gains / (losses)' in the income statement.

2.10 Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Non-financial assets that suffered impairment (except goodwill) are reviewed for possible reversal of the impairment at each reporting date.

2.11 Assets classified as held for sale

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying value and fair value less costs to sell. An impairment loss is recognised for any subsequent write-down of the asset to fair value less costs to sell.

2.12 Financial Assets

(a) Classification

The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other financial assets at amortised cost, at fair value through other comprehensive income and at fair value through profit or loss, loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(b) Recognition and measurement

Amortised cost

Trade and other receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair value. The group holds the trade and other receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

The group classifies its financial assets as at amortised cost only if both of the following criteria are met: 

· the asset is held within a business model whose objective is to collect the contractual cash flows; and 

· the contractual terms give rise to cash flows that are solely payments of principle and interest. 

Fair value through the profit or loss

Financial assets that do not meet the criteria for being measured at amortised cost or 'fair value through other comprehensive income' (FVTOCI), are measured at 'fair value through profit or loss' (FVTPL).

(c) Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss.

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

(d) Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial asset measured at FVTPL.

2.13 Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Trade and other payables

After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

Fair value

All assets and liabilities for which fair value is measured or disclosed in the consolidated Financial Statements are categorised within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other assets and liabilities for which the fair value was used:

- level 1: quoted prices in active markets for identical assets or liabilities;

- level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

- level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2.14 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand.

2.15 Taxation

Tax for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally the group is unable to control the reversal of the temporary difference for associates. Only where there is an agreement in place that gives the group the ability to control the reversal of the temporary difference not recognised.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.16 Share Capital, share premium and other reserves

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the Income Statement.

Other reserves consist of the share option reserve and the foreign exchange translation reserve. See Notes 16 and 17 for further detail.

2.17 Reverse acquisition reserve

The reverse acquisition reserve arose on the acquisition of Kibe Investments No. 2 Limited in 2010. There has been no movement in the reserve since that date.

2.18 Employee Benefit Trust

The Group operates an Employee Benefit Trust ("EBT") to facilitate the administration of employee share-based incentive schemes. The trust is consolidated as part of the Group's financial statements in accordance with IFRS 10 Consolidated Financial Statements as the Group has control over the trust.

Contributions made by the Group to the Employee Benefit Trust are recorded as deductions from equity until the shares are vested or transferred to employees. Shares held by the trust are treated as treasury shares and presented as a deduction from equity.

When shares are transferred to employees to satisfy share-based payment awards, the cost of the shares is recognised as part of share-based payment expense in accordance with IFRS 2 Share-based Payment over the vesting period of the relevant awards.

Any difference between the cost of shares held by the trust and the amount recognised in share-based payment reserves is adjusted within equity.

2.19 Share Based Payments

The Group operates a number of equity-settled share-based schemes, under which the entity receives services from employees or third-party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in the income statement or charged to equity depending on the nature of the service provided or instrument issued. The total amount to be expensed or charged in the case of options is determined by reference to the fair value of the options or warrants granted:

· including any market performance conditions;

· excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and

· including the impact of any non-vesting conditions (for example, the requirement for employees to save).

In the case of shares and warrants the amount charged to the share premium account is determined by reference to the fair value of the services received if available. If the fair value of the services received is not determinable the shares are valued by reference to the market price and the warrants are valued by reference to the fair value of the warrants granted as described previously.

Non-market vesting conditions are included in assumptions about the number of options or warrants that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement or equity as appropriate, with a corresponding adjustment to another reserve in equity.

When the warrants or options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the warrants or options are exercised.

2.20 Leases

The Group leases certain property.

The lease liability is initially measured at the present value of the lease payments that are not paid. Lease payments generally include fixed payments less any lease incentives receivable. The lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. The Group estimates the incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the lease is denominated. The lease liability is subsequently measured at amortised cost using the effective interest method. The lease liability is remeasured when the expected lease payments change as a result of new assessments of contractual options and residual value guarantees.

