Final Results for the Year Ended 31 December 2025
Summary by AI BETAClose X
30 June 2026
Final Results for the Year Ended 31 December 2025
80 Mile PLC ('80 Mile' or the 'Company'), the AIM, FSE, and OTC listed exploration and development company with projects in Greenland, Finland and Italy, is pleased to announce its final results for the year ended 31 December 2025.
The accounts will be distributed to shareholders tomorrow and will be available on the Company's website shortly.
2025 Highlights
· Agreements reached with US partners to drill the Jameson and Disko projects, with more than US$100 million of committed expenditure across the two projects over the next 18 months
· Free carried across Jameson and Disko, with a 30% and 49% free carry interest respectively
· Independent report by Sproule ERCE estimates 13.03 billion barrels (P10) of un-risked recoverable prospective oil resources across the upper levels of the Jameson Basin
· £2 million raised in December 2025 to advance the development of the Company's assets held by its 100%-owned subsidiary, Hydrogen Valley
· Sale of Kangerluarsuk project to Amaroq, reflecting the Company's ongoing strategy to monetise non-core assets
· Appointment of Ingo Hofmaier as Non-Executive Director, further strengthening the Board of Directors
Post Period Highlights
· Exploration drilling at Disko is set to commence this week following the approval of the programme and the mobilisation of drill rigs. The programme was recently expanded from 5,000 metres ("m") to 9,000m
· Greenland Energy Company, 80 Mile's JV partner for Jameson, commenced trading on NASDAQ (GLND) and subsequently raised US$70 million, with net proceeds to fund exploration and appraisal activities in the Jameson Land Basin
· Received written guidance from Greenlandic regulator confirming that no third-party licence can be granted over the Company's concessions covering the Jameson Land Basin.
· Awarded AIM Company of the Year at the 2026 Online Money Awards
Notice of General Meeting
The Company announces that its General Meeting ("GM") will be held at 10:00 am on Wednesday 29 July 2026 at 1 Heddon Street, London, W1B 4BD. Copies of the Notice of GM and the Form of Proxy will be posted to shareholders tomorrow and available to view on the Company's website shortly.
CHAIRMAN'S REPORT
Dear Shareholders,
2025 was a transformative year in all respects. Our carefully laid plans to seek US partners for our Greenland Projects has borne fruit with more than US$100m of committed expenditure on Jameson and Disko drilling over the next 18 months with 80 Mile being free carried throughout.
The restructuring efforts on expenditure commitments and staffing levels were completed, resulting in substantial savings. During 2026, we expect to see the fruits of our labour in terms of intense drilling activity across the two core projects and value creation for shareholders.
Key achievements during the period included the inking of two value accretive joint ventures related to our strategic metal and oil and gas assets, two successful fundraisings, finalisation of the corporate rebrand, asset divestments and a renewed focus on marketing in the United States. All of which has collectively repositioned the Company to capitalise on new emerging opportunities in our core sectors. It's also why our share price at time of writing has appreciated significantly since the start of 2025.
Throughout 2025, we continued the strategy of portfolio rationalisation, with a focus on attracting US based investors into our two large scale Greenlandic projects. Coupled with ongoing cost-saving initiatives across the business, we are now more sustainable and resilient as an organisation. Importantly, the company is free carried across both Disko and Jameson with a 49% and 30% free carry interest, respectively with US$100m of committed exploration starting in the next several months. This disciplined approach to our joint ventures allows us to operate more cost effectively while maintaining a large, but risk free, exposure to our two major commodity projects in the complex and unpredictable world that international exploration has become.
The agreement with USFM Corporation ("USFM") allows us to manage the programme across the Disko Project and earn a 10% management fee. A great result for shareholders. At Jameson, we are free carried on two 3,500m drill holes expected to cost more than US$30m, each expected to spud towards the end of 2026 as well as progressing the restart of our biofuel facility in Italy.
