Final Results

For immediate release

 27 June 2025

Xtract Resources Plc

("Xtract" or the "Company")

Audited results for the 12 months ended 31 December 2024

The Board of Xtract Resources Plc ("Xtract" or the "Company") announces its audited financial results for the 12 months ended 31 December 2024. The 2024 Audited Annual Report and Accounts ("Accounts") are in the process of being posted to shareholders and will be available together with this announcement on the Company's website www.xtractresources.com.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").The person who arranged the release of this announcement on behalf of the Company was Joel Silberstein, Director.

Enquiries:

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Corporate & Operational highlights-2024

· Xtract sold its 23% shareholding in the Manica Gold project in Mozambique for up to US$15 million comprising US$9 million in quarterly payments of US$750,000 and a bullet payment of US$3 million, and a further US$3 million in relation to a decision to build a sulphide plant to be received by 1 December 2028

· Xtract entered into an agreement to terminate its Mining Collaboration Agreement with MMP dated 28 May 2019 in relation to the Manica Gold Project under which the Xtract was paid US$3.325 million in cash to settle all monies due under the Mining Collaboration Agreement from MMP to Xtract and its local Mozambican subsidiary, of which US$2 million was paid in 2023

· This strategic move has enabled Xtract to reduce risk exposure as the project progressed to the complex ore phase and reallocate capital towards other copper development initiatives

· Bushranger Cu - Au Project: Metallurgical testing on material from the Racecourse deposit at Bushranger in Australia found that using NovacellTM gravity separation technology significantly improved copper recovery. The novel technology produced a pre‑concentrate of 2.8% Cu, up from an original head grade of 0.19% Cu - a potential major boost to future production efficiency and cost savings

· Licence Acquisitions & Collaborations: New licence acquisitions secured, aimed at near‑term copper and battery metal production:

· The Western Foreland joint venture has grown with the addition of three new adjacent licences in the External Fold & Thrust Belt terrane. Xtract has the option to earn a 65% interest in the three new licences by investing US$1.5 million over 2‑years

· Option secured to acquire up to a 70% interest in the historical Silverking Cu‑Ag mine and exploration project by committing US$1.5 million over a 3.5‑year period

· An option to develop and earn a 25% share in the Chilibwe project, situated near the Frontier and Mufulira mines and prospective for Copperbelt‑style mineralisation. No financial commitments have been made by Xtract

· Acquisition of a 50% interest in Moroccan based mineral development company Wildstone SARL for US$500,000, secured post year‑end. Future investment of US$900,000 could increase Xtract's stake to 80%

· Purchase of dump material from sites across Zambia's Copperbelt valued at US$1.15 per tonne for US$300,000 secured post year‑end

· Western Foreland Exploration: Initial lithological drilling has confirmed the presence of prospective stratigraphic units at the Western Foreland project that have the potential to host high‑grade Kamoa‑Kakula style mineralisation. These units will be further evaluated via ground geophysics and a subsequent Phase 1 drilling campaign should the results be promising

· Reconnaissance work has identified eight copper stream‑sediment anomalies within the External Fold & Thrust Belt portion of the Western Foreland project, these will be targeted during Phase 2 exploration

Corporate & Operational highlights - Post year end

· Moroccan New Venture: Post‑year end, desktop reconnaissance and due diligence began at the Moroccan joint venture, with results anticipated in the next reporting period

· Silverking Copper Project: Phase 1 drilling began post year‑end at the high‑grade Silverking Cu‑Ag breccia deposit. Initial results are promising and suggest the surface footprint of the high‑grade mineralisation has already more than tripled to 260m. Progress continues which aims to assess the intensity of mineralisation at surface and at depth, as well as ascertain the potential for a lower‑grade mineralised envelope

· Best results returned so far include:

· 5.99% Cu and 40.22 g/t Ag over 24.1m from 111.0m in borehole SKIDD010

· 4.15% Cu and 42.91g/t Ag over 29.70m from 93.0m in borehole SKIDD003

· 3.18% Cu and 40.32g/t Ag over 54.10m from 56.9m in borehole SKIDD002

· A ground VTEM survey has identified several additional targets that require follow‑up drilling, including a sub‑parallel mineralised structure to the main orebody, confirmed in drillhole SKIDD018 (results awaited)

Financial highlights

·  Cash of £2.17m (2023: £0.63m)

·  Net assets of £18.37m (2023: £19.89m)

·  Other operating income £0.01m (2023: £1.17m)

·  Administrative and operating expenses of £1.38m (2023: £1.05m)

Chairman's Statement

The period under review and up to the point of writing has been exceptionally busy and productive for your company. We continued to focus on our core objective of gaining new positions in highly prospective copper domains and consolidating current positions. Copper remains a key strategic commodity for the company, however during the year we also ventured into a new commodity, antimony in Morocco.

