Final Results for the Year Ended 31 December 2024

19 May 2025

METALS EXPLORATION PLC

Final Results for the Year Ended 31 December 2024

Metals Exploration plc (AIM: MTL) (the "Company" or the "Group"), a gold production, exploration and development company with assets in the Philippines and Nicaragua, announces its final audited results for the year ended 31 December 2024.

The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 31 December 2024 or 31 December 2023. The financial information has been extracted from the statutory accounts of the Group and the Company for the years ended 31 December 2024 and 31 December 2023. The auditors reported on those accounts; the 31 December 2024 and 31 December 2023 reports were unqualified and did not contain a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006. The statutory accounts for the year ended 31 December 2023 have been delivered to the Registrar of Companies, whereas those for the year ended 31 December 2024 will be delivered to the Registrar of Companies following the Company's annual general meeting.

To access a full version of the 2024 annual report, please go to the Company website investor centre webpage.

ABOUT METALS EXPLORATION

Gold producer, explorer and developer

Metals Exploration plc ("Metals Exploration", "MTL", the "Company", or the "Group") is a gold production, exploration and development company with assets in the Philippines and Nicaragua. In the Philippines it operates the Runruno gold mine located 250 kilometres north of Manila in the mineral rich Nueva Viscaya province, on Luzon island. In Nicaragua, the Company is aiming to develop the La India gold project.

Group vision & mission statement

The Group's vision is to be the most admired gold producer in the Philippines and Nicaragua. Our mission is to enhance the lives of our people and local communities through the responsible management of our natural resources, to build a multi-project business and to deliver performance that stakeholders are proud of.

Well-defined values embedded into the business processes and structures along with consistent leadership actions and behaviours provide the foundation for corporate culture and its subsequent success. As a responsible mining company, we ensure that our Group's core values reverberate across all aspects of our business and represent the way we do business.

PRODUCTION AND FINANCIAL HIGHLIGHTS

CHAIRMAN'S STATEMENT

Dear Shareholder,

2024 was a pivotal year for Metals Exploration, which saw us deliver record performance at Runruno whilst implementing our strategy of pursuing M&A opportunities to ensure the continuation of cashflow generation once production at Runruno ceases. This was executed through the successful acquisitions of Condor Gold Plc ("Condor") and the YMC Group ("YMC").

First, we must start with the strong performance at Runruno, which produced 83,897 oz of gold in 2024, exceeding the upper end production guidance for the year. This resulted in record gold revenue of $191.1 million, and record free cashflow of $96.7 million, supported by the strong gold price seen in 2024. The Company is currently debt free, a significant milestone for us.

I am also very pleased to report to shareholders that for the year ended 31 December 2024, your Company achieved net adjusted earnings before interest, tax, depreciation, amortisation and impairment charges of US$98.7 million (2023: US$82.6 million). The excellent financial results are a testament to the impressive work conducted by the management team, led by our CEO, Darren Bowden, and the entire workforce in the Philippines.

The continued excellent performance at Runruno has allowed us to deliver on our strategy of executing M&A opportunities to ensure continued value for our shareholders through sustained cashflow generation. The Board has a clear growth plan in place and is implementing this strategy with the longevity of the business in mind. In December 2024, the Company announced its intention to acquire Condor, owner of the La India gold project in Nicaragua. This acquisition was completed in January 2025. In August 2024 we also acquired YMC, which holds the Abra tenements in the Philippines. Metals Exploration is well placed to unlock significant value from these assets whilst aiming to replicate the operational success that we have demonstrated at Runruno.

The acquisition of Condor presents an exciting new growth opportunity, with our immediate focus on La India. We have a defined development path to near term production, and the project recently held its 'ground-breaking' ceremony. Work is underway, in accordance with the approvals that are already in place, with first gold pour targeted for the end of 2026. This target was recently reaffirmed in March 2025 when we announced an agreement to purchase a gold ore processing and concentrating plant, which will provide us with the ability to fast track the La India Project, saving considerable development time in not having to order long-lead time items. The target is to have the plant dismantled, packaged and in transit from its current location in Alaska to the La India project area in Nicaragua by the end of August 2025.

La India will provide cashflow at an opportune time, replacing that from Runruno as the Company approaches the end of mining operations there. We will be utilising existing and future cash generated from Runruno to fund the construction of the La India project, thereby reducing dilution for shareholders. Target annual production from La India for FY2027 is 145,000 oz. La India is a district scale opportunity, spanning 587km2 with several high-priority exploration targets beyond the main La India deposit. The district provides significant upside potential, and we are targeting a 5 Moz gold district through further exploration drilling and the development of additional prospects.

The acquisition of YMC enables the team to leverage its Philippine in-country knowledge, experience and strong technical team. The Abra area is located c. 200km north of Runruno and the extensive exploration tenement holds multiple prospective targets for both gold and copper in a geological region of scale and historical production. The exploration team has identified two drill-ready targets, Manikbel and Domenglay, which will be drilled once local community agreements have been finalised. Our plan is to drill four initial holes at Manikbel as part of the objective to compile an initial resource estimate by Q4 2025.

Post period, in January 2025, we announced a further exciting potential growth opportunity, an exploration target near the Runruno mine, called Dupax, which could provide an extension to ore processing operations at Runruno beyond the life of the current Runruno mine. The Dupax prospect is a Volcanogenic Massive Sulphide ("VMS") target with rock samples indicating very high grades of up to 15.47 g/t gold and 7% copper, with minimal drilling expected to bring it into a resource-ready basis for operation. Dupax could utilise the existing Runruno process plant infrastructure and be re-purposed to accommodate a different type of ore feed.

As we have previously stated, our goal in the Philippines is to be the most admired gold producer in the country. Our achievements in-country have been recognised through the receipt of a number of national and local awards, including awards from the Philippine Government. This includes receiving the Presidential Mineral Industry Environmental Award in the Surface Mining Operation Category 2024 for the third consecutive year, as well as the Safest Surface Mining Operation Award 2024. The Presidential award is the highest Government mining award attainable in the Philippines, demonstrating the hard work that the team has been carrying out on environmental protection, health and safety management, and social/community development. This is in line with our promise of enhancing the lives of local people and the communities in which we operate.

At the beginning of April 2025, we were delighted to have released our 2024 Sustainability Report, which covers our sustainability performance in the Philippines for the year ended 31 December 2024. The report, produced by the operator of Runruno, FCF Minerals, is now in its fifth edition. The Board recently took the decision to update the report from biennial to an annual publication, in order to further enhance transparency and accountability. The Sustainability Report provides a comprehensive overview of the work that FCF Minerals is conducting to create net positive outcomes for all of our stakeholders.

2024 was a very successful year for Metals Exploration, marking the start of a new chapter for the Company. 2025 will see construction commencing at La India, continued high levels of production at Runruno, the production of an initial resource estimate for Abra and further exploration at Dupax. As we begin our operations in Nicaragua, we are keen to build and maintain relationships with the local communities within the project area, as well as at a wider regional and national scale, so that we can replicate the approach that we have taken in the Philippines. We will continue to invest in infrastructure development, education, training programmes and livelihood assistance, and promote inclusive economic growth through our policy of prioritising local procurement and employment opportunities. 

We are in an excellent position to capitalise on the historic record gold price environment. This will support the Company's desire to generate large amounts of free cashflow to fund the development of La India and exploration programmes at Abra and Dupax, whilst minimising shareholder dilution.

We have entered 2025 with a strong balance sheet, record free cash flow, and exciting exploration and development prospects, giving us confidence in our ability to deliver sustainable value. The Board and I would like to take this opportunity to thank our entire team for their hard work throughout the year. I would also like to thank you, our shareholders, for your ongoing support. We look forward to updating you with developments throughout the course of the year.

Steven Smith, Non-Executive Chairman

16 May 2025

CHIEF EXECUTIVE OFFICER'S STRATEGIC REPORT

Metals Exploration is pleased to report on another excellent year with record gold sales revenue that led the Group to become debt free in June 2024. Once again, the Group closed out the year with gold production exceeding its published, and re-stated, upper gold production guidance for the year.

Of great significance was the acquisition of 100% of Condor Gold plc and its Nicaraguan gold assets (which completed in January 2025), being the Company's first acquisition outside of the Philippines. This acquisition is the first step in transforming the Group into a multi-project company. The Group's continued robust business fundamentals will provide a strong platform from which to advance the development of the Nicaraguan gold assets with the aim to have the La India project in production prior to the end of gold production from the Runruno mining license area.

Most importantly, the Group continues to create a net-positive impact for its stakeholders and local communities. Our environmental, sustainability and social programmes continue to be of a very high standard, ensuring the Company continues to be accountable, transparent, and responsible in its corporate purpose.

SAFETY AND HEALTH

Safety remains at the core of the Group's business. During the year there were no material safety and health incidents throughout all Group operations. A safe working culture is actively promoted by a dedicated occupational safety and health department and is embraced across the Group and by all departments. All staff recognise their individual responsibilities for their own safety and the safety of others.

Evidence of adhering to these values is the excellent safety record that the Group's employees and contractors have achieved. In the period from December 2016 to March 2025 the Group achieved in excess of 25 million man-hours with no lost time incidents occurring. A lost time injury occurred on 30 March 2025, however, all staff and contractors are immensely proud of the Company's remarkable safety achievements. All employees and contractors are to be congratulated on this outstanding performance.