Financial Review
In June 2025, the sale of our lead zinc project; Kangerluarsuk, by Disko to AIM and TSX listed Amaroq has returned significant value to shareholders whilst maintaining exposure to future success. That transaction included US$500,000 in shares and longer dated success payments. Project rationalisation, management fees and free carried expenditure provide a robust capital base and income with limited overheads, enabling a renewed focus on shareholder value - something that was difficult to achieve given legacy financial issues inherited from previous management.
Entering 2026, 80 Mile is in a strong financial position following the successful monetisation of non-core assets and reduction in excess staffing requirements. 80 Mile is lean, focused, and with well-funded US counterparts on our two most significant projects and an emerging biofuels production story, we are well positioned to capitalise on this success.
Outlook
The importance of developing new sources of energy, critical minerals and industrial gases continues to grow and get global attention. 80 Mile is strategically positioned to play a vital role. Our operations are located in stable, resource-rich Western jurisdictions that support commodity development, reinforcing the security of our assets and our confidence in future success.
Partnerships remain central to our strategy. Our joint ventures at Jameson and Disko, along with close collaboration with Greenlandic and Danish authorities, and new financing relationships, all underpin the value of our project pipeline. With drilling scheduled to commence across both projects later this year, 80 Mile is poised to deliver significant value creation for shareholders, as the true potential of these projects will be unlocked through material drilling campaigns to be executed.
As announced on 28 October 2025, 80 Mile acquired 100% interest in Hydrogen Valley, a biofuels project in Italy. Located in Italy's Special Economic Zone ("SEZ"), the production complex has facilities for biodiesel, ESBO, and glycerine production. The plant is strategically positioned for revenue generation, with production planned to recommence shortly.
These developments underscore our long-term strategy - delivering value through a diversified portfolio in energy, critical minerals and industrial gas markets.
On behalf of the Board, I sincerely thank our shareholders for their trust and support. In a world increasingly shaped by geopolitical volatility and resource nationalism, we remain focused on building long-term value. With a dedicated team and a clear strategy, we look forward to a productive and transformative 2026.
Michael Hutchinson
Non-Executive Chairman
30 June 2026
STATEMENTS OF FINANCIAL POSITION
As at 31 December 2025
|
|
|
Group |
|
Company |
||
|
|
Note |
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Non-Current Assets |
|
|
|
|
|
|
|
Property, plant and equipment |
6 |
4,794,857 |
1,051,935 |
|
7,910 |
3,151 |
|
Intangible assets |
7 |
8,114,876 |
25,587,568 |
|
- |
- |
|
Fair value through profit and loss Investments |
8 |
- |
265,625 |
|
- |
265,625 |
|
Investment in subsidiaries |
9 |
- |
- |
|
11,007,891 |
38,984,436 |
|
Investment in Joint Venture |
10 |
- |
4,523,897 |
|
- |
- |
|
Equity Investments |
13 |
- |
200,000 |
|
- |
200,000 |
|
Non-current financial assets |
35 |
- |
3,180 |