The board believes antimony is likely to be a significant area of growth in the years ahead, as countries increasingly look for supply independent of the dominant player, China.

During the year we also acquired more exploration ground in the northwestern part of Zambia, in the Western Foreland and the Fold and Thrust Belt.

These geological structures host the Ivanhoe Kamoa Mine, which is the third largest copper mine in the world, and one of the richest. Alongside other potential new mines already identified, occurring in the same Foreland domain that hosts Kamoa.

Our Bushranger project in Australia whilst relatively low‑grade, remains open ended in all directions, with 1.3million tonnes of contained copper already established in inventory. We have over time committed to a significant amount of drilling to identify and understand the nature of this orebody. Initial financial studies underpinned by information gathered from external resource estimation and metallurgical test work studies demonstrated that the project would require a sustainable copper price of US$11,000 per tonne to be viable and development‑ready.

However, during the early part of the year the Company carried out further detailed pre‑concentration test work, the results of which were very encouraging. A subsequent reworking of the financial model suggested that the project will be viable at a significantly lower copper price per tonne, somewhere in the region of US$10,000. The value added by this study demonstrated to the Board that Bushranger will undoubtedly play a role in global copper production in the future. Ore sorting is likely to drive project economics primarily as the process facilitates and encourages a smaller processing plant footprint, less tailing dam capacity and therefore a major impact on mine‑infrastructure.

The Company is constantly examining routes to monetise Bushranger, given that its location and the size of the resource, its' overall potential, position it well for the next generation of copper mines.

What's more, recent gyrations in the copper market, have shown that a sustainable copper price of US$10,000 may be closer than many people think.

Post balance sheet, the company secured positions in the Moroccan antimony arena. This first foray, has been very successful thus far. At the time of writing, Xtract acquired a significant interest in a local Moroccan company and have secured in excess of 15 licences, including one area which is production‑ready subject to reactivation of its' former mining licence status. The presence of previously broken ore and mineralised dumps and accessible underground development where high‑grade antimony is visible potentially provide the springboard for the development of Xtract's first antimony production. Early‑stage production is most likely to be derived from treatment of dumps. Whilst reclaiming dump material, the Company will explore and evaluate the former underground and open pit operations with a view to developing a full‑scale mining and processing operation with an emphasis on open pit development. The mid‑term goal is to build a flotation plant in Morocco dedicated to the production of +50% Sb concentrate generated from our own operations together with the treatment of low‑grade ores produced by local small‑scale operators.

Also post balance sheet, we commenced work on the Silverking Project, focussing initially on the known breccia pipe. The objective was to ascertain its depth, continuity and general shape. Our particular interest was to determine whether the pipe was of limited extent or part of a larger system. The outcome of our initial studies aiming to determine whether we were looking at a small‑scale high‑grade mining operation or something considerably larger. There is a suggestion from our work to date that the pipe is in fact elongated and continues to a depth of at least 180m in addition to which we have identified a number of other structures and potential structures within the Licence. We reported on the 29th of April 2025 grades as high as 32% Cu and a borehole with a 54m run of 3.18% copper, commencing at 57m below surface. Similar grades have subsequently been achieved in other boreholes which we have also been reported. The presence of high‑ grade silver as a by‑product with grades consistently more than 100g/t Ag in direct association with high copper grades provides a meaningful additional value per tonne of ore especially with a silver price of more than one US Dollar per gram.

Work has progressed quickly, and we are currently modelling mining scenarios for both oxide and sulphide mineralisation whilst completing metallurgical test work to optimise the future flow sheet. To date, the metallurgical test work has been positive, and the pit designs demonstrates that mining models can be developed with acceptable stripping ratios. It now remains to complete the balance of exploration and to thoroughly test the remaining prospective structures to build the resource and thereby determine the scale of the likely mining operation and accompanying processing plant.