CORPORATE

Financial Year 2024 ("FY2024") Overview

Operational profit was US$53.5 million (FY2023: US$29.2 million) following gold production for FY2024 of 83,897 ounces, slightly lower than FY2023's record production of 85,194 ounces, notwithstanding a lower head grade of 1.34 g/t compared to 1.42 g/t in FY2023. The gold production was achieved with average gold recovery improving to 90.5% from 88.7% in FY2023. The all-in-sustaining-cost ("AISC") for FY2024 was US$1,135 per ounce (FY2023: US$1,126 per ounce), which was slightly above the lower FY2024 AISC guidance of US$1,125 per ounce.

During FY2024 the rising gold price resulted in an average sales price of US$2,312 per ounce (FY2023: US$1,944 per ounce). Total sales for FY2024 were US$191.1 million (FY2023: US$166.7 million).

During FY2024 the cash generated from operations was US$96.7 million (FY2023: US$72.3 million). This enabled the Group to complete the repayment of the Group's external debt in June 2024.

Financial Performance

Operations during FY2024 produced a strong financial outcome for the Group with records achieved for several key metrics. A reconciliation of Operating Profit to an alternate non-IFRS compliant performance measure is set out below:

* Impairment reversals, net

In December 2018 the Group raised a significant impairment charge against the value of its property, plant and equipment ("PPE") based upon the then expected recoverable amount of the Runruno project's discounted value in use of the Runruno operations using cash flow projections over the remaining expected life of mine ("LOM").

In FY2023, based on the then current assumptions, including the ongoing historically high gold prices and the increased productivity of the Runruno mine, the Group, in accordance with IAS 36 -- Impairment of Assets, booked an impairment reversal of US$100 million. No impairment reversal has been booked in FY2024.

Group Debt

Finalisation of the Group's senior and mezzanine debt facilities was protracted due to an inability to effect the elevation of the mezzanine debt to a fully secured status due to a dispute over the applicable interest rate and several disputed debt covenant breaches. During June 2024, the Group entered into full and final settlements with the lenders, including payment of the final principal/interest and agreed appropriate lender legal fees.

During FY2024, senior and mezzanine debt payments totalled US$27.2 million (FY2023: US$35.0 million). Included in the US$27.2 million debt payments was $3.38 million loan interest.

In addition, as part of the settlement, the Revolving Credit Facility was terminated in conjunction with the Runruno Holdings Limited ("RHL") Buy Back and RHL Production fee agreements (refer note 35), with no termination fee payable to either lender.

On 28 November 2024, MTL entered into a bridging loan agreement with its second largest shareholder, Drachs Investments No. 3 Limited ("Drachs") whereby Drachs provided a £5,500,000 loan (the "Loan") to be utilised in connection with the acquisition of Condor. The Loan principal and interest was repaid in March 2025 by a transfer of 94,730,594 new ordinary shares of £0.0001 each in the capital of Metals Exploration ("Ordinary Shares") from Treasury at a price of 6p per ordinary share.

RHL 18.6% Shareholding buy-back

During FY2024, the Company completed the off-market acquisition of 100% of RHL's then 18.6% shareholding in the Company at 5p per share, being 393,513,302 Ordinary Shares for a total outlay of £19,675,665, as part of a wider full and final settlement with RHL in relation to various finance agreements and other matters. In the short-term these shares have been held in treasury.

PHILIPPINES - RUNRUNO MINE

Mining Operations

Total material moved during FY2024 was above budget at 11.3Mt (million tonnes) (FY2023: 12.4Mt).

Mining operations during FY2024 were conducted in Stages 3, 4 and 5; while in-pit backfilling of Stage 1 was completed. Backfilling operations continue in Stage 2. In-pit backfilling will reduce closure and environmental restoration costs upon the eventual closure of the mine. Based on the current mine schedule it is expected that mining of ore will be completed by December 2026.

All relevant permits for operations remain in place for the Runruno mine.

Gold Reserve Statement

Given the approaching end of mine life at Runruno there has been no calculation of an updated ore reserve statement.

The most recent gold reserve statement was issued in February 2022, based on data as at 1 August 2021, as follows:

Table 1 - Ore Reserve estimate - published in February 2022

Using a Surpac block model, the Group modelled an internal estimation of the subsequent depletion of ore due to mining that has occurred since the above model was calculated (the period 1 August 2021 to 31 December 2024). The estimated resource depletion and the resulting depleted reserve statement (note that these calculations have not been independently verified) as at 31 December 2024 are:

Table 2 - Ore depletion estimate

Table 3 - December 2024 Depleted Ore Reserve estimate

Process Plant

Plant performance in FY2024 maintained high levels of gold recovery from both the flotation and BIOX® circuits. During FY2024, the Group achieved an overall gold recovery of 90.5%, an improvement upon FY2023 which was 88.7%. Total gold produced in FY2024 was 83,897 ounces compared to 85,194 ounces in FY2023, with the reduction in ounces produced reflecting the lower head grade during FY2024.

During FY2024, operational improvements focussed on improving the ability to control BIOX® temperatures. No further significant gains in production efficiencies are anticipated.

Unplanned downtime during FY2024 resulted mainly from tails line failures and repairs to the SAG mill girth gear, conveyor belts and return water line. Overall unplanned downtime has reduced through the Group's programme of proactive maintenance and improved powerline maintenance.

Notwithstanding the above, the process plant operated above design throughput with the following points of note:

· The processing plant operated above design throughput at 2.15Mt of ore (FY2023: 2.10Mt);

· The overall plant recovery increased to 90.5% (FY2023: 88.7%), attributed to:

· The improved sulphur oxidation in the BIOX® circuit to 83.8% (FY2023: 76.1%), and consequently

· An improved CIL recovery of 92.9% (FY2023: 91.6%); and

· The maintenance department continued to promote a proactive maintenance programme, managing power outages, the residue discharge lines and other external disturbances effectively.

As at year end, in order to comply with IAS 36 - Impairment of Assets, there remains a US$50 million impairment charge against the Runruno property, plant and equipment assets, giving a net book value of approximately US$94 million. No additional impairment reversal was made in 2024 due to the IAS 36 ceiling. However, the directors consider the true value of these assets to be significantly higher than this, especially if the Company's exploration efforts at Dupax are successful and the existing Runruno process plant infrastructure can be re-purposed to accommodate a different type of ore feed. This would enable the Runruno infrastructure to be utilised well beyond the impending completion of mining and processing of FTAA licence ore. Indeed, the Company's Runruno fixed assets are insured to the value of US$155 million.

Residual Storage Impoundment

The Group's tailings products are delivered to a residual storage impoundment ("RSI") structure that has been designed and is being constructed to international standards that relate to water storage dams. The standard to which the RSI is being constructed far exceeds international standards that apply to traditional mining tailings dam structures.

The final scheduled lift to the RSI has been completed, with construction of the in-rock final spill-way underway. This final in-rock spillway will ensure the RSI has the capacity to cope with a 'Probable Maximum Flood' event.

The RSI remains in compliance with local guidelines and local development requirements, although it has not reached the final design stage of being capable of successfully coping with a 'Probable Maximum Flood' event. The in-rock final spillway is expected to be completed during FY2026.

The performance of the RSI is continuously monitored by independent international consulting engineers.

Government Industry Awards

During Q4 2024, the Group was awarded the following Philippine Government awards:

· Presidential Mineral Industry Environmental Award (PMIEA) in the Surface Mining Operation Category 2024, awarded for the third consecutive year.

· Safest Surface Mining Operation Award 2024.

These awards are given to mining companies in recognition of outstanding levels of dedication, initiatives and innovations in the pursuit of excellence in environmental protection, health & safety management and social/community development. Winning the Presidential award is the highest Government mining award attainable in the Philippines.

PHILIPPINES - EXPLORATION PROJECTS

ABRA

As noted in our 2023 Annual Report, it was the Group's strategy to investigate acquiring other mining opportunities in the Philippines. A number of Philippines located projects were reviewed and in January 2024 the Company agreed to acquire a controlling interest in YMC, subject to lender and shareholder approval. Following receipt of these approvals the Company completed the acquisition of the Abra project in August 2024.

YMC holds an extensive exploration tenement in the Abra region of Luzon, Philippines. The purchase price was US$1.6 million (offset by approximately US$1.1 million cash held by the YMC group). A condition of the purchase was that options to subscribe for up to 41 million new Ordinary Shares were issued to replace YMC employee shares relinquished for no sale consideration. The continuity of employment conditions attaching to the 41 million MTL options mirror those that were attached to the YMC employee shares. Refer note 14.

The Abra tenement covers 16,200 hectares on Luzon, Philippines, approximately 200km north of the Company's Runruno mine, in the Cordillera region, which is a prolific gold belt in the Philippines, with proven mineral endowment, having produced over 40Moz of gold historically.

To date the Company has undertaken project mapping, geochemistry and geophysical surveys, while consulting extensively with the local communities. These activities have outlined two key highly prospective copper-gold porphyry targets, Manikbel and Donenglay.

The primary prospect, Manikbel, shows a strong correlation between copper (Cu) with encouraging assay results from rock samples (1% Cu from several outcrops) centered on a magnetic low. This geophysical and geochemical alignment is a significant indicator of a potential porphyry copper deposit. The presence of these anomalies, combined with mapped porphyry-type intrusives and hydrothermal alterations, underscores the high potential for a major porphyry copper system in this area. The system accounting for the geochemistry overlaying the geophysics is 2.5km by 0.8km.

Drill programmes for the Manikbel and Donenglay target areas have been designed, however, the Company has deferred the start of these programmes to late Q2 or early Q3 2025 to allow the National Commission for Indigenous Peoples to further advance their consultation activities with the impacted local communities.

DUPAX

The Dupax project is 20km trucking distance from the Runruno mine and has the potential to extend ore processing operations at Runruno after ore feed from the Runruno FTAA (Financial and Technical Assistance Agreement) tenement is exhausted. The potential ore feed from Dupax could utilise the existing Runruno process plant infrastructure and be re-purposed to accommodate a different type of ore feed.