|
39,356 |
3,180 |
|
|
|
12,909,733 |
31,632,205 |
|
11,055,157 |
39,456,392 |
|
Current Assets |
|
|
|
|
|
|
|
Trade and other receivables |
14 |
1,656,290 |
1,883,923 |
|
1,620,707 |
1,877,786 |
|
Cash and cash equivalents |
15 |
1,453,810 |
637,822 |
|
943,962 |
392,147 |
|
Inventories |
16 |
373,689 |
- |
|
- |
- |
|
|
|
3,483,789 |
2,521,745 |
|
2,564,669 |
2,269,933 |
|
Assets held for sale |
17 |
371,610 |
- |
|
- |
- |
|
Total Assets |
|
16,765,132 |
34,153,950 |
|
13,619,826 |
41,726,325 |
|
Non-Current Liabilities |
|
|
|
|
|
|
|
Deferred tax liabilities |
18 |
482,114 |
496,045 |
|
- |
- |
|
Other payables |
20 |
1,237,509 |
- |
|
- |
- |
|
Deferred consideration |
19 |
2,248,045 |
- |
|
- |
- |
|
|
|
3,967,668 |
496,045 |
|
- |
- |
|
Current Liabilities |
|
|
|
|
|
|
|
Provisions |
19 |
434,784 |
200,000 |
|
- |
200,000 |
|
Trade and other payables |
20 |
2,637,989 |
491,305 |
|
788,998 |
437,962 |
|
|
|
3,072,773 |
691,305 |
|
788,998 |
637,962 |
|
Total Liabilities |
|
7,040,441 |
1,187,350 |
|
788,998 |
637,962 |
|
Net Assets |
|
9,724,691 |
32,966,600 |
|
12,830,828 |
41,088,363 |
|
Capital and reserves attributable to owners of the Company |
|
|
|
|
|
|
|
Share capital |
21 |
7,883,783 |
7,651,735 |
|
7,883,783 |
7,651,735 |
|
Share premium |
21 |
74,252,293 |
66,986,078 |
|
74,252,293 |
66,986,078 |
|
Other reserves |
22 |
(6,000,899) |
(7,592,921) |
|
1,365,664 |
1,527,291 |
|
Retained losses |
|
(66,501,558) |
(34,078,292) |
|
(70,670,912) |
(35,076,741) |
|
Total equity shareholders' funds |
|
9,633,619 |
32,966,600 |
|
12,830,828 |
41,088,363 |
|
Non-controlling interest |
12 |
91,072 |
- |
|
- |
- |
|
Total Equity |
|
9,724,691 |
32,966,600 |
|
12,830,828 |
41,088,363 |
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 31 December 2025 was £36,297,802 (loss for year ended 31 December 2024: £8,704,742).
The Financial Statements were approved and authorised for issue by the Board of Directors on 30 June 2026 and were signed on its behalf by:
Michael Hutchinson
Non-Executive Chairman
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2025
|
Continued operations |
Note |
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Revenue |
|
- |
- |
|
Cost of sales |
25 |
(2,710) |
(35,887) |
|
Gross loss |
|
(2,710) |
(35,887) |
|
Administrative expenses |
25 |
(3,122,672) |
(2,262,385) |
|
Impairment of intangible assets |
7 |
(27,183,287) |
(4,902,058) |
|
Impairment of property, plant and equipment |
17 |
(478,640) |
- |
|
Share of losses from joint venture |
|
- |
(18,114) |
|
Share of profits from associate |
13 |
211,078 |
- |
|
Decrease in share of net assets on joint venture |
|
- |
(198,694) |
|
Other losses |
28 |
(2,922,000) |
(2,259,088) |
|
Operations expenditure |
29 |
(41,411) |
- |
|
Foreign exchange loss |
|
(39,105) |
(369) |
|
Other income |
31 |
468,272 |
116,844 |
|
Operating loss |
|
(33,110,475) |
(9,559,751) |
|
Finance expense |
30 |
(17,757) |
(1,663) |
|
Loss before income tax |
|
(33,128,232) |
(9,561,414) |
|
Income tax expense |
32 |
- |
- |
|
Loss for the year |
|
(33,128,232) |
(9,561,414) |
|
Attributable to: |
|
|
|
|
Owners of the Company |
|
(33,126,897) |
(9,561,414) |
|
Non-controlling interests |
12 |
(1,335) |
- |
|
Earnings per share from continuing operations attributable to the equity owners of the parent |
|
|
|
|
Basic (pence per share) |