Exploration work was carried out at Chilibwe and suspended due to legal complexities relating to the licence, which need resolving before further significant exploration can be justified.

Investment support for the Small Mining Industry continued to be very weak during the period, despite the apparent surge in demand for critical minerals such as copper, lithium, antimony, nickel, to name a few.

It has been generally accepted for several years that future copper supply will be totally inadequate to meet future demands. Despite this, new projects are not being developed, and major mining companies are doing little to address the potential supply‑demand gap that looks likely to build up.

It's in this context that I suggest we are likely to see higher copper prices for the remainder of this decade and halfway through the next. After that, demand and supply may once again reach a balance.

The issues facing the copper market are compounded by the time it takes to permit a mining project and, in some cases, even to permit exploration. The gestation period for a large copper mine from orebody discovery to commercial production can range from 10‑20 years and even longer. This fact will further compound copper shortages and impact on copper prices going forward.

The tariff wars and the prospect of USA tariffs on copper have led to more uncertainty and thus volatility, with countries positioning themselves in the major copper‑producing regions. America, being a big user of copper, is not well positioned in terms of new copper mines and will have to make serious efforts to position itself in copper producing countries. At the moment though, there's not much sign of this, and other countries are gaining further dominance by acquiring producing and near‑producing copper mines.

What's more, the political instability in certain parts of the Democratic Republic of the Congo is leading to companies seeking investment opportunities elsewhere southern Africa.

It all adds up to a very dynamic copper exploration environment with serious competition for projects close to feasibility or which have completed feasibility with positive results.

The board's forecast for the remainder of this year and next year is that copper prices will be closer to US$10,000 per tonne on a sustained basis and that the competition for projects will become even more intense. That has been my forecast since 2015 and events that I could not possibly have anticipated have only served to underscore this position.

Your company has built up strong exposure to particular commodities - copper and antimony - and intends to enhance shareholder value by aggressively progressing of these projects. We look forward to the remainder of this year with much confidence that our impressive portfolio will yield the results that shareholders expect and deserve.

I would like to thank my fellow directors and entire management team for their untiring efforts in what has been a difficult year, but one in which we have nevertheless managed to make significant progress.

Colin Bird

Executive Chairman

 27 June 2025

Consolidated Income Statement

For the year ended 31 December 2024

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

Consolidated and Company Statements of Financial Position

The financial statements of Xtract Resources Plc, registered number 5267047, were approved by the Board of Directors and authorised for issue. As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year is disclosed in Note 3. It was signed on behalf of the Company by:

Joel Silberstein

Director

27 June 2025

Consolidated Statement of Changes in Equity

Group

Statement of Changes in Equity

Company

Consolidated and Company Cash Flow Statement

Notes to the Financial Statements

The financial information set out in this announcement does not constitute the Company's statutory is derived from the financial statements for the year ended 31 December 2024 and period ended 31 December 2023.

Financial statements for the year ended 31 December 2024 and period ended 31 December 2023 will be delivered in due course. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2024.

Whilst the financial statements from which this preliminary announcement has been derived are prepared in accordance with International Financial Reporting Standards ("IFRS") and applicable law, this announcement does not itself contain sufficient information to comply with IFRS. The Annual Report, containing full financial statements that comply with IFRS, are in the process of being sent out to shareholders.

Selected notes from the financial statements are set out below without amendment to the note reference. The full notes are contained in the Audited Annual Report and Accounts

1. General information

Xtract Resources Plc is a Public Company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 7/8 Kendrick Mews, South Kensington, London, SW7 3HG. The nature of the Group's operations and its principal activities are set out in the Strategic Report on pages 7 to 25.

The financial statements are presented in pounds sterling (£) which is the functional currency of the Company Foreign operations are included in accordance with the policies set out in note 3. These annual financial statements were approved by the board of directors on 27 June 2025.

2. Adoption of new and revised Standards

Basis of accounting

The consolidated annual financial statements have been prepared in accordance with UK-adopted international accounting standards and in conformity with the Companies Act 2006. The consolidated annual financial statements have been prepared on the historical cost basis, as modified by financial assets measured at fair value through other comprehensive income. The principal accounting policies are set out below.

On 31 December 2020 IFRS as adopted by the European Union were brought into UK law and became UK-adopted international accounting standards with future changes being subject to endorsement by the UK Endorsement Board.