The Dupax tenement covers approximately 3,100 hectares. The project area hosts a VMS target, at surface, with historical rock sample grades of up to 15.47 grammes per tonne (g/t) gold, and 7% Cu. Following initial mapping and geochemistry surveys, drill targets have been outlined. It is expected that the tenement will soon be issued, with drilling commencing in Q3 2025.

NICARAGUA - CONDOR GOLD PLC ACQUISITION

In January 2025 the Company completed the acquisition of 100% of Condor. Refer to Note 36 for more information on the acquisition. The Condor group of companies hold an extensive tenement package in the La India region, approximately two hours drive from the Nicaraguan capital city, Managua. Drilling of these areas have outlined a 2.2 Moz gold resource (refer Condor announcements).

Since taking control of Condor, Metals Exploration has embarked on an aggressive fast track programme of developing the La India project with the aim to achieve gold production in Q4 2026.

Activities that have taken place in the post year end period include:

· The recruitment of key Spanish speaking executives to join the Nicaraguan in-country management team, including the General Manager, VP Sustainability and Project Manager - Construction;

· Establishing relationships with key government and community representatives;

· Agreeing the process and compensation to relocate all local artisanal miners from the La India project area;

· Ongoing review of the current gold reserve and resource statements;

· Designing a gold resource extension and verification drill programme and issuing tenders to undertake the proposed drill programme, which commenced in Q2 2025;

· Purchasing a fit for purpose second hand gold ore processing and concentrating plant (including crushers, conveyors, grinding ball mill, gravity circuit, elution, smelting equipment and laboratory), including all component and construction drawings. This plant is being shipped to site from North America and is scheduled to land in Nicaragua in Q3 2025;

· Designing and finalising the process facility flowsheet;

· Appointing GRES Engineering of Brisbane, Australia as the La India project engineers who have commenced the detailed design for construction of the La India project;

· Appointing Tierra Group to design and construct the La India tailings facility; and

· Issuing in-country contracts for the La India earthworks, concrete and fuel supply.

OUTLOOK

Annual production guidance for FY2025 for the Runruno mine has been set at 70,000 - 75,000 ounces at an AISC of between US$1,225 - US$1,325 per ounce. FY2025 operations are expected to maintain the general operational results produced during FY2024, such that free cash flow is maintained from a stable consistent level of mining and gold production.

The Group intends to actively pursue development of the La India project in Nicaragua with the aim to commence commercial production there by the end of FY2026.

Exploration activities will be conducted in both the Philippines and Nicaragua with the objective of defining new resources.

Finally, the Group will continue to pursue acquisition of additional exploration and development opportunities, particularly in the Philippines.

Darren Bowden, Chief Executive Officer

16 May 2025

Competent Persons' Statement

The information contained in this report that relates to the Runruno Gold Reserves Estimate, issued in February 2022, was compiled by Paola Tuyor of Metals Exploration and reviewed and verified by Grant Walker of Xenith Consulting. Mr Walker is a Member of The Australasian Institute of Mining and Metallurgy and is a Competent Person as defined by the JORC Code, 2012 Edition, having five years' experience that is relevant to the style of mineralisation and type of deposit described in the Report.

Mr Darren Bowden, a director of the Company, a Member of the Australasian Institute of Mining and Metallurgy and who has been involved in the mining industry for more than 25 years, has compiled, read and approved the technical disclosure in this regulatory announcement in relation to the Philippines projects in accordance with the AIM Rules - Note for Mining and Oil & Gas Companies.

The technical and scientific information in this report in relation to the Nicaraguan projects was reviewed, verified and approved by Andrew Cheatle, B.Geo., a former director of Condor Gold plc, and Gerald D. Crawford, B.E., the previous Chief Technical Officer of Condor Gold plc, each of whom is a competent person in accordance with the AIM Rules - Note for Mining and Oil & Gas Companies.

Forward Looking Statements

Certain statements relating to the estimated or expected future production, operating results, cash flows and costs and financial condition of Metals Exploration plc and the Group, planned work at the Company's projects and the expected results of such work contained herein are forward-looking statements which are based on current expectations, estimates and projections about the potential returns of the Group, industry and markets in which the Group operates in, the Directors' beliefs and assumptions made by the Directors. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: "expects", "plans", "anticipates", "forecasts", "believes", "intends", "estimates", "projects", "assumes", "potential" or variations of such words and similar expressions. Forward-looking statements also include reference to events or conditions that will, would, may, could or should occur. Information concerning exploration results and mineral reserve and resource estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when a project is actually developed.

These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties and assumptions that are difficult to predict, qualify or quantify. Among the factors that could cause actual results or projections to differ materially include, without limitation: uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfil projections/expectations and realise the perceived potential of the Company's projects; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of environmental issues at the Company's projects; the possibility of cost overruns or unanticipated expenses in work programs; the need to obtain permits and comply with environmental laws and regulations and other government requirements; fluctuations in the price of gold and other risks and uncertainties.

The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

AUDIT COMMITTEE REPORT

Dear Shareholders,

I am pleased to report to you on behalf of the Audit Committee.

The Group's established financial reporting structures have continued to perform effectively in the year, and the Committee has continued to oversee the proper maintenance of these structures. The Group's robust framework of internal controls facilitated a smooth external audit process, helping to ensure the integrity of the 2024 Annual Report.

Aims of the Audit Committee

The overall aim of the Audit Committee is to assist the Board in discharging its duties regarding the financial statements, to ensure that a robust framework of accounting policies is in place and enacted, and to oversee the maintenance of proper internal financial controls and risk management. The Committee monitors the integrity of the Financial Statements of the Interim and Annual Reports and formal announcements relating to the Group's financial performance, including advising the Board that the Annual Report taken as a whole is fair, balanced and understandable.

The Committee reviews, in conjunction with the Group's auditors, significant financial reporting issues, key judgements and accounting policies and disclosures in financial reports, reviews the effectiveness of the Group's internal control procedures and risk management systems and considers how the Group's internal audit requirements shall be satisfied, making recommendations to the Board. It reviews the independent auditor's audit strategy and implementation plan and its findings in relation to the Annual Report and Interim Financial Statements. It monitors the relationship with the Group's independent auditor including the consideration of audit fees and independence.

Membership and attendance

The Audit Committee consisted of myself, Andrew Chubb, as the Chair, together with two other Non-Executive Directors.

The Committee aims to formally meet at least twice each year. The external audit team and the Chief Financial Officer are invited to attend meetings of the Committee, and I am satisfied that we were presented with papers of good quality, and in a timely manner. Attendances at committee meetings during the year were:

The external auditors attended all committee meetings held during the year.

Key responsibilities

The main responsibilities of the Audit Committee are contained within its terms of reference that have been approved by the Board and are available on our website. The terms of reference and the key responsibilities of the Audit Committee are set out below:

· Maintain the integrity of the annual and interim financial statements of the Company and review any significant reporting matters they contain;

· Review the Annual Report and Accounts and other financial reports;

· Maintain the accuracy and fairness of the Company's financial statements, including through ensuring compliance with applicable accounting standards and the AIM Rules;

· Review the adequacy and effectiveness of the Company's internal control environment and risk management systems;

· Review the adequacy and effectiveness of the Company's Whistleblowing policies;

· To consider the need for, and to oversee, internal audit activities; and

· Oversee the relationship with, and the remuneration of, the external auditor, reviewing their performance and advising the Board members on their appointment.

Activities of the Audit Committee during the year

On behalf of the Board, the Audit Committee has closely monitored the maintenance of internal controls and risk management during the year. Key financial risks are reported during each Audit Committee meeting, including developments and progress made towards mitigating these risks.

The Committee received regular reports from the Chief Financial Officer throughout the year and was satisfied with the effectiveness of internal controls and risk mitigation. The Committee also received and considered reports from the external auditor, PKF Littlejohn LLP ("PKF"), which included control findings relevant to their audit.

Significant reporting matters

The Audit Committee has reviewed management's assessment of critical accounting judgements and key sources of estimating uncertainty disclosed in note 2.

As part of the review, the Committee considered whether:

· There are any material or sensitive omissions from the Annual Report narrative;

· The Annual Report narrative is a true and balanced reflection of events and performance in the year;

· There is consistency throughout the Annual Report and Financial Statements; and

· There is a clear explanation of key performance indicators, their link to performance and strategy and equal prominence of statutory performance measures.

The Committee is satisfied that management have considered these matters appropriately and that a reasonable conclusion has been reached, and appropriate disclosure made, based on the information available to the Group. The Committee is not aware of any significant failings or weaknesses in the Company's existing system of internal controls. The Committee has determined that an internal audit function is not an appropriate mechanism for the Company in the context of the Company's current level of complexity of its operations.

Going concern

The Directors consider the continuing strong operating and financial performance of the Group provides ample evidence that there currently is no material uncertainty surrounding the Company and the Group's ability to continue as a going concern.

Accordingly, the Company and Group financial statements are prepared on a going concern basis. Further detail regarding the reasoning behind this conclusion can be found in the Directors' Report on page 33.

External audit

The Audit Committee considers various matters when reviewing the appointment of an external auditor including their performance in conducting the audit and its scope, terms of engagement including remuneration and their independence and objectivity. Details of auditor's fees are included in the notes to the financial statements.

PKF were re-appointed as Group and Company auditor at the Company AGM in June 2024. The Audit Committee has confirmed it is satisfied with PKF's industry experience, knowledge of the Company and its effectiveness as external auditor. PKF does not provide any non-audit services to the Group or the Company. As such the Audit Committee has recommended the reappointment of PKF at the forthcoming annual general meeting.