33 |
(0.80)p |
(0.57)p |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
|
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Loss for the year |
|
(33,128,232) |
(9,561,414) |
|
Other Comprehensive Income: |
|
|
|
|
Items that may be subsequently reclassified to profit or loss |
|
|
|
|
Currency translation differences |
|
1,793,005 |
(1,375,855) |
|
Other comprehensive losses for the year, net of tax |
|
(31,335,227) |
(10,937,269) |
|
Total comprehensive loss |
|
|
|
|
Attributable to: |
|
|
|
|
Owners of the Company |
|
(31,333,892) |
(10,937,269) |
|
Non-controlling interests |
12 |
(1,335) |
- |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
|
|
Note |
Share capital £ |
Share premium £ |
Other reserves £ |
Retained losses £ |
Equity Attributable to the Owners of the Parent £ |
Non-controlling interest £ |
Total Equity £ |
|
Balance as at 1 January 2024 |
|
7,506,658 |
62,915,685 |
(6,528,838) |
(24,516,878) |
39,376,627 |
- |
39,376,627 |
|
Loss for the year |
|
- |
- |
- |
(9,561,414) |
(9,561,414) |
- |
(9,561,414) |
|
Other comprehensive income for the year |
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
Currency translation differences |
|
- |
- |
(1,375,855) |
- |
(1,375,855) |
- |
(1,375,855) |
|
Total comprehensive income for the year |
|
- |
- |
(1,375,855) |
(9,561,414) |
(10,937,269) |
- |
(10,937,269) |
|
Issue of share capital |
21 |
144,059 |
3,999,742 |
- |
- |
4,143,801 |
- |
4,143,801 |
|
Share based payments |
21 |
1,018 |
70,651 |
- |
- |
71,669 |
- |
71,669 |
|
Options issued |
24 |
- |
- |
311,772 |
- |
311,772 |
- |
311,772 |
|
Total transactions with owners, recognised directly in equity |
|
145,077 |
4,070,393 |
311,772 |
- |
4,527,242 |
- |
4,527,242 |
|
Balance as at 31 December 2024 |
|
7,651,735 |
66,986,078 |
(7,592,921) |
(34,078,292) |
32,966,600 |
- |
32,966,600 |
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2025 |
|
7,651,735 |
66,986,078 |
(7,592,921) |
(34,078,292) |
32,966,600 |
- |
32,966,600 |
|
Loss for the year |
|
- |
- |
- |
(33,126,897) |
(33,126,897) |
(1,335) |
(33,128,232) |
|
Other comprehensive income for the year |
|
|
|
|
|
|
|
|
|
Items that may be subsequently reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
Currency translation differences |
|
- |
- |
1,793,005 |
- |
1,793,005 |
- |
1,793,005 |
|
Total comprehensive income for the year |
|
- |
- |
1,793,005 |
(33,126,897) |
(31,333,892) |
(1,335) |
(31,335,227) |
|
Acquisition of subsidiary |
11, 12 |
- |
- |
- |
- |
- |
92,407 |
92,407 |
|
Issue of share capital |
21 |
39,160 |
1,788,360 |
- |
- |
1,827,520 |
- |
1,827,520 |
|
Share based payments |
21 |
24,340 |
1,560,160 |
- |
- |
1,584,500 |
- |
1,584,500 |
|
Options issued |
24 |
- |
- |
187,252 |
- |
187,252 |
- |
187,252 |
|
Options exercised |
21, 24 |
800 |
27,200 |
(18,744) |
18,744 |
28,000 |
- |
28,000 |
|
Options expired |
24 |
- |
- |
(684,887) |
684,887 |
- |
- |
- |
|
Consideration shares |
21 |
128,392 |
3,890,495 |
- |
- |
4,018,887 |
- |
4,018,887 |
|
Shares issued for Trust - held in Treasury |
21, 22 |
39,356 |
- |
(39,356) |
- |
- |
- |
- |
|
Employee Benefit Trust reserve |
24 |
- |
- |
354,752 |
- |
354,752 |
- |
354,752 |
|
Total transactions with owners, recognised directly in equity |
|
232,048 |
7,266,215 |
(200,983) |
703,631 |
8,000,911 |
- |
8,000,911 |
|
Balance as at 31 December 2025 |