The right-of-use asset is recognised at the present value of the liability at the commencement date of the lease less any incentives received from the lessor. Added to the right-of-use asset are initial direct costs, payments made before the commencement date, and estimated restoration costs. The right-of-use asset is subsequently depreciated on a straight-line basis from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in lease liabilities, split between current and non-current depending on when the liabilities are due. The interest element of the finance cost is charged to the Statement of Profit and Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Assets obtained under finance leases are depreciated over their useful lives. The lease liabilities are shown in Note 15.

Exemptions are applied for short life leases and low value assets, with payment made under operating leases charged to the Consolidated Statement of Comprehensive Income on a straight-line basis of the period of the lease.

2.21 Revenue Recognition

Revenue is recognised in respect of amounts recharged to project strategic partners in accordance with their contractual terms. Revenue is also generated from management and consulting services to third parties.

The Group derives revenue from the transfer of services overtime and at a point in time in the service lines detailed below. Revenues from external customers come from consulting services.

The Company provides management services to subsidiary undertakings and joint venture entities for a fixed monthly fee. Revenue from providing services is recognised in the accounting period in which the services are rendered. Efforts to satisfy the performance obligation are expended evenly throughout the performance period and so the performance obligation is considered to be satisfied evenly over time.

2.22 Finance Income

Finance income consists of bank interest on cash and cash equivalents which is recognised using the effective interest rate method.

3. Financial Risk Management

3.1 Financial Risk Factors

The Group's activities expose it to a variety of financial risks being market risk (including, interest rate risk, currency risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Market Risk

(a) Foreign currency risks

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD and Euros against the UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiary in USD and Euros. The Directors will continue to assess the effect of movements in exchange rates on the Group's financial operations and initiate suitable risk management measures where necessary.

(b) Price risk

The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. Other than insignificant consulting revenue, there is no revenue. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.

The Group has no exposure to equity securities price risk, as it has no listed equity investments.

(c) Interest rate risk

As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, which is not significant.

Credit Risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.

The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

Liquidity Risk

In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed. In May 2025, the Company raised net proceeds of £4.5m and in October 2025 raised an additional £7m. See note 2.4 for further details on going concern and liquidity.

3.2 Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has no debt at 31 December 2025 and defines capital based on the total equity of the Company being £17,104,870. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

4. Critical Accounting Estimates and Judgements

The preparation of the Group Financial Statements in conformity with IFRSs requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant items subject to such estimates and assumptions include, but are not limited to:

Impairment of exploration and evaluation costs

Exploration and evaluation costs have a carrying value at 31 December 2025 of £7,117,872 (2024: £4,148,191): refer to Note 9 for more information. The Group has a right to renew exploration permits and the asset is only depreciated once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in Note 2.7. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration the expected costs of extraction, long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside, a decision will be made to discontinue exploration.

On 24 February 2024, the Company announced that management had undertaken an assessment of the Company's non-core assets and as a consequence decided not to extend the Gindalbie Tribute Agreement which was due to expire on 24 February 2024. As a result, the previously capitalised exploration costs relating to Gindalbie were fully impaired in the prior year.

On 26 April 2024, it was announced management had undertaken an assessment of the Company's non-core assets and as a consequence decided not to extend the completion date for the acquisition of the Stavely Project, located in Victoria, which expired on 6 April 2024, and as a consequence the acquisition has been terminated. As a result the previously capitalised exploration costs relating to the Stavely project were impaired in the prior year.

Other investments

During the period, European Mining Services Limited, a subsidiary of the Empire Metals Group, subscribed for 5,000,000 shares in Lake Chandler HPA Ltd at a cost of £150,000.

The investment is held at cost and classified as a financial asset measured at fair value through profit or loss under IFRS 9 Financial Instruments.

The measurement of other investments classified as financial assets at fair value through profit or loss requires management to estimate the fair value of such investments at each reporting date in accordance with IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement.