The year ahead

In light of the Group's expansion into a new jurisdiction, Nicaragua, post the period end, the Audit Committee's focus is to ensure that a robust framework of internal controls and risk management exists throughout the Group. As the Group will be embarking on a significant construction project in a new sphere of operations and taking over an existing listed company, proper reporting procedures, monitoring, controls and risk management in relation to Nicaragua will be a key focus of both the Audit Committee and the executive management of the Company as we seek to move La India into construction and ultimately production. Financial risk management will continue to be closely monitored, and any potential risks mitigated where appropriate.

The Audit Committee will also continue its close dialogue with the Company's external auditors, highlighting any emerging financial risks or matters facing the Company throughout the coming year and ensuring that the Company's financial reporting mechanisms continue to be constantly updated in line with best practice and subjected to scrutiny and challenge.

Andrew Chubb, Chair of the Audit Committee

16 May 2025

REMUNERATION COMMITTEE REPORT

Dear Shareholders,

It is my pleasure to report to you on behalf of the Remuneration Committee.

Throughout 2024 the Committee has continued to focus on aligning reward with performance and providing appropriate incentives. The full and final settlement of all debt issues in June 2024 confirmed the debt free status of the Company. Achieving this outcome removed operational covenants within the Group's debt documents that required lender approvals of any equity incentive schemes. Thus, the Company, in August 2024, finally established a long-term incentive programme (LTIP) to align directors and senior management with shareholders' interests, while providing operational flexibility to pursue strategic opportunities to grow the Group's activities. Due to restrictions on issuing these options arising from ongoing corporate matters, the LTIP options were finally issued in February 2025.

Aims of the Remuneration Committee

The Committee's overall aim is to align employee remuneration with the successful delivery of long-term shareholder value. Our core principles that enable us to achieve this goal are:

1. To offer competitive remuneration to executive management that attracts, retains and motivates highly skilled individuals;

2. To align remuneration packages with performance-related metrics that mirror our short and long-term business strategies; and,

3. To encourage accountability in the workplace and link reward with success.

The Group currently operates the following remuneration framework:

· Annual salary and associated benefits;

· Annual discretionary bonuses that are granted following the Committee's assessment of performance against certain key business indicators; and

· Long-term incentive equity awards.

Membership and attendance

The Remuneration Committee consisted of myself, Tim Livesey, as the Chair, together with two other Non-Executive Directors.

The Committee aims to formally meet at least twice each year. Attendances at Committee meetings during the year were:

No Director is involved in any decisions relating to their own remuneration. None of the Committee has any personal financial interest, conflicts of interests arising from cross-directorships, or day-to-day involvement in running the business.

Terms of reference

The terms of reference of the Remuneration Committee, that have been approved by the Board and are available on our website, are set out below:

· Determine and propose to the Board the Company's overall remuneration policy and monitor the efficacy of the policy on an ongoing basis;

· Determine and propose to the Board the remuneration of the Executive Directors and senior management;

· Determine the objectives and headline targets for any performance-related bonus or incentive schemes;

· Monitor, review and approve the remuneration framework for other senior employees; and,

· Review and approve any termination payment, such that these are appropriate for both the individual and the Company.

Executive remuneration package and service contracts

There was no change to the CEO's base remuneration and no material changes to other executive remuneration packages during the year. The Group's remuneration framework includes payment of an annual salary and short term bonus and, as noted above, as from February 2025 a long-term incentive option issue. Executives are provided with life assurance cover equivalent to two times their base salary (capped at £500,000). There are no pension/superannuation schemes in place for executives or non-executive directors. Termination of executive contracts are subject to a three month notice period or an in lieu base salary termination payment.

Management Incentive Programme ("MIP") - 2024 Performance

The CEO and other senior executives are eligible to participate in a MIP. The MIP awards an annual short-term bonus based on performance achieved against pre-determined key performance indicators ("KPIs"). Given the Group priority on being cash generative to reduce external debt, the FY2024 KPIs were focused on operations and productivity performance.

The following table details the KPIs adopted by the Committee in its assessment of the Group's performance and the quantum of the MIP bonus, which were applied to FY2024.

Glossary:

KPI - Key performance indicator; LTI - Lost time injury; TRIFR - Total reportable injury frequency rate

FTAA - Financial and Technical Assistance Agreement; RSI - Residual storage impoundment

Of the total MIP bonus, 15% is satisfied by an issue of new Ordinary Shares, at an issue price equal to the 14-day VWAP market value following the date the MIP bonus was recommended by the Remuneration Committee.

In February 2025, the Company issued 4,350,077 new Ordinary Shares to executives as part of the 2024 MIP bonus award. Also in February 2025, a further 9,213,853 new Ordinary Shares were issued to the CEO, Darren Bowden, in relation to the 2022 and 2023 MIP awards.

Non-executive director remuneration

All non-executive directors are appointed under a letter of engagement that sets out the terms, responsibilities and remuneration attaching to their appointment. The remuneration of non-executive directors is determined by the full board.

Director remuneration

The Directors' remuneration for the year was as follows:

Notes:

¹ Includes consulting fees paid to private consulting companies.

2 Fees paid in accordance with a Services Agreement between the Company and MTL (Luxembourg) Sarl.

No element of the Directors' remuneration (other than the share options and shares issued as part of the MIP bonus) is currently related to the Company's future share price.

Director interests in shares

As at FY2024 year end, directors' interests in Ordinary Shares in the Company were:

* Shares held at date of appointment

Director interests in options

Directors' beneficial interests in unissued ordinary shares granted by the Company under share options as at FY2024 year-end are as follows:

Vesting/exercise conditions

a) Upon Mr von Schirnding's resignation as a director on 21 March 2025, the Board used its discretion to fully vest the remaining 4,400,000 options held by Mr von Schirnding.

b) These options were issued as a condition to the purchase of YMC and provided the option-holder remains an employee of a Group company these options will vest on 31 December 2025.

The relevant Non-Executive Directors' independence is not considered to be compromised due to holding these options as the level of share options are deemed to be sufficiently immaterial.

The year ahead/Long-term incentive programme

As noted in previous Remuneration Reports, under the Group's debt finance agreements material changes to the Group's remuneration policies and the level of executive and senior management remuneration required the approval of both of the Group's two lenders. Despite this, the lenders recognised the need to introduce a LTIP. The vesting hurdles applicable to an initial LTIP had been formulated and agreed with the major lender in December 2022. Unfortunately, the Company was unable to propose the establishment of an LTIP to shareholders until the full repayment of all debt had been confirmed.

Thus, at the general meeting of shareholders in August 2024, the establishment of an LTIP and an initial issue of options under this LTIP was approved by shareholders. The issue of 318 million options under the LTIP occurred in February 2025. Further annual LTIP awards may be made in the future as is common within AIM quoted mining companies.

The annual discretionary bonus KPIs for FY2025 will be adjusted to take into account the Group's operational footprint expansion into Nicaragua, combined with the need to advance the Philippine exploration targets as an integral element of planning for the potential closure of the Runruno mine as it heads towards the end of mining activities.

Tim Livesey, Chair of the Remuneration Committee

16 May 2025

SUSTAINABILITY REPORT

Notwithstanding Philippine Government requirements that the Group issue a biennial in-depth sustainability report, the Group recently took the decision to move from biennial to an annual publication. In April 2025, a sustainability report covering the activities and outcomes for the 2024 calendar year, titled 'Green and Gold: Prosperity and Sustainability in Harmony' was issued. Shareholders are recommended to access this report, and the last biennial sustainability report, titled 'Charting a Legacy', issued in May 2024, covering the 2022 and 2023 calendar years, from the Company website at www.metalsexploration.com/esg.

The reports are prepared in accordance with the Global Reporting Initiative (GRI) Standards and provides stakeholders with a transparent account and comprehensive information on our sustainability performance and governance and climate-risk related disclosures.

RISK MANAGEMENT

The Group's Code of Conduct enumerates its ethics. Operational procedural standards, aligned with legal requirements, have been established for all activities we undertake. Operations are certified with ISO 14001:2015 compliance and the Group is a member of the Chamber of Mines of the Philippines "Towards Sustainable Mining" initiative. The reporting of any infractions, particularly on safety concerns and potential environmental non-compliance, is participatory and cuts across all employees regardless of position.

COMMUNITY AND SOCIAL DEVELOPMENT

As part of our commitment to enriching the lives of local communities, the Group allocates 1.5% of direct mining and processing costs to be applied in its Social Development and Management Program ("SDMP"). Through the SDMP the Group partners with local communities to identify and implement impactful socio-economic programmes that drive sustainable development in our host and neighbouring areas. Implementation of the SDMP passes through a series of community consultations to identify appropriate socio-economic programmes. The Group's SDMP programmes are focused on:

· Health;

· Education;

· Capacity building;

· Community development and empowerment;

· Enterprise development, improvement and networking;

· Infrastructure development; and

· Preservation and respect of socio-cultural values.

Total community programme expenditure for FY2024 was US$1.9 million, up from US$1.4 million for FY2023 programmes. The reach of the programmes extends to assist the residents of the Barangay of Runruno and surrounding Barangays, the Municipality of Quezon and the Province of Nueva Vizcaya. The Company expects to provide similar support to local communities once the LA India project in Nicaragua is in production.

The Community Relations Department, the community interface arm of the Group, maintains strong partnerships with various national agencies and local governments from Barangay to Provincial level. They are primarily engaged in managing the implementation of identified and prioritised projects within the mandated SDMP and other programmes under them as a component of the Group's commitment to its Corporate Social Responsibility ("CSR").