|
7,883,783 |
74,252,293 |
(6,000,899) |
(66,501,558) |
9,633,619 |
91,072 |
9,724,691 |
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
|
|
Note |
Share capital £ |
Share premium £ |
Other reserves £ |
Retained losses £ |
Total equity £ |
|
Balance as at 1 January 2024 |
|
7,506,658 |
62,915,685 |
1,215,519 |
(26,371,999) |
45,265,863 |
|
Loss for the year |
|
- |
- |
- |
(8,704,742) |
(8,704,742) |
|
Total comprehensive income for the year |
|
- |
- |
- |
(8,704,742) |
(8,704,742) |
|
Issue of share capital |
21 |
144,059 |
3,999,742 |
- |
- |
4,143,801 |
|
Share based payments |
21 |
1,018 |
70,651 |
- |
- |
71,669 |
|
Options granted |
24 |
- |
- |
311,772 |
- |
311,772 |
|
Total transactions with owners, recognised directly in equity |
|
145,077 |
4,070,393 |
311,772 |
- |
4,527,242 |
|
Balance as at 31 December 2024 |
|
7,651,735 |
66,986,078 |
1,527,291 |
(35,076,741) |
41,088,363 |
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2025 |
|
7,651,735 |
66,986,078 |
1,527,291 |
(35,076,741) |
41,088,363 |
|
Loss for the year |
|
- |
- |
- |
(36,297,802) |
(36,297,802) |
|
Total comprehensive income for the year |
|
- |
- |
- |
(36,297,802) |
(36,297,802) |
|
Issue of share capital |
21 |
39,160 |
1,788,360 |
- |
- |
1,827,520 |
|
Share based payments |
21 |
24,340 |
1,560,160 |
- |
- |
1,584,500 |
|
Options issued |
24 |
- |
- |
187,252 |
- |
187,252 |
|
Options exercised |
21, 24 |
800 |
27,200 |
(18,744) |
18,744 |
28,000 |
|
Options expired |
24 |
- |
- |
(684,887) |
684,887 |
- |
|
Consideration shares |
21 |
128,392 |
3,890,495 |
- |
- |
4,018,887 |
|
Shares issued for Trust |
21, 22 |
39,356 |
- |
- |
- |
39,356 |
|
Employee Benefit Trust reserve |
24 |
- |
- |
354,752 |
- |
354,752 |
|
Total transactions with owners, recognised directly in equity |
|
232,048 |
7,266,215 |
(161,627) |
703,631 |
8,040,267 |
|
Balance as at 31 December 2025 |
|
7,883,783 |
74,252,293 |
1,365,664 |
(70,670,912) |
12,830,828 |
STATEMENTS OF CASH FLOWS
For the year ended 31 December 2025
|
|
|
Group |
Company |
||
|
|
Note |
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Cash flows from operating activities |
|
|
|
|
|
|
Loss after income tax |
|
(33,128,232) |
(9,561,414) |
(36,297,802) |
(8,704,742) |
|
Adjustments for: |
|
|
|
|
|
|
Depreciation and amortisation |
|
222,474 |
317,536 |
2,230 |
10,189 |
|
Impairment of intangible exploration assets |
7 |
27,183,287 |
4,902,058 |
- |
- |
|
Impairment of property, plant and equipment |
17 |
478,640 |
- |
- |
- |
|
Impairment of intercompany loan |
35 |
- |
- |
36,881,596 |
5,278,656 |
|
Share options expense |
24 |
187,252 |
311,772 |
187,252 |
311,772 |
|
Trust expense |
24 |
354,752 |
- |
354,752 |
- |
|
Share based payments |
21 |
88,500 |
71,669 |
88,500 |
71,669 |
|
(Gain)/Loss on sale of property, plant and equipment |
|
341 |
(5,966) |
341 |
2,503 |
|
Fair value adjustment to existing equity interest - Hydrogen Valley Ltd |
13 |
2,884,147 |
- |
2,884,147 |
- |
|
Gain on sale of intangible exploration assets |
7 |
(224,704) |
- |
- |
- |
|
Other losses/(gains) |
|
(73,481) |
- |
(15,000) |
- |
|
Impairment of deferred consideration |
28 |
39,300 |
915,000 |
39,300 |
915,000 |
|
Impairment of goodwill |
13 |
2,096,639 |
- |
- |
- |
|
Net finance expense / (income) |
30 |
17,757 |
1,663 |
(963,685) |
(2,230,349) |
|
Deferred tax |
18 |