The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" ('FRS 101') and the requirements of the Companies Act 2006. The Company will continue to prepare its financial statements in accordance with FRS 101 on an ongoing basis until such time as it notifies shareholders of any change to its chosen accounting framework.

In accordance with FRS 101, the Company has taken advantage of the following exemptions:

Requirements of IAS 24, 'Related Party Disclosures' to disclose related party transactions entered into between two or more members of a group

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets

the requirements of IFRS 7 Financial Instruments: Disclosures

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements

the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. New and amended standards adopted by the Group

The most significant new standards and interpretations adopted, none of which are considered material to the Group, are as follows:

Amended standards applicable for annual periods beginning in 2024

(1) This amendment was originally issued with an effective date of 1 January 2022. This was subsequently amended to 1 January 2023. The original amendment was then updated and its mandatory date deferred until 1 January 2024 by the Amendments to IAS 1 - Non-current Liabilities with Covenants.

New standards and interpretations not yet adopted

Unless material the Group does not adopt new accounting, standards and interpretations which have been published and that are not mandatory for 31 December 2024 reporting periods.

No new standards or interpretations issued by the International Accounting Standards Board ('IASB') or the IFRS Interpretations Committee ('IFRIC') have led to any material changes in the Company's accounting policies or disclosures during each reporting period.

The most significant new standards and interpretations to be adopted in the future are as follows:

New and amended standards applicable for annual periods beginning on 1 January 2025 and beyond

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

The directors are evaluating the impact that these standards will have on the financial statements of the Group.

3. Significant accounting policies

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and entities controlled by the Company (its subsidiaries). These consolidated financial statements are made up for the year ended 31 December 2024.

Subsidiaries are all entities (including structured 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Business combinations

The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquire and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquire on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant IFRSs. Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.

Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are re-measured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 as amended, are recognised at their fair value at the acquisition date. 

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year.

Going concern

The operations of the Group have been financed through operating cash flows as well as through funds which have previously been raised from shareholders. As at 31 December 2024, the Group held cash balances of £2.17 million, and an operating profit has been reported.

On 24 January 2024, the Company announced that it had agreed terms for the disposal of the Manica Gold Project with its Mozambique partner, MMP. The Share Purchase Agreement in relation to the sale by the Company of its entire interests in the project for a consideration of up to US$15 million in cash in regular staged payments by the Buyers over the period to 1 March 2027. On 24 February 2025, the Company announced that they had agreed with MMP, and parties related to MMP, to reschedule the US$3m balloon payment due on or before 1 March 2027 as well as the additional deferred payments connected with the decision to build a sulphide orebody plant both as set out in the share purchase agreement. The rescheduling of the balloon and deferred payments does not affect the total amount due to be paid by the Buyers, which remains unchanged. To date, the Company has received all of the consideration due to be paid by the Buyers amounting to US$4.50m in aggregate.

The Directors anticipate net operating cash inflows for the Group for the next twelve months from the date of signing these financial statements.

The Directors have assessed the working capital requirements for the forthcoming twelve months and have undertaken assessments which have considered different scenarios based on exploration spend on its exploration projects in Zambia, Australia and Morocco until June 2026.

Upon reviewing those cash flow projections for the forthcoming twelve months, the directors consider that the Company is not likely to require additional financial resources in the twelve-month period from the date of approval of these financial statements to enable the Company to fund its current operations and to meet its commitments. The Group will continue to monitor corporate overhead costs on an ongoing basis.

The Directors therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Parent-only income statement

Xtract Resources Plc has not presented its own income statement as permitted by section 408 of the Companies Act 2006. The loss for the year ended 31 December 2024 was £967k (2023: loss £11k).

Foreign currencies

The individual financial statements of each Group Company are maintained in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group Company are expressed in Pound Sterling, which is the functional currency of the Company, and the presentational currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Foreign currency differences arising on retranslation into an entity's functional currency are recognised in profit and loss.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. The Group has elected to treat goodwill and fair value adjustments arising on acquisitions before the date of transition to IFRSs as Sterling denominated assets and liabilities.

Taxation

The tax expense comprises current and deferred tax.

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 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 tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Intangible assets

Land acquisition rights and mine development costs

The costs of land acquisition rights in respect of mining projects and mine development are capitalised as intangible assets. These costs are amortised over the expected life of mine to their residual values using the units-of-production method using estimated proven and probable mineral reserves.