ANTI-SLAVERY AND HUMAN TRAFFICKING

Our anti-slavery policy reflects our commitment to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to ensure slavery and human trafficking are not taking place anywhere in our supply chains. Our Company abides by various legislation and frameworks, including the UK Modern Slavery Act 2015, the Philippine Anti-discrimination Act of 2011, Republic Act 7877, the Philippine Anti-Sexual Harassment Act of 1995, and the United Nations Guiding Principles on Business and Human Rights.

SAFETY AND HEALTH

A safety and health programme is created each year to establish a robust foundation for the implementation of measures that prioritise the well-being and protection of workers. This ensures that workers are provided with a just, safe, and humane working environment. It is updated annually to ensure that the programme remains up-to-date and sufficiently addresses the evolving hazards and risks of the operations.

In FY2024 there were no material safety and health incidents throughout the project site. A safe working culture is actively promoted by a dedicated occupational safety and health department. The Group suffered its first lost time injury on 30 March 2025, however prior to that it had accumulated in excess of 25 million man-hours with no lost time incidents.

HUMAN CAPITAL

Employees are the lifeblood of our operations. Without their dedication to exemplary performance, and a work ethic that aligns with the values of our Company, the growth and development that the Group has achieved through the years will not be attained. It is therefore crucial for our Company to invest in our people to be able to power the business and continue operations, as well as support them in their journey towards a rewarding career and achievement of success that ripples through their lives and their communities.

Our policy is to recruit and retain the most talented and high-performing people who share the Group's commitment to sustainable development. Great care is taken in every step of the employment process with an emphasis on equality, diversity, work-place safety and employee welfare.

ENVIRONMENT

The Group is active in promoting and implementing "responsible mining" practices. It is a leader in the Philippine mining industry in its environmental and environmental rehabilitation practices, having received numerous government/industry awards in this area over a number of years. The Group implements innovative technologies to enhance the efficiency and effectiveness of existing programmes across all operational facets, including our environment-related projects. Use of technologies like low-cost hydroseeding technology combined with a zero waste initiative, and maintaining a tree nursery and a clonal tree nursery research facility, are essential for the sustainability of our environmental restoration efforts.

WASTE MANAGEMENT

Safe management of tailings and other waste products are crucial to the safety of our communities and longevity of our operations. All tailings are sent to the residual storage impoundment facility (RSI) which has been constructed to international standards applicable to water storage dams, which are much higher than international standards applicable to mining tailings.

While the Group has a strong waste management record to date, it understands the risks associated with tailings management are a particular concern to our stakeholders and the Group is determined to maintain high levels of safe tailings management.

WATER MANAGEMENT

Mining activities require a large and constant supply of water, and the Group recognises that access to safe water is a fundamental right for local communities. We continue to prioritise effective water and wastewater management as part of our environmental initiatives. Our commitment to environmental stewardship reflects our dedication to balancing economic success with environmental responsibility.

The Group operates a dynamic water management programme to avoid possible impacts on the downstream water quantity, quality and aquatic environment. The ASTER technology contained in the final segment of the process plant destroys all cyanide species from tailings before the tailings are pumped into the RSI.

The Group aims to reduce its monthly average water consumption by at least 2% per annum. This target was achieved during FY2024.

REFORESTATION AND REHABILITATION

The Group acts positively to reduce the potential environmental impacts of its operations. It undertakes this obligation through immediate and continuous rehabilitation activities, by the re-greening of disturbed areas, the establishment of protection forests and the provision of habitat for wildlife within the FTAA area.

These programmes demonstrably improve the environment within and surrounding the Group's operations and are designed for beautification, stabilisation and to off-set green-house gas emissions and the impacts of the Group's operations. Through its various programmes, the Group has been responsible for planting over 2 million endemic and cash crop trees.

A total of 6.62 hectares within the FTAA area were rehabilitated during FY2024 (FY2023: 5.21 hectares) to bring the total area rehabilitated since commencement of mining to 56.56 hectares.

In addition, the Group participates in the National Forest Programme and the National Greening Programme. During FY2024, the Group was responsible for a further 155 hectares of reforestation (FY2023: 195 hectares).

As a manifestation of our unwavering and exemplary commitment, the Group has received the Presidential Mineral Industry Environmental Award (PMIEA) in the Surface Mining Operation Category for the third consecutive year.

CLIMATE-RELATED REPORTING

Climate change adaptation and mitigation encompass our approach to managing the impacts, risks, and opportunities associated with climate change, as well as the integration of these strategies into our business operations. This is particularly relevant as mining activities can be substantial contributors to climate change. The Group is committed to taking responsibility for its actions and strives to minimise, if not eliminate, any negative environmental impacts. Climate change commitments and initiatives are fully aligned with the Group's Environmental Policy statements and it adheres to the Guidelines on Resource Conservation and sets clear objectives, targets, and programmes aimed at reducing GHG emissions, thereby supporting the effective implementation of ISO 14001 Standards.

Task Force on Climate-related Financial Disclosures (TCFD)

The Group is committed to managing the impact of its operations on the planet and the impact of climate change on its operations, particularly to ensure continued operational and financial resilience in a changing world and marketplace. The Group understands the importance of these matters to its investors, partners, and regulatory authorities and considers the 4 TCFD pillars of disclosure in the below.

TCFD PILLAR - Governance

Board Oversight

The Group recognises the threats and impacts posed by climate change and its role in the transition to a low-carbon economy. The Group aims to align our efforts to contribute to global climate goals and targets. One of the ambitious goals of the Company is to become the first carbon neutral mining operator in the Philippines. Development in Nicaragua will utilise modern methods and equipment to minimise the Company's climate impact.

Management Oversight

Management is involved in identifying and evaluating risks that may affect the operations. These risks are constantly assessed to prevent potential environmental, economic and sociocultural impacts to our stakeholders. Within the Group's operations the use of renewable energy is supported by purchasing our power from a hydroelectric power company. In addition, the Group has adopted methods and technologies that increase the efficiency of its operations without causing significant harm to the environment. The Group initiates efforts to include stakeholders in its programs and initiatives in mitigating and addressing the impacts of climate change.

TCFD PILLAR - Strategy

Identified climate-related risks and opportunities

The identified key climate-related threats include increased risk of potential emergencies such as earthquakes, floods, typhoons and dam failures. In response to these identified threats, the Group has developed an emergency control plan (ECP) to ensure preparedness for these potential emergency situations. The ECP is shared with local communities to facilitate a planned effective and timely response, aiming to mitigate threats and minimise consequences to life, environment, and property.

Impact of climate-related risks and opportunities on strategy and planning

The Group has integrated climate scenarios into its strategic operational planning and review process. Climate scenarios are identified based on reliable publications such as Philippine Atmospheric, Geophysical, and Astronomical Services Administration (PAGASA)'s Climate Change in the Philippines study, MGB's Landslide and Flood Susceptibility Map, and the University of the Philippines' Project Nationwide Operational Assessment of Hazards. The Board strongly encourages senior management to regularly assess principal and emerging climate-related risks. Any changes in risks and newly identified opportunities are reported to and discussed at the Board level, and subsequently incorporated into the overall strategy and planning. Development in Nicaragua will be undertaken utilising the best and most relevant information available to help minimise climate impacts.

Resilience of strategy

Management has incorporated climate scenarios into the Group's strategic operational planning and review process. The Board encourages senior management to assess principal and emerging climate-related risks on a regular basis. Any changes in risks identified are to be reported to and discussed at Board level and incorporated into the strategy and planning of the Group.

TCFD Pillar - Risk Management

Processes for identifying and assessing climate-related risks

The Group's efforts to mitigate GHG emissions and identify climate-related risks are fully embedded in its corporate policy, project and procurement evaluation criteria, and overall risk management. This ensures consistent application and management throughout our value chain.

Processes for managing climate-related risks

The Board and senior management co-ordinate the Group's analysis and planning of the effects of climate change on our business. The Board regularly discusses the impact of any risks identified through the organisation. The mitigation of GHG emissions and identification of climate related risks has been integrated into our corporate policies to ensure it is consistently applied and managed. The Group continuously monitors and reports key performance indications relating to environmental matters.

Process for integrating climate-related risks into the overall risk management

New or evolving climate change risks identified by both senior and local management are reported to and discussed at Board level and incorporated into the strategy, planning and climate policy of the Group. Where possible, plans to mitigate the effect of climate change on our operations and our local communities will be integrated into the Group's environmental management and social and labour plans.

TCFD Pillar - Metrics and Targets

Metrics used by the Group

The Group annually sets targets to move forward towards its net-zero ambition. Targets are set for the reduction of water, diesel, and electricity consumption, and waste generation. Further, a target to increase reforestation and restoration is also set.

Greenhouse Gas Emissions

The Group is committed to measuring and reporting our scope 1 and 2 greenhouse gas emissions as noted below. Scope 3 emissions are not currently measured given the size and life of Group's mine.

Targets used by the Group

At year end the Group has only the single Philippine located operation, with a remaining life of mine of approximately two/three years. Annual targets are set to reduce the Group's impacts to support the net-zero ambition for this project. These targets are monitored and reviewed monthly and are being set based on the previous year's effort and performance. In 2024, we achieved positive results, with above target reductions in water, electricity and diesel consumption, residual and hazardous waste generation, and GHG emissions. There was an above target increase in the flora diversity species index covering the FTAA area. Targets will be set for the LA India project as this Nicaraguan project develops.

GREENHOUSE GAS EMISSIONS

Scope 1 GHG emissions from operations refers to direct activities that are owned or controlled by the Group; primarily emissions from fuel consumed by haul trucks, other vehicles and stationary plant at the Runruno project.