(14,009) |
- |
- |
- |
|
Foreign exchange (gain) / loss |
|
(2,905) |
- |
(1,987,112) |
1,719,896 |
|
Intercompany management fees |
|
- |
- |
(367,068) |
(217,552) |
|
Share of earnings from associates |
13 |
(211,078) |
- |
(211,078) |
|
|
Share of losses from joint venture |
|
- |
18,114 |
- |
- |
|
Decrease in share of net asset of joint venture |
|
- |
198,694 |
- |
- |
|
(Gain)/loss on fair value through profit and loss Equity Investments |
8 |
(1,485,198) |
1,390,625 |
(1,476,492) |
1,390,625 |
|
Changes in working capital: |
|
|
|
|
|
|
Decrease / (Increase) in trade and other receivables |
|
754,684 |
(1,544,496) |
597,291 |
(980,708) |
|
Increase / (Decrease) in trade and other payables |
|
390,975 |
(247,817) |
353,587 |
(230,905) |
|
Decrease in inventories |
|
35,111 |
- |
- |
- |
|
Increase / (Decrease) in provisions |
|
227,217 |
200,000 |
(200,000) |
200,000 |
|
Net cash used in operating activities |
|
(178,531) |
(3,032,562) |
(129,241) |
(2,463,946) |
|
Cash flows from investing activities |
|
|
|
|
|
|
Cash paid for acquisitions |
13 |
(1,180,000) |
(200,000) |
(1,180,000) |
(200,000) |
|
Repayable loan funding advanced to Hydrogen Valley |
13 |
(493,396) |
- |
(493,396) |
- |
|
Reclassification of restricted cash |
15 |
- |
220,822 |
- |
- |
|
Sale of property, plant and equipment |
|
- |
14,727 |
- |
6,258 |
|
Cash received from related party |
35 |
33,153 |
|
|
|
|
Purchase of property plant and equipment |
6 |
(153,468) |
- |
(7,328) |
- |
|
Cash acquired from acquisitions |
11, 13 |
8,890 |
- |
- |
- |
|
Purchase of intangible assets |
7 |
(814,544) |
(792,952) |
- |
- |
|
Sale of investment |
8 |
1,742,117 |
- |
1,742,117 |
- |
|
Interest received |
|
4,071 |
5,619 |
3,623 |
4,655 |
|
Net loans granted to subsidiary undertakings |
|
- |
- |
(1,235,910) |
(1,201,467) |
|
Net loans granted to non-group undertakings |
|
- |
(3,180) |
- |
(3,180) |
|
Net cash used in investing activities |
|
(853,177) |
(754,964) |
(1,170,894) |
(1,393,734) |
|
Cash flows from financing activities |
|
|
|
|
|
|
Net proceeds from issue of share capital |
|
1,986,000 |
4,292,097 |
1,986,000 |
4,292,097 |
|
Transaction costs of share issue |
|
(130,480) |
(57,060) |
(130,480) |
(57,060) |
|
Interest paid |
|
(4,731) |
(7,207) |
(3,570) |
(2,760) |
|
Net cash generated from financing activities |
|
1,850,789 |
4,227,830 |
1,851,950 |
4,232,277 |
|
Net increase in cash and cash equivalents |
|
819,081 |
440,304 |
551,815 |
374,597 |
|
Cash and cash equivalents at beginning of year |
|
637,822 |
200,700 |
392,147 |
17,550 |
|
Exchange gain on cash and cash equivalents |
|
(3,093) |
(3,182) |
- |
- |
|
Cash and cash equivalents at end of year |
|
1,453,810 |
637,822 |
943,962 |
392,147 |
Non-cash transactions
During the year, the Company issued 1,920,871,759 shares (2024: 10,178,810) for non-cash consideration with an aggregate value of £5,642,743 (2024: £71,669). Details of these transactions are provided in Note 21. Included within this amount were 393,557,018 shares issued to the Employee Benefit Trust ("EBT"), further details specifically relating to the EBT are provided in Note 24.
In addition, 110,000,000 share options were granted during the year as non-cash transactions (2024: 236,935,493). The total fair value of these options was £187,252 (2024: £311,772). Further details are provided in Note 24.