Intangible exploration and evaluation expenditure assets

The costs of exploration properties and leases, which include the cost of acquiring prospective properties and exploration rights, are capitalised as intangible assets. Exploration and evaluation expenditure is capitalised within exploration and evaluation properties until such time that the activities have reached a stage which permits a reasonable assessment of the existence of commercially exploitable reserves. Once the Company has determined the existence of commercially exploitable reserves and the Company decides to proceed with the project, the full carrying value is transferred from exploration and development costs to mining development. Capitalised exploration and evaluation expenditure is assessed for impairment in accordance with the indicators of impairment as set out in IFRS 6 Exploration for and Evaluation of Mineral Reserves. In circumstances where a property is abandoned, the cumulative capitalised costs relating to the property are written off in the year. Capitalised exploration costs are not amortised.

Property, plant and equipment

Tangible fixed assets represent mining plant and equipment, office and computer equipment and are recorded at cost, net of accumulated depreciation. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation of each asset on a straight-line basis over its expected useful life, which is calculated on either a fixed period or the expected life of mine using the unit of production method, as appropriate.

The average life in years is estimated as follows:

Office and computer equipment 3-10

Plant and machinery 7-15

Until they are brought into use, fixed assets and equipment to be installed are included within assets under construction and are not depreciated.

The cost of maintenance, repairs and replacement of minor items of tangible fixed assets are charged to the income statement as incurred. Renewals and asset improvements are capitalised. Upon sale or retirement of tangible fixed assets, the cost and related accumulated depreciation are eliminated from the financial statements. Any resulting gains or losses are included in the income statement.

Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired

Recoverable amount is the higher of fair value less costs to sell and value in use. 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 for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalue amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Financial instruments

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. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Trade 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 receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

Fair values of trade receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

Other financial assets at amortised cost

Classification of financial assets at amortised cost

The group and parent company classify 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.

Other receivables

These amounts generally arise from transactions outside the usual operating activities of the group. Interest could be charged at commercial rates where the terms of repayment exceed six months. Collateral is not normally obtained. The non-current other receivables are due and repayable within three years from the end of the reporting period.

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value.

Financial assets at fair value through other comprehensive income

Classification of financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income (FVOCI) comprise an investment held. These are carried in the statement of financial position at fair value. Subsequent to initial recognition, changes in fair value are recognised in the statement of other comprehensive income.

Financial liabilities

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Loans to/(from) Group companies

These include loans to and from subsidiaries are recognised initially at fair value plus direct transaction costs.Loans to Group companies are classified as financial assets at amortised cost. Loans from Group companies are classified as financial liabilities measured at amortised cost.

Inter-company loans are interest bearing.

Cash and Cash Equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less.

Offsetting Financial Instruments

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

Inventory

All inventories are valued at the lower cost of operations and net realisable value. Net Realisable value is the estimated future sales price of the product the Company is expected to realise after the product is processed and sold less costs to bring the product to sale. Where inventories have been written down to net realisable value, a new assessment is made in the following period. In instances where there has been change in circumstances which demonstrates an increase in the net realisable value, the amount written down will be reversed.

Share-based payments

Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received. A corresponding increase in equity is recognised if the goods or services were received in an equity- settled share-based payment transaction or a liability if the goods or services were acquired in a cash-settled share- based payment transaction.

When the goods or services received or acquired in a share-based payment transaction do not qualify for recognition as assets, they are recognised as expenses.

For equity-settled share-based payment transactions the goods or services received and the corresponding increase in equity are measured, directly, at the fair value of the goods or services received provided that the fair value can be estimated reliably.

If the fair value of the goods or services received cannot be estimated reliably, or if the services received are employee services, their value and the corresponding increase in equity, are measured, indirectly, by reference to the fair value of the equity instruments granted.

Vesting conditions, which are not market, related (i.e. service conditions and non-market related performance conditions) are not taken into consideration when determining the fair value of the equity instruments granted. Instead, vesting conditions which are not market related shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Market conditions, such as a target share price, are taken into account when estimating the fair value of the equity instruments granted. The number of equity instruments are not adjusted to reflect equity instruments which are not expected to vest or do not vest because the market condition is not achieved.