The calculation of GHG emissions is based on activity data, i.e. monitoring of fuel consumption rates, fuel composition, etc multiplied by industry produced conversion factors.

Scope 2 GHG emissions are indirect emissions from the generation of purchased electricity consumed by operations that are owned or controlled by the Group. Group Scope 2 emissions have been calculated using Philippine government recorded supplier-specific emission factors. Within our operations we support the use of renewable energy by purchasing our electricity from a hydroelectric company.

These Scope 1 and 2 GHG emissions are regularly reported to the Philippines mines department. Scope 3 emissions are not measured.

The Group's total carbon footprint (generated outside of the UK) was measured as follows:

The Company has successfully reduced its energy consumption by 100.79 TJ, leading to a corresponding decrease in our overall greenhouse gas (GHG) emissions. This achievement is attributed to our enhanced operational practices, which include the use of energy efficient motors and the implementation of scheduled preventive maintenance services.

ENVIRONMENTAL MONITORING

The Group maintains very high compliance standards and employs industry leading initiatives to ensure the highest environmental performance. The Group conducts regular internal comprehensive environmental monitoring to ensure compliance with its licence provisions, Philippine Regulations and any appropriate contemporary standards. This monitoring extends to reference sites outside the immediate operational area. The Government undertakes quarterly monitoring by an independent, community based Multipartite Monitoring Team; while an independent third-party consultant group specialising in environment monitoring services is also engaged to independently monitor the Group's environmental performance.

LEGAL COMPLIANCE

High compliance standards are practiced across the Group. A large site-based team is dedicated to managing the high levels of compliance mandated within the Philippines. The site is regularly audited with upwards of 60 audits, verifications or reviews of its operations undertaken annually by the various regulators. The wide range of permits to operate in the Philippines are secured from more than a dozen Government agencies and regulators.

CORPORATE GOVERNANCE STATEMENT

The Board has chosen to adopt the Quoted Companies Alliance's Corporate Governance Code for small and mid-size quoted companies (the 'QCA Code').

The QCA Code identifies ten principles that focus on the pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the Company was created. The principles of the QCA Code are embedded into the Company's internal reporting and governance structures to the extent expected of a company of Metals Exploration's size, stage of development and resources.

The Company's governance structures are further governed by the Company's Articles of Association ('Articles') together with relationship agreements (the 'Relationship Agreements') with the Company's two largest shareholder groups, Candy Investments S.à r.l, Candy Venntures S.à r.l and MTL (Luxembourg) S.à r.l. ('MTL Lux') (together the 'Candy Group') and Drachs Investments No3 Limited ('Drachs').

The Relationship Agreements regulate the relationship between the Company and its largest shareholders to ensure, amongst other things, that the Company and its business shall be managed for the benefit of the shareholders of the Company as a whole. The Relationship Agreements grant each shareholder group the right to appoint one director, for so long as it (together with its successors or assignees) continues to hold more than 15% of the voting rights of the Company.

During the year a revolving credit facility (the 'RCF') with the Company's lenders, MTL Lux and Runruno Holdings Limited ('RHL') terminated upon settlement of all debt matters. Previously, the RCF required the prior consent of both these lenders (together with its successors or assignees) for the Company to undertake a number of operational decisions. Consequently, the termination of the RCF has removed a number of corporate and operational restrictions that previously existed.

The Company's current compliance, or otherwise, with each of the ten principles of the QCA Code are detailed below.

DIRECTORS' REPORT

The Directors present their Annual Report together with the audited financial statements of Metals Exploration plc (the 'Company') and its subsidiary undertakings (the 'Group'), for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of the Group is to identify, acquire, explore and develop mining and processing projects, mining companies, businesses or opportunities with particular emphasis on precious and base metals mining opportunities in the Philippines, and subsequent to year-end in Nicaragua.

The Company was incorporated on 8 April 2004 under the Companies Act 1985 (now Companies Act 2006) and is registered in England and Wales with registered number 05098945. The Company was admitted to trading on AIM in October 2004.

The principal activity of the Company is that of a holding company for its subsidiary undertakings, which are set out in note 15 of the financial statements.

FINANCIAL RESULTS

For the year ended 31 December 2024 the profit before tax of the Group for the year was US$34.6 million (2023: US$119.6 million). This result included a net impairment of assets charge of US$9.1 million (2023: impairment reversal of US$97.7 million).

DIVIDENDS

A dividend payment is not recommended for the year ended 31 December 2024 (2023: US$nil).

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

A review of the current and future development of the Group's business is given in the Chairman's Statement on page 3 and the Chief Executive Officer's Strategic Report on page 5.

NOMINATED ADVISER & CORPORATE BROKER

The Company's nominated adviser is Strand Hanson Limited. The Company's corporate broker is Hannam & Partners ('H&P Advisory Limited').

AUDITOR

PKF Littlejohn LLP were re-appointed as auditor of the Company at the Annual General Meeting held in 2024 and it is proposed that they be re-appointed as auditor of the Company at the Company's forthcoming Annual General Meeting.

DIRECTORS & DIRECTORS' INTERESTS

The Directors of the Company during the year and since the year end were:

Steven Smith (Chairman and Non-Executive Director)

Darren Bowden (Chief Executive Officer and Executive Director)

Tim Livesey (Independent Non-Executive Director)

Andrew Chubb (Non-Executive Director)

David Cather (Independent Non-Executive Director), appointed 1 November 2024

Rob Marshall (Non-Executive Director), appointed 1 November 2024

Nick Von Schirnding (Independent Non-Executive Chairman), appointed 18 March 2024 - resigned 21 March 2025

Guy Walker (Non-Executive Director); resigned 3 September 2024

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

During FY2024 the Company issued to directors:

· 6,600,000 options to acquire new Ordinary Shares to Mr von Schirnding.

· 9,500,000 options to acquire new Ordinary Shares to Mr Bowden in relation to the acquisition of the YMC group.

These options are subject to vesting conditions as noted in the Remuneration Report.

There was no issue of securities to directors during FY2023.

Apart from outstanding share options, a full summary of which is disclosed in the Remuneration Report, there are no other arrangements entered into to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate; except that pursuant to the terms of the Metals Exploration plc 2022 and 2023 Management Incentive Plans, in February 2025, Mr Bowden was awarded additional 9,213,853 Ordinary Shares.

DIRECTORS' INTEREST IN CONTRACTS OF SIGNIFICANCE

No contract of significance to which the Company, or any of its subsidiary companies was a party and in which a Director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the financial year or at any time during the year; other than:

· Steven Smith is a 10% shareholder in MTL Guernsey Limited ('MTLG'), previously a Senior Debt lender.

· Andrew Chubb is a director of H&P Advisory Limited trading as Hannam & Partners, the Company's broker and financial adviser.

· Darren Bowden held a 37.5% interest in Yamang Mineral Corporation acquired by the Group.

· Robert Marshall is the nominee director of Drachs which in November 2024 provided the Company with a short-term £5.5 million loan. The principal and interest of this loan was repaid in March 2025 by the transfer of 94,127,854 Ordinary Shares held in treasury to Drachs at an issue price of £0.06 per Ordinary Share.

PRINCIPAL RISKS AND UNCERTAINTIES FACING THE GROUP

The Board of Directors review the principal risks and uncertainties facing the Group on an ongoing and regular basis. Assessments are made as to how to manage these and mitigate as much risk as possible through various controls. Many of these risks and uncertainties are common to all mining projects. The principal risks and uncertainties facing the Group are identified as follows:

Market risk

The profitability of the Group's projects is impacted by the risks associated with the gold market. Profitability can be affected by factors beyond the Group's control, such as a prolonged decline in world gold prices. The Group regularly tracks gold prices and regularly refines its models on financial profitability in order to have available for the Board at all times, a current view on the future financial viability of its active projects. The Group has attempted to mitigate this risk by entering into limited hedge arrangements in relation to future gold prices. Refer note 21.

The Group is exposed to currency risks in its operations; particularly in relation to Philippine domestic peso currency exposure from costs associated with mining and gold recovery. Currency exposures are carefully monitored, and USD:PHP forward contracts are in place to insure against major adverse currency movement risk. Refer note 21.

Nature of mining, resource estimation and mineral processing

Mineral resource and reserves estimation provides no assurance that the potential tonnage and grades will be achieved. The exploration of mineral rights is speculative in nature and any published results are expressions of judgement developed using industry tested measuring techniques, none of which can be relied upon with complete certainty. Each set of published results builds upon the previous published information and includes any new and reliable information from systematic drill results, mining, and recovery and reconciliation activities and is independently verified by qualified persons. However, this still involves experience, judgement, skill and estimation, all of which are imprecise, interpretative and open to challenge. The actual results of mining may differ upwards or downwards from the published reserves upon which the Group relies in its business projections.

The size of the deposit, its grade, depth and type of orebody, are only some of the particular attributes which determine the costs and recovery methods required to be employed. There is also the length of haul to the processing plant, age and maintenance programmes for plant and equipment, land access, environmental protection and community relations, capital costs, reclamation and closure costs and labour and host community relations. The quantities, costs and assumptions used to identify and interpret these variables can be modelled to the lowest level of detail possible, but they do not provide absolute certainty that the expected cost of mining will be achieved.

The metallurgy of the Group's ore requires a complex set of processes to extract economic levels of gold doré. Maintaining efficient processing operations requires specialised equipment and consumables, combined with an experienced and motivated processing team. It is also subject to numerous factors some of which are within the Group's ability to control, and some that are external factors outside the control of the Group.