Where quoted market prices are not available, particularly for unquoted or illiquid investments, the Group uses valuation techniques that may include recent transaction prices, discounted cash flow models, or other observable market inputs where available. In certain circumstances, cost may be considered an appropriate estimate of fair value, particularly when there has been insufficient recent information to determine fair value reliably. These valuations require management to make judgements and assumptions regarding future cash flows, discount rates, market conditions, and comparable market data. Changes in these assumptions may result in material adjustments to the carrying value of the investments in future reporting periods.

As at the balance sheet date, no adjustment to the carrying value has been made as cost is considered the best approximation of fair value given the absence of an active market for the shares.

Held for sale assets

The Company has been working on a potential divestment of the Eclipse Project and have found a buyer for this project. Management are committed to the sale of the Eclipse licence and the expectation is that this sale will be completed in the next three months.

As a result this asset is classified as held for sale at the year end. Please refer to Note 12.

Share based payment transactions

The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and to suppliers for various services received.

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 18.

5. Segmental Information

As at 31 December 2025, the Group operates in three geographical areas, the UK, Austria and Australia. The Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Austria and Australia relate to exploration and evaluation work. The reports used by the chief operating decision maker are based on these geographical segments.

The Group generated no revenue during the year ended 31 December 2025: £nil (2024: £nil).

Segment assets and liabilities are allocated based on geographical location.

Expenses by Nature

6. Taxation

The tax on the Group's loss differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:

The weighted average applicable tax rate of 25% (2024: 25%) used is a combination of the 25% standard rate of corporation tax in the UK (2024: 25%), 23% Austrian corporation tax (2024: 23%) and 25% Australian corporation tax (2024: 25%).

The Group has accumulated tax losses of approximately £8,764,440 (2024: £7,923,158) available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.

Property, Plant and Equipment

The right of use asset shown above is an asset in use by the Group's subsidiary undertaking and represents leasehold premises. Please refer to Note 15.

Intangible Assets

As at 31st of December 2025, the Company has now completed a total of 382 drill holes for 32,256 m. On 14th of October 2025, the company announced a Maiden JORC compliant Mineral Resource Estimate for the Pitfield project totalling 2.2 billion tons at 5.1% TiO2. The MRE covers only 20% of the known mineralised footprint, indicating substantial potential for resource expansion. This positions Pitfield as one of the largest and highest-grade undeveloped titanium resources globally. Significant progress has been made over the year in demonstrating the technical and economic recoverability of the Pitfield resource. In August 2025, the company produced a high-purity final product of 99.25% TiO2 with negligible impurities. This product is suitable for pigment feedstock or titanium sponge metal production. Pilot scale test work is scheduled to commence by mid-2026, with a scoping study planned for later in the year. In February 2026, the company announced the commencement of a fully funded drill program with a total of 754 drill holes planned for approximately 34,150 m. The key outcome of the drilling will be an updated MRE at Thomas with increased resource classification into the measured and indicated categories and a significantly larger updated MRE at Cosgrove.

Eclipse-Gindalbie Project

On 24 February 2024, the Company announced that management had undertaken an assessment of the Company's non-core assets and as a consequence decided not to extend the Gindalbie Tribute Agreement which was due to expire on 24 February 2024. As a result, the previously capitalised exploration costs relating to Gindalbie were fully impaired in the prior year.

The Eclipse project is classified as an Asset Held for Sale as the Company works on completing the sale of this asset. Please refer to Note 12.

Pitfield Project

The Company acquired a 70% interest in the Pitfield project from Century Minerals Pty Ltd ('Century') on 13 April 2022. The consideration for the acquisition was satisfied by the issue of 5,611,863, new ordinary shares to Century.

In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:

• The Group's right to explore in an area has expired or will expire in the near future without renewal.

• No further exploration or evaluation is planned or budgeted for.

• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.

• Sufficient data exists to indicate that the book value may not be fully recovered from future development and production

Based on the above assessment, management does not consider there to be any indicators present over the Pitfield project, in accordance with the criterion of IFRS 6. As such, the Board do not believe that any impairment is necessary.