The Notes form part of these Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. General information
The principal activities of 80 Mile Plc, (the 'Company') and its subsidiaries (together the 'Group') are the exploration and development of precious and base metals, helium, industrial gases, and hydrocarbons. The Company also 100% owns a large biofuels refinery in southern Italy that it is working to bring back into operation for the production for biofuels and other renewable products. The Company's shares are listed on the AIM market of the London Stock Exchange and are traded on the open market of the Frankfurt Stock Exchange, as well as the OTC PINK in the US. The Company is incorporated and domiciled in England.
The registered office address is 6 Heddon Street, London W1B 4BT.
2. Summary of significant Accounting Policies
The principal Accounting Policies applied in the preparation of these Consolidated Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (UK adopted IAS) and in accordance with the requirements of the Companies Act 2006. The Consolidated Financial Statements have also been prepared under the historical cost convention, except as modified for assets and liabilities recognised at fair value on business combination.
The Financial Statements are presented in Pound Sterling rounded to the nearest pound.
The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note 4.
2.2. New and amended standards
i) New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January 2025
The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions applicable for the period ended 31 December 2025 did not result in any material changes to the financial statements of the Group or Company.
ii) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:
|
Standard |
Impact on initial application |
Effective date |
|
IFRS 9 and IFRS 7 (Amendments) |
Classification and Measurement of Financial Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
|
1 January 2026 |
|
Amendments (Various) |
Annual Improvements to IFRS Accounting Standards - Amendments to: · IFRS 1 First-time Adoption of International Financial Reporting Standards; · IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; · IFRS 9 Financial Instruments; · IFRS 10 Consolidated Financial Statements; · IAS 7 Statement of Cash flows |
1 January 2026 |
The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group's results or shareholders' funds.
2.3. Basis of Consolidation
The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries made up to 31 December 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
· The contractual arrangement with the other vote holders of the investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
a) Subsidiaries
Subsidiaries are entities over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within the parent company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises are eliminated on consolidation. Intercompany loans are treated as part of the Group's net investment in its subsidiaries and are added to the investment on consolidation. In accordance with IFRS, foreign exchange differences arising on these intercompany loans are recognised in Other Comprehensive Income.
Step acquisitions
Where the Group obtains control of an investee in which it previously held an equity interest, the transaction is accounted for as a business combination achieved in stages. On the acquisition date, the Group remeasures its previously held equity interest in the acquiree to its acquisition-date fair value and recognises any resulting gain or loss in statement of profit or loss.
The consideration transferred is measured at fair value and comprises the fair values of assets transferred, liabilities incurred to former owners of the acquiree, and equity interests issued by the Group. Acquisition-related costs are expensed as incurred and included in administrative expenses.
The identifiable assets acquired and liabilities assumed are recognised at their acquisition-date fair values, except for those items for which IFRS 3 requires a different measurement basis.
Goodwill is measured as the excess of:
· the aggregate of the consideration transferred;
· the fair value of any previously held equity interest in the acquiree; and
· the amount of any non-controlling interest in the acquiree,
over the net acquisition-date fair value of the identifiable assets acquired and liabilities assumed.
Where the fair value of the net identifiable assets acquired exceeds the aggregate of the consideration transferred, the fair value of any previously held interest, and the amount of any non-controlling interest, the resulting gain is recognised immediately in profit or loss as a bargain purchase gain. Fair value adjustments are considered to be provisional at the first reporting date after the acquisition to allow the maximum time to elapse for management to make a reliable estimate.
b) Joint Venture
A joint venture ("JV") is a joint arrangement in which the parties that share joint control have rights to the net assets of the arrangement. Joint arrangements are accounted for using the equity method of accounting and are initially recognised at cost. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The aggregate of the Group's share of profit or loss of the JV is shown on the face of the statement of profit or loss and other comprehensive income as part of operating profit and represents profit or loss after tax. The financial statements of the JV are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in the JV. At each reporting date, the Group determines whether there is objective evidence that the investment in the JV is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the JV and it's carrying value, then recognises the loss as 'Share of profit of a joint venture' in the statement of profit or loss and other comprehensive income.