Reserves and viable mining operations

Based upon the Group's current delineated gold reserves and planned mining schedule it is predicted that the Runruno project's remaining life of mine is approximately until Q4 2026 or Q1 2027.

To maintain or increase production levels in the long term, the Group must replace its gold reserves that are depleted by its mining activities. To replace its reserves, the Group must engage in an exploration and development programme, which is speculative by nature, to acquire or discover and develop new mineral deposits.

The exploration and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and technical knowledge may not eliminate. The economics of exploration and the eventual development of mineral properties are affected by many factors, including the cost of future operations, availability of capital, assumptions about the price of gold, the grade and recoverability of minerals, the ratio of waste to ore, sufficiency of water, resettlement costs and other factors, such as government regulations. As a result, there can be no assurances that the Group's exploration or development activities will result in profitable commercial mining operations. Exploration and development of mineral deposits involve a wide range of significant risks and require a significant investment over an extended period. These risks are seldom constant with new types invariably arising and adding to the industry's and Group's challenges.

Mining regulatory risk

Mining investors are exposed to a high level of regulatory risk, and a wide array of 'rules and regulations' ('Rules') imposed by the governing bodies responsible for the mining sectors in the countries the Group operates in. The Rules are created and enforced by several layers of government and government agencies nationally, provincially and locally. The mining industry is subject to frequent audit and review activity by regulatory agencies.

Failure to receive, extend or amend any Regulatory Approval, or delays in receiving, extending or amending any Regulatory Approval may adversely affect the properties, business or operations of the Group including, but not limited to, increasing the costs of the Group's activities; limiting the Group's capacity to produce gold; delaying the implementation of any planned changes to the Group's activities; or requiring the full or partial suspension of the Group's operations.

In the Philippines the Group annually has almost 500 approvals, licences and permits to conduct mining, processing and related activities at its Runruno Gold Project in the Philippines (collectively "Regulatory Approvals") and is routinely required to obtain new permits and Regulatory Approvals or to amend, renew or extend its existing permits and Regulatory Approvals.

As at the date of this Report, neither the Group nor its any of its projects are subject to any suspension or closure order. The Group has applied for, or is in the process of, applying for the issue, extension or renewal of a number of Regulatory Approvals and cannot be certain that they will be issued, extended or renewed on acceptable terms or within the required timeframes.

Key personnel

The Group depends on its Directors, senior managers, employees and third-party contractors with relevant experience to explore for mineral reserves and resources, develop projects and operate mines. As a result of the limited life of mine of the Runruno Mine, the Group may experience difficulty in retaining existing employees or third-party contractors, or in replacing them with appropriate staff.

The Group's success depends, to a large degree, upon the continued service and skills of its existing management team. The Group's management team has significant experience and has been intimately involved in the turn-around of the Group's gold recovery and financial condition. If the Group loses the services of any key member of its management team and is unable to find a suitable replacement in a timely manner, the Group may be unable to effectively manage its business and execute its strategy. In addition, the Group depends on skilled employees to carry out its operations, in particular with regard the BIOX process. The loss of these people or the Group's inability to attract and retain additional highly skilled employees required for the implementation of its business plan and ongoing development and expansion of operating assets may have a material adverse effect on the Group's business or future operations.

Environmental risk

Mining operations are by nature environmentally risky ventures. As a responsible miner the Group takes its environmental responsibilities very seriously and is subject to stringent rules and regulations before, during and after its period of exploration and mining development. Open pit mining is mining on a large-scale and has the potential to become entangled in environmental disputes. The Group employs every effort to avoid and mitigate even the most minor of damage to the environment, but it is aware it will always be exposed to these risks for as long as it is present at Runruno.

Any breach of its environmental code or obligations to the environment as dictated in its Financial or Technical Assistance Agreement ('FTAA') or its Environmental Compliance Certificate may result in a temporary suspension of operations, fines, and even the possibility of closure of mining operations at Runruno. The Group is aware there may be further environmental standards imposed throughout the life of its mining operations which will involve further costs, time and compromises to be compliant.

Political and country risk

The Group has mining and exploration projects in both the Philippines and Nicaragua. These are challenging jurisdictions for foreign mining companies to succeed. Philippine and Nicaraguan political and country perceived risk issues may have hindered the development of the mining industry in these countries. The Group has no control or influence in these matters and these risks are a constant.

In the Philippines, to reduce these risks, the Group applied for and was granted a FTAA, a contract in law with the government. The 1995 Mining Act allows 100% foreign ownership of mining entities where there is a US$50 million investment or higher, through the ownership of a FTAA. Mines operating under a FTAA have recourse for disputes to be arbitrated offshore. Despite opposition to the 1995 Mining Act successive Presidents have supported the framework.

In Nicaragua all necessary permits are in place for the Group to commence development of the La India gold project.

Access to tenement areas

The Group's social licence to operate is not guaranteed and every effort is made to ensure the local communities near our areas of operation are supportive of the Group's endeavours.

RSI integrity

The Group's Runruno mine tailings waste is directed to a residual storage impoundment ('RSI') facility. The RSI is being constructed to standards applicable to international water dam construction, which has significantly higher standards than normal mine tailings facilities. However, the failure of the RSI would be catastrophic, and as such the continued integrity of this structure is of the utmost importance.

Third party audits of the design and construction integrity of the RSI are conducted, and the RSI remains in compliance with local guidelines and local development requirements. Construction of the final in-rock spillway commenced in Q1 2023 and is expected to be completed during FY2026. This final in-rock spillway will ensure the RSI has the capacity to cope with a 'Probable Maximum Flood' event.

The performance of the RSI is continuously monitored by an independent international consulting group.

GOING CONCERN

The consolidated financial statements of the Group have been prepared on a going concern basis, which contemplates the continuity of business activities and the realisation of assets and the settlement of liabilities in the normal course of business.

The Board of Directors believe that the Runruno mine will continue to operate successfully and produce positive cash flows ensuring the continuing viability of the Group and its ability to operate as a going concern, meeting its commitments as and when they fall due.

Continued free cash generated from Runruno is more than sufficient to fund the mine development and plant acquisitions required to bring the Nicaraguan La India project into production by Q4 2026.

As a result, the Directors believe there is no material uncertainty over the Group's going concern and that it is appropriate that the financial statements should be prepared on a going concern basis.

KEY PERFORMANCE INDICATORS

The Directors monitor the performance of the Group through the following key performance indicators:

· Safety - Safety is at the core of the Group's business. The Group aspires to a world class TRIFR target of

· Environment/permit compliance - The Group aims to have no major environmental/permitting incidents and

· Gold recovery - Overall gold recovery measured against budget reflects the outcome of ongoing technical work undertaken to maintain/improve operational performance. The average gold recovery in FY2024 was 90.5% (FY2023: 88.7%) surpassing the average gold recovery target. Gold recoveries are continuously monitored providing detailed information on day-to-day performance.

· Free cash flow - Given the Group's historical high debt level the amount of free cash flow produced to pay down Group debt has been of paramount importance; and performance is determined by comparison of actual results against budget. The cost efficiencies of operations are measured against budgets and forecasts on a weekly and monthly basis. Detailed annual budgets are approved by the Board. Free cash generated from operations of US$96.7 million (FY2023: US$72.3 million) exceeded budget.

· Total expenditure - Total operating cost and CAPEX expenditure is measured against budget on a weekly, monthly and annual basis. Projected costs are re-forecast at regular intervals. Total operating cost and CAPEX expenditure, excluding debt interest/fees, taxes and corporate event expenses, for FY2024 of US$83.1 million (FY2023: US$87.6 million) was slightly lower than budget.

· Total movement of material - Actual physical mining performance, both ore and waste, compared to budget is a key driver to ongoing mining operations. Mine schedules are constantly being reviewed to ensure sufficient ore is delivered to the process plant on a timely basis at an economic grade. Actual tonnes mined during the year was slightly below budget at 11.3Mt (FY2023: 12.4Mt).

· Mill throughput - Actual tonnes milled of 2.1Mt (FY2023: 2.1Mt) compared to the 1.75Mt name-plant design of the process plant indicates the degree of success plant modifications have made on the Group's ability to increase production rates above original design expectations.

EVENTS AFTER THE BALANCE SHEET DATE

Details of significant events occurring after the balance sheet date are set out in note 36 to the financial statements.

FINANCIAL RISK MANAGEMENT

Details of the Group's policies with respect to financial risk management are given in note 34 to the financial statements.

Although monitoring financial risk falls within the terms of reference of the audit committee, this matter is a standard agenda item at all board meetings. The Group's finance departments implement policies set by the Board of Directors.

CORPORATE RESPONSIBILITY AND ENVIRONMENTAL POLICY

The Group's policy is to conduct operations in a safe and environmentally responsible manner to industry best practice standards, to respect the indigenous culture of the mining project areas, to promote social and economic development and to offer employment and training opportunities to those who live in the mining project areas.

POLITICAL CONTRIBUTIONS AND CHARITABLE CONTRIBUTIONS

During FY2024, the Group did not make any political expenditures or charitable donations (FY2023: $nil).

ANNUAL GENERAL MEETING

This report and the financial statements will be presented to shareholders for their approval at the Annual General Meeting ('AGM').

The Company's AGM is expected to be held on 16 June 2025 at the offices of Squire Patton Boggs in London. The Notice of the AGM will be issued shortly.

In accordance with the Company's Articles of Association, all directors, will retire and will offer themselves for re-election at the AGM.

SHARE CAPITAL

On 31 December 2024, there were 1,728,216,415 ordinary shares of £0.0001 each with voting rights in the capital of the Company in issue. A further 393,513,302 non-voting ordinary shares of £0.0001 each were held in Treasury.