If the share-based payments granted do not vest until the counterparty completes a specified period of service, Group accounts for those services as they are rendered by the counterparty during the vesting period, (or on a straight-line basis over the vesting period).

If the share-based payments vest immediately the services received are recognised in full.

Employee benefits

Short-term employee benefits

The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted.

The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non- accumulating absences, when the absence occurs.

The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.

Share-capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. 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.

Share Capital

Share capital represents the amount subscribed for shares at nominal value.

Share Premium

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Share-Based Payment Reserve

The share-based payment reserve represents the cumulative amount which has been expensed in the statement of comprehensive income in connection with share-based payments, less any amounts transferred to retained earnings on the exercise of share options.

Warrant Reserve

The warrant reserve presents the proceeds from the issuance of warrants, net of issue costs. The warrant reserve is non-distributable and will be transferred to the share premium account upon exercise of the warrants.

Finance Income

Finance income comprises interest income. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Revenue recognition

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and sales tax or duty. A receivable is recognised when the goods are delivered, since this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Chairman who is responsible for allocating resources and assessing performance of the operating segments.

Discontinued operation

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

• represents a separate major line of business or geographic area of operations

• is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or

• is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is represented as if the operation had been discontinued from the start of the comparative year.

6. Expenses by nature

Profit / (loss) from continuing operations and discontinued operations for the year has been arrived at after charging the following under administrative and operating expenses:

11. (Loss) per share

The calculation of the basic and diluted earnings per share is based on the following data:

In accordance with IAS 33, the share options and warrants do not have a dilutive impact on earnings per share, which are set out in the consolidated income statement.

16. Other Financial Assets

Fair value through other comprehensive income

Group Company

Current Assets

Cemos Group Plc

The Company holds 2,371,365 shares in the above non-listed entity which management have valued at £Nil (2023: £Nil). An additional 1.5 million shares would be issued to the Company if, the entity listed on any Stock Exchange or other market shares in a non-listed entity. Management assessed financial and other information available to them decided to impair their investment in December 2015. There is no active share market on which the shares can be traded management feel that it is unlikely that the entity will achieve a listing which would enable the Company to realise value from their investment.

Silverking Project

In April 2024, the Company entered into a joint venture agreement with Cooperlemon in relation to the Silverking Project and Licence. Under the joint venture agreement the Company agreed the following key terms:

The Company has an option period of 18 months to earn an initial 51% in the Licence provided it spends US$0.5 million in exploration over the period. The joint venture will then be formally established between the Company and Cooperlemon. The Company may withdraw at any time during the option period but will lose its right to earn 51% in the Licence. On completion of the earn in period, or as such other time as the Company has spent US$500,000, and the Company may then advise Cooperlemon of its intention to increase its interest in the Licence to 70% by agreeing to spend a further US$1,000,000 over two years on exploration and development of the Licence, subject to Cooperlemon's right to maintain its interest in the Licence through an option to earn back up to 70% by participating in such ongoing expenditure.

Chilibwe Project

In October 2024 the Company entered into an exclusive collaboration agreement with Chilibwe Mining Limited ("Chilibwe") in relation to large scale exploration licence 22118-HQ-LEL in Zambia (the" Licence"). The Company will earn a 25% shareholding in Chilibwe Mining and /or 25% interest in the Project by preparing a work programme and budget for the exploration and development of the Licence and assisting in obtaining funding for the Project.

Western Forland - Zambia

In August 2023, the Company entered into a joint venture with Cooperlemon Consultancy to explore two large-scale

exploration licences; 29123-HQ-LEL and 30459-HQ-LEL. In May 2024, three additional licences, 21850-HQ-LEL, 21851-HQ-LEL & 30458-HQ-LEL, were added to the agreement, bringing the total to five licences. As part of the agreement, the Company committed an initial investment of US$3.5 million to fund the first phase of exploration across all 5 licences. This investment aims to earn the Company a 65% interest in the project.

The project comprises five large scale exploration licences totalling 173,586 Ha across the prospective Western Foreland and Fold & Thrust Belt geological districts of Northwestern Zambia, collectively known as the Western Foreland. The Western Foreland region is an emerging copper district, underexplored to date and subject to fresh geological remodelling propelled by investment from leading global exploration companies.