Walton Project

The Company acquired a 70% interest in the Walton project from Century on 24 April 2023. The consideration for the acquisition was satisfied by the issue of 5,611,863, new ordinary shares to Century.

In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:

• The Group's right to explore in an area has expired or will expire in the near future without renewal.

• No further exploration or evaluation is planned or budgeted for.

• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.

• Sufficient data exists to indicate that the book value may not be fully recovered from future development and production.

Based on the above assessment, management does not consider there to be any indicators present over the Walton project, in accordance with the criterion of IFRS 6. As such, the Board do not believe that any impairment is necessary.

Stavely Project

On 26 April 2024, it was announced management had undertaken an assessment of the Company's non-core assets and as a consequence decided not to extend the completion date for the acquisition of the Stavely Project, located in Victoria, which expired on 6 April 2024, and as a consequence the acquisition has been terminated. As a result the previously capitalised costs relating to the Stavely project were impaired in the prior year.

Other investments

During the period, European Mining Services Limited, a subsidiary of the Empire Metals Group, subscribed for 5,000,000 shares in Lake Chandler HPA Ltd at a cost of £150,000. The investment is held at cost and classified as a financial asset measured at fair value through profit or loss under IFRS 9. As at the balance sheet date, no adjustment to the carrying value has been made as cost is considered the best approximation of fair value given the absence of an active market for the shares.

Trade and Other Receivables

Other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above. These assets, excluding prepayments, together with the investment detailed in Note 10, are the only forms of financial assets within the Group, together with cash and cash equivalents.

The carrying amounts of the Group's other receivables are denominated in the following currencies:

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. All trade and other receivables are considered fully recoverable and performing.

Held For Sale Asset

The Company has been working on a potential divestment of the Eclipse Project and have found a buyer for this licence. Management are committed to the sale of the Eclipse licence and the expectation is that this sale will be completed in the next three months. As a result this asset continues to be classified as held for sale at the year end.

7. Cash and Cash Equivalents

The Group's cash is held with facilities with AA and A credit ratings.

The carrying amounts of the Group and Company's cash and cash equivalents are denominated in the following currencies:

Trade and Other Payables

The carrying amounts of the Group's trade and other payables are denominated in the following currencies:

Lease Liabilities

Lease Liabilities

Lease liabilities are effectively secured, as the rights to the leased asset revert to the lessor in the event of default.

Please refer to Note 8 for further details on the right of use asset.

For the year ended 31 December 2025, the total finance charges were £2,163 (2024: £931).

The contracted and planned lease commitments were discounted using a weighted average incremental borrowing rate of 4%.

The present value of right of use liabilities is as follows:

Share Capital and Share Premium

On 15 December 2010 the shareholders approved the removal of the Company's authorised share capital and so there is no limit on the number of shares the Company is authorised to issue. On that date the shareholders also approved the removal of the nominal value of the shares, as permitted under local company legislation. As such all amounts raised are considered to be share premium.

Issued share capital

On 13 March 2023 the Company completed a placing to raise £1.25 million before expenses by way of a placing of 55,555,554 new ordinary shares of no par value in the capital at a price of 2.25p.

On 26 April 2023, following completion on the Walton Copper-Gold-Lithium Project, the Company issued 5,611,863 consideration shares.

On 27 April 2023 the Company received notification from a warrant holder to exercise warrants over 1,500,000 new ordinary shares of no par value in the share capital of the Company at a price of 1.3p per share.

On 15 August 2023, the Company received notification from a warrant holder to exercise warrants over 773,333 new ordinary shares of no par value in the share capital of the Company at a price of 3.375p per share and 1,600,000 new ordinary shares of no par value in the share capital of the Company at a price of 3p per share. The Company issued new ordinary shares to the warrant holders for an aggregate cash value of £74,099.99.

On 25 September 2023, the Company issued 75,000,000 new ordinary shares at a price of 4p per share for gross proceeds of £3,000,000.