SIGNIFICANT SHAREHOLDINGS

As at 31 December 2024, the Company is either aware of or has been notified of the following shareholders who hold disclosable interests of 3% or more of the nominal value of the Company's Ordinary Shares:

BOARD ENGAGEMENT WITH STAKEHOLDERS - SECTION 172 STATEMENT

Section 172 of the Companies Act 2006 requires a Director of a company to act in the way he or she considers, in good faith, and would be most likely to promote the success of the company for the benefit of its members as a whole. The Directors use the Board meetings as a mechanism for giving careful consideration to the factors set out above in discharging their duties under section 172.

Stakeholder engagement

Key stakeholder groups we engage with are listed below, together with an explanation of why we focus on them and how we engage them.

Employees

The success of the Group is dependent upon the hard work and dedication of all our employees. The Board ensures a continuing investment in existing employees who are supported through professional, technical and on-the-job training relevant to their functional areas. The Board directs executives and senior managers to keep staff informed of the progress and development of the Group on a regular basis through formal and informal operational updates, meetings and other regular communications. In addition, the Board ensures funds are provided for regular events to encourage employee participation in local community initiatives.

The Group strives to create an equal opportunity work environment where employees can be safe and healthy at all times, while feeling valued and supported. Employees are encouraged to speak out about anything that impacts their performance and/or safety.

The Board is conscious of its social obligation to impart skills and knowledge onto local employees. Accordingly, in the Philippines over 98% of the Group's workforce is Philippine; while in Nicaragua approximately 95% of the workforce are Nicaraguan. Workforce gender diversity policies are actively followed with approximately 28% of the Group workforce being female.

Government Agencies & Local Communities

The Group operates in the highly regulated mining business. The Board ensures the Group adopts a positive focus on maintaining productive relations with local communities and all levels of government. As a result, the Chief Executive Officer and senior managers regularly conduct consultations with multi-levels of government agencies to ensure that all regulatory approvals and permits remain in good order. Development of local community improvement programmes are undertaken with consultation of local government and community representatives.

Contractors & Suppliers

Our contractors and suppliers are key business partners, and the quality of goods and services we receive are essential to supporting operations and to provide the Group with the opportunity to produce positive cash flows.

As directed by the Board, management collaborates and continually works with our contractors and the full supply chain, sharing best practice and seeking out synergies to improve performance.

Lenders

For the entire reporting period, the CEO and the CFO, on behalf of the Board, were in regular contact with its lenders regarding the Group's performance in an endeavour to manage expectations.

Customers

The Group's business in mining and selling gold doré means it only deals with a small number of end customers, being refiners of doré and/or gold concentrate. The Board ensures a close relationship is maintained with senior personnel at each customer group.

Investors

Investors are considered key stakeholders, and consequently investor relations are a focus area for Directors. Where possible the Board engages investors on Group performance following trading updates and results announcements.

DISCLOSURE OF INFORMATION TO THE AUDITORS

The Directors at the date of approval of this Annual Report individually confirm that:

· so far as the Director is aware, there is no relevant audit information of which the Group's auditors are unaware; and

· the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provision of Section 418 of the Companies Act 2006.

Approved by the Board of Directors and signed on behalf of the Board

Darren Bowden, Chief Executive Officer

16 May 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Corporate Governance Report, Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with applicable law and in accordance with UK-adopted international accounting standards. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent;

· state whether UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The Directors are responsible for:

· keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities;

· ensuring that they meet their responsibilities under the AIM Rules; and

· the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF METALS EXPLORATION PLC

Opinion

We have audited the financial statements of Metals Exploration Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Total Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

· the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

· the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

· the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included:

· Testing the integrity of management's forecast model for a period of 12 months from the date of approval of the financial statements and further, checking the mathematical accuracy of the model, including challenging the appropriateness of key assumptions and inputs with reference to empirical data and external evidence with specific focus on the following key assumptions: gold price, production, costs, gold grade, recoveries and assessed their consistency with approved budgets and the mine development plan, as applicable;

· Comparing budgets to actual figures achieved to assess the reliability of management's forecasts;

· Evaluating management's sensitivity analysis and performing our own sensitivity analysis in respect of the key assumptions and inputs underpinning the forecasts. We assessed the validity of any mitigating actions identified by management;

· Confirming the terms of all borrowing facilities in place and that the terms are not breached and reviewing the repayments of loans and ensuring that they were reflected in the cash flow forecast; and

· Assessing if the going concern disclosures in the financial statements are appropriate and in accordance with the revised ISA UK 570 going concern standard.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures.

We determined materiality for the group and parent financial statements to be:

In determining group materiality, we consider revenue to be the primary measure used by the shareholders in assessing the performance of the group, driving profitability within the group and revenue is expected to provide a more stable measure year on year.  The percentage applied to this benchmark of 1% has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the reported profit were appropriately considered.

In determining parent materiality, we consider profit before tax to be the primary measure used by the shareholders in assessing the performance of the company. The parent is generating consultancy revenue from its subsidiaries, and holds little fixed assets for these reasons.  The percentage applied to this benchmark of 5% has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the reported profit were appropriately considered. 

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures. We set the performance materiality at 60% of materiality.

In determining performance materiality, we considered the following factors:

· Our knowledge of the group and parent and its environment, including industry specific trends;

· Significant transactions during the year; and

· The level of judgement required in respect of the key accounting estimates.

We agreed with the audit committee that we would report all individual audit differences identified for the group during the course of our audit in excess of $84,450 ($82,700 for the parent) together with any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

We determined materiality for the significant component to be:

We applied the concept of materiality in planning and performing our audit and in evaluating the effects of misstatement.

Our approach to the audit

Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size.

As part of designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. These areas of estimation and judgement included:

o  Valuation of property, plant and equipment as outlined in the Key audit matters section above

o  Recoverability of investments in subsidiaries and receivables from subsidiaries

o  Valuation of inventory

o  Accuracy and completeness of rehabilitation provision

o  Valuation of the purchase price allocation of YMC group

We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Of the group's 10 components, including the parent company, 2 were considered (including the parent company - audited by PKF-Littlejohn) financially significant and subject to full scope audit for group purposes. The remaining components were not considered material and we performed a limited scope analytical review together with substantive testing, as appropriate.

A full scope audit was performed for the one significant component in the Philippines. In establishing our overall approach to the Group audit, we determined the scope, direction of the audit process, and the type of work that needed to be undertaken by the component team. The component team is one of the largest professional services networks in the world. We determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole. We monitored their work through regular collaborative meetings, review progress and evaluating adherence to timeliness and accuracy of deliverables. We carried out a site visit to the Philippines in April 2025 and performed an on-site file review of the work performed by the component auditor. 

The key audit matters and how these were addressed are outlined below.

Key audit matters

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

· the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

· the parent company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

· We obtained an understanding of the group and company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and our expertise of the sector.

· We determined the principal laws and regulations relevant to the company in this regard to be those arising from Companies Act 2006, UK-adopted international accounting standards, the AIM Rules for Companies, as well as local laws and regulations in the jurisdiction in which the group and parent company operate.

· Compliance with laws and regulations at the subsidiary level was ensured through enquiry of management, communication with component auditors and review of correspondence for any instances of non-compliance.

· We designed our audit procedures to ensure the audit team and component auditors considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:

o  conducting enquiries of management regarding potential instances of non-compliance;

o  reviewing RNS announcements;

o  reviewing legal and professional fees for evidence of any litigation or claims against the company; and

o  reviewing board minutes and other correspondence from management.

· We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether key management judgements could include management bias in relation to:

o  Valuation of property, plant and equipment as outlined in the Key audit matters section above

o  Recoverability of investments in subsidiaries and receivables from subsidiaries

o  Valuation of inventory

o  Accuracy and completeness of rehabilitation provision

o  Valuation of the purchase price allocation of YMC group

· As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

16 May 2025

CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

The financial statements were approved by the Board of Directors on 16 May 2025 and were signed on its behalf by:

Darren Bowden, Chief Executive Officer

16 May 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

Equity is the aggregate of the following:

· Share capital; being the nominal value of shares issued

· Share premium account; being the excess received over the nominal value of shares issued less direct issue costs

· Capital redemption reserve; being the share capital of ordinary shares held in Treasury

· Acquisition of non-controlling interest reserve; being the amounts recognised on acquiring additional equity in a controlled subsidiary

· Translation reserve; being the foreign exchange differences on the translation of foreign subsidiaries

· Re-measurement reserve; being the cumulative actuarial gains and losses, return on plan assets and changes in the effect of the asset ceiling (excluding net interest on defined benefit liability) that relate to the Philippine pension obligations, recognised in other comprehensive income

· Other reserves; being the share-based payments expense

· Non-controlling interest; being the share of equity owned by minority parties

· Profit and loss account; being the cumulative profit attributable to equity shareholders

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

Equity is the aggregate of the following:

· Share capital; being the nominal value of shares issued

· Share premium account; being the excess received over the nominal value of shares issued less direct issue costs

· Acquisition of non-controlling interest reserve; being the amounts recognised on acquiring additional equity in a controlled subsidiary

· Translation reserve; being the foreign exchange differences on the translation of foreign subsidiaries

· Re-measurement reserve: being the cumulative actuarial gains and losses, return on plan assets and changes in the effect of the asset ceiling (excluding net interest on defined benefit liability) that relate to the Philippine pension obligations, recognised in other comprehensive income

· Other reserves: being the cumulative fair value of warrants associated with certain mezzanine debt facilities and share-based payments expense. Upon the expiry of the relevant warrants the cumulative fair value of warrants was transferred to profit and loss account

· Profit and loss account; being the cumulative profit attributable to equity shareholders

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024