Disposal of the Manica Gold Project

In January 2024, the Company announced that it had agreed with its Mozambique partner, MMP, and parties related to

MMP terms for the disposal of the Manica Gold Project. The terms agreed were as follows:

The Share Purchase Agreement

The Company agreed to sell its 23% net profit share interest in the Manica Gold Project (by way of a sale of the entire issued share capital of Mistral) to the Buyers for a consideration of up to US$15 million in cash in regular staged payments by the Buyers over the period to 1 March 2027.

On 24 February 2024, the Company announced that it had completed the disposal of the Manica Gold Project.

In February 2025 the Company announced that they had agreed with MMP, and parties related to MMP, to reschedule the US$3m balloon payment due on or before 1 March 2027 as well as the additional deferred payments connected with the decision to build a sulphide orebody plant both as set out in the share purchase agreement. The rescheduling of the balloon and deferred payments to 2027 and 2028, does not affect the total amount due to be paid by the Buyers, which remains unchanged.

During the year, the Group recognised a total of £620K (2023: £nil) of fair value adjustments and profit/(loss) on disposal relating to the Manica Gold Project.

Fair value hierarchy of financial assets at fair value through other comprehensive income.

For financial assets recognised at fair value, disclosure is required of a fair value hierarchy, which reflects the significance of the inputs used to make the measurements.

Level 1 represents those assets, which are measured using unadjusted quoted prices for identical assets.

Level 2 applies inputs other than quoted prices that are observable for the assets either directly (as prices) or indirectly (derived from prices).

Level 3 applies inputs, which are not based on observable market data.

19. Trade and other payables

28. Ultimate controlling party

The Directors believe there is no ultimate controlling party.

 29. Events after the balance sheet date

Trading Update

On 5 February 2025, the Company announced that it had agreed to purchase dump material and to conduct trial work testing and evaluation of the material from sites in Zambia. The Company had agreed to pay the seller US$300,000 in cash to for the material valued at US$1.15 per tonne, to be sourced from the seller's sites in Zambia and to be removed from the site by the Company. The seller remains liable for and shall pay any statutory royalties or any other duties or charges due to the relevant authorities on the sale of any material to the Company. The Company also plans to undertake trial, test work and sampling and evaluation at the site of the material.

Addendum to Manica agreement

On 24 February 2025, the Company announced that it had agreed with MMP, and parties related to MMP, the buyers of the Manica project ("Buyers"), to reschedule the US$3m balloon payment due on or before 1 March 2027 as well as the additional deferred payments connected with the decision to build a sulphide orebody plant both as set out in the share purchase agreement announced on 24 January 2024.The rescheduling of the balloon and deferred payments does not affect the total amount due to be paid by the Buyers, which remains unchanged.

Addendum To Share Purchase Agreement ("Agreement")

1. Price

The total purchase price for the sale of the Shares and the Current Subsidiaries Shares, and the assignment of the Xtract Loans payable by the Buyers to the Seller in cash in the proportions remains unchanged at US$12,000,000 ("Price"), to be paid as follows:

• US$9,000,000 to be paid in quarterly instalments of US$750,000 per quarter commencing on 1 March 2024 with the last payment on 1 December 2026; and

• A balloon payment of US$3,000,000. Originally this had been agreed to be a single balloon payment due on or before 1 March 2027. The Company and the Buyers have now agreed to vary the balloon payment to three instalments of US$1,000,000 to be paid on or before;

- 1 March 2027

- 1 June 2027; and

- 1 September 2027.

2. Deferred consideration

The Company and the Buyers further agreed that the additional deferred consideration of US$3,000,000 for the Shares in addition to the Price, which becomes due on the decision by the Buyers to build a sulphide plant, will now be payable on the following amended basis in six payments:

• US$250,000 within the earlier of i) 14 days of the decision to build Sulphide Plant and ii) 1 December 2026

• US$250,000 within the earlier of i) 14 days of commencement of dry commissioning of the Sulphide Plant and

ii) 1 December 2027

• US$500,000 within the earlier of i) 14 days of the Sulphide Plant processing 30,000 tonnes in any 30-day period ("Commercial Production"); and ii) 1 March 2028

• US$750,000 within the earlier of i) 3 months of the Sulphide Plant achieving Commercial Production; and

ii) 1 June 2028

• US$750,000 within the earlier of i) 6 months of the Sulphide Plant achieving Commercial Production; and

ii) 1 September 2028; and

• US$500,000 within the earlier of i) 9 months of the Sulphide Plant achieving Commercial Production; and

ii) 1 December 2028.