On 29 November 2023, the Company received notification from a warrant holder to exercise warrants over 1,876,553 new ordinary shares of no par value in the share capital of the Company at a price of 1.3p per share. The Company issued new ordinary shares to the warrant holders for an aggregate cash value of £24,395.

On 8 December 2023, the Company received notification from an option holder to exercise options over 500,000 new ordinary shares of no par value in the share capital of the Company at a price of 4p per share and 500,000 new ordinary shares of no par value in the share capital of the Company at a price of 5.5p per share. The Company issued new ordinary shares to the option holders for an aggregate cash value of £47,500.

On 26 December 2023 the Company received notification from a warrant holder to exercise warrants over 1,336,875 new ordinary shares of no par value in the share capital of the Company at a price of 6p per share.

On 22 January 2024, the Company completed a placing to raise £3 million by way of a placing of 27,272,728 new ordinary shares of no par value, at a price of 11p per share.

On 30 September 2024, the Company completed a placing to raise £2.5 million by way of a placing of 35,714,286 new ordinary shares of no par value, at a price of 7p per share.

On 29 January 2025 the Company received notification from an option holder to exercise options over 3,850,000 new ordinary shares of no par value in the share capital of the Company at a price of 4p per share and 3,850,000 new ordinary shares of no par value in the share capital of the Company at a price of 5.5p per share. The Company issued new ordinary shares to the option holders for an aggregate cash value of £365,750.

On 23 May 2025 the Company issued 47,368,423 new ordinary shares of no par value at a price of 9.5p per share for gross proceeds of £4,500,000.

On 12 June 2025 the Company received notification from warrant holders to exercise warrants over 70,000 new ordinary shares of no par value in the share capital of the Company at a price of 0.06p per share and 689,988 new ordinary shares of no par value in the share capital of the Company at a price of 0.105p per share. The Company issued new ordinary shares to the warrant holders for an aggregate cash value of £72,448.74.

On 12 September 2025, the Company received notification from option holders to exercise options over 2,500,000 new ordinary shares of no par value in the share capital of the Company at a price of 14p per share and 500,000 new ordinary shares of no par value in the share capital of the Company at a price of 2.5p per share. The Company issued new ordinary shares to the option holders for an aggregate cash value of £362,500.

On 30 October 2025, the Company issued 17,500,000 new ordinary shares of no par value at a price of 40p per share for gross proceeds of £7,000,000.

8. Other reserves

Foreign currency translation reserve - the foreign currency translation reserve represents the effect of changes in exchange rates arising from translating the Financial Statements of subsidiary undertakings into the Company's presentation currency.

Share option reserve - the share option reserve represents the fair value of share options and warrants in issue. The amounts included are recycled to share premium on exercise or recycled to retained earnings on expiry. Note 18 outlines the share based payments made in the year.

Employee Benefit Trust ("EBT") reserve - the EBT reserve represents the establishment of an Employee Benefit Trust to facilitate the implementation of a Long-Term Incentive Plan and future employee share schemes. As at year end and at the date of these accounts, no shares have been issued to the EBT.

9. Share Based Payments

Warrants and options outstanding at 31 December 2025 have the following expiry dates and exercise prices, and were valued using the Black Scholes model using the assumptions below:

*On 23 January 2025 The Company announced that it had agreed to extend the exercise period of certain share options granted to management under the Company's Long Term Incentive Plans, which were originally issued on 1 January 2021.

The risk free rate of return is based on zero yield government bonds for a term consistent with the warrant and option life. Volatility is calculated using an average of the Company's share price 6 months prior to the granted date.

The movement of options and warrants for the year to 31 December 2025 is shown below:

The total fair value charged to the statement of comprehensive income for the year ended 31 December 2025 and included in administrative expenses was £79,669 (2024: £440,578).

10. Other losses

Employees

The average monthly number of employees during the year was 7 (2024: 6).

Of the above costs, £657,344 has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.

11. Directors' Remuneration