All other terms of the Agreement remain unchanged.

Moroccan Joint Venture & Collaboration Agreement Joint Venture and Collaboration agreement

On 24 February 2025, Xtract entered into an exclusive collaboration agreement with Wildstone in relation to the acquisition of Wildstone in Morocco ("Agreement"), pursuant to which Wildstone (the "Vendor") agreed to issue up to 80% of its issued equity on a fully diluted basis to Xtract in a phased basis.

Payment Terms to earn 50%

The Agreement comprises phased payments to acquire an initial interest of 50%. As the Company had completed its site visit and due diligence in respect of the project, the Company elected to accelerate all such phased payments and therefore acquired an interest of 50% of the fully diluted equity of Wildstone for a cash consideration of US$500,000, following which the Agreement became binding.

Exploration expenditure to earn 80%

The Company may increase its interest in Wildstone by the following further phased payments of up to US$900,000 in aggregate (which, at the Company's sole election, it may accelerate).

In the first 12 months following signing of the Agreement, The Company committed to spend US$150,000 on basic exploration to earn a further 10% fully diluted interest in the Vendor.

The Company, will in the second year earn a further 10% fully diluted interest in the Vendor by spending a further US$250,000 on exploration, which is anticipated to be a continuation of progress made in Year 1, but with more drilling and consequent assay work, and in the third year earn a further 10% fully diluted interest in the Vendor by spending US$500,000 on drilling and resource evaluation and definition, with the anticipation of producing one or more JORC resources.

The Company will, whilst it is a 25% shareholder, continue to contribute to funding its local share of overheads and any costs incurred in transferring any license to other entities within Wildstone. Should the Company earn-in to 80% of the Vendor through exploration expenditures but not deliver the Larger Scale Mine Development, cash flows from the Small- Scale Development will be shared 75% to the Company and 25% to the existing shareholders of Wildstone.

Small and Larger Scale Mine Development

The capital funding for the Small-Scale Development of US$200,000 will be provided by the Company who will be allowed to recover the initial capital by being paid 75% of free cashflow. The Company shall be responsible for all Small-Scale Development mining funding until such time as the operation is demonstrating a surplus income over expenditures (including sustaining and maintenance capital). On full capital repayment, the Company will be entitled to 60% of all profits.

The Small-Scale Development will continue during the exploration phase and will be replaced or may run concurrently if the potential for a larger more sophisticated processing plant is identified (Larger Scale Development). For the purposes of defining potential for a Larger Scale Development, the criteria to be used is not less than 5 years mine life at a minimum annual throughput of 150,000 tonnes, with a DCF model demonstrating a payback of not more than 18 months and a return on investment not less than 20%.The Company will be expected to fund 100% of the Larger Scale Development, anticipated to be US$1million on the plant design, construction, implementation and commissioning.

On commencement of production, the Company will receive 60% of the cashflow for capital recovery, the remainder being shared 70% to Xtract and 30% to the existing shareholders in Wildstone. This arrangement will continue for 18 months, or until the capital is fully repaid, whichever is the shorter. After the completion of the 18-month period, the profits will be shared 80% to the Company and 20% to the existing shareholders.

Award of Share Options

On 8 May 2025, the Company announced that it had awarded 13,700,000 new options (representing 1.6 per cent. of the current issued share capital) to Directors and a further 11,860,000 new options (representing 1.38 per cent. of the current issued share capital) to employees, consultants and officers of the Company.

The new options vest and are exercisable immediately on award, with an exercise price of 1.35p per new Ordinary Share. The new options will lapse five years after the date of the award, being 7 May 2030. The exercise price represents a 35 per cent. premium to the mid-market closing price of 1.00p of the Ordinary Shares as at 8 May 2025, and a 42 per cent premium to the 30-day volume weighted average share price for the 30 trading days ended 8 May 2025.

Qualified Person

In accordance with AIM Note for Mining and Oil & Gas Companies, June 2009 ("Guidance Note"), Colin Bird, CC.ENG, FIMMM, South African and UK Certified Mine Manager and Director of Xtract Resources plc, with more than 40 years experience mainly in hard rock mining, is the qualified person as defined in the Guidance Note of the London Stock Exchange, who has reviewed the technical information contained in this document.

ENDS