c) Reimbursement of the costs of the operator of the joint arrangement
When the Group, acting as lead operator or manager of a joint arrangement, receives reimbursement of direct costs recharged to the joint arrangement, such recharges represent reimbursements of costs that the operator incurred as an agent for the joint arrangement and therefore have no effect on profit or loss. When the Group charges a management fee (based on a fixed percentage of total costs incurred for the year) to cover other general costs incurred in carrying out the activities on behalf of the joint arrangement, it is not acting as an agent. Therefore, the general overhead expenses and the management fees are recognised in the statement of profit or loss and other comprehensive income as an expense and income respectively. The amount of income does not represent revenue from contracts with customers. Instead, it represents income
from collaborative partners and hence is outside the scope of IFRS 15.
d) Associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group's investment in its associate is accounted for using the equity method.
Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of profits/losses of the associate since the acquisition date.
The statement of profit or loss reflects the Group's share of the results of operations of the associate. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its' carrying value and then recognises the profit/loss within 'Share of profit/loss of an associate' in the statement of profit or loss.
e) Non-controlling interest
The Group measures non-controlling interests ("NCI") in an acquired entity either at fair value or at the proportionate share of the acquiree's net identifiable assets, with the choice determined separately for each acquisition. For the acquisition of White Flame Energy Ltd and its' 100% owned subsidiary White Flame Energy A/S (together 'White Flame'), the Group elected to measure the NCI at its proportionate share of White Flame's net identifiable assets.
2.4. Going concern
The Consolidated Financial Statements have been prepared on a going concern basis. The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement and the Strategic Report.
As at 31 December 2025, the Group had unrestricted cash and cash equivalents of £1,219,177 (2024: £414,968).
The Directors have prepared cash flow forecasts to 31 December 2027. These forecasts take into account the Group and Parents Company's current cost and operational structure, planned exploration and evaluation expenditure, licence commitments (Note 34) and working capital requirements. These forecasts indicate that the Group and Parent Company's cash resources are not sufficient to cover the projected expenditure for the period for a period of 12 months from the date of approval of these financial statements.
These forecasts indicate that in order to meet their operational objectives and expected liabilities as they fall due, the Group will be required to raise additional funds within the next 12 months, as is common with many exploration and evaluation entities.
The Directors are confident in the Company's ability to raise additional funds as required, from existing and/or new investors, within the next 12 months.
The Company has successfully demonstrated its access to financial resources numerous times over the years, as evidenced recently by the successful completion of a cash placing in December 2025 for gross proceeds of £2 million. Together with the Company's current market position and continuing support from existing and prospective investors they remain confident in their abilities to raise sufficient capital and the Directors have a reasonable expectation that the Group and Parent Company has adequate resources to continue in operational existence for the foreseeable future.
Notwithstanding the above, these circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company's ability to continue as a going concern and, therefore, that the Group and Parent Company may be unable to realise their assets or settle their liabilities in the ordinary course of business. As a result of their review, and despite the aforementioned material uncertainty, the Directors have confidence in the Group and Parent Company's forecasts and have a reasonable expectation that the Group and Parent Company will continue in operational existence for the going concern assessment period and have therefore used the going concern basis in preparing these consolidated and Parent Company financial statements.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker ("CODM"). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
2.6. Foreign currencies
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the UK parent entity and UK subsidiary is Pound Sterling, the functional currency of the Finnish and Italian subsidiaries is Euros and the functional currency of the Greenlandic subsidiaries is Danish Krone. The Financial Statements are presented in Pounds Sterling which is the Company's functional and Group's presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities for each period end date presented are translated at the period-end closing rate;
· income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
· all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Income Statement as part of the gain or loss on sale.
2.7. Intangible assets
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non‑controlling interests in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree. Fair value adjustments are considered to be provisional at the first reporting date after the acquisition to allow the maximum time to elapse for management to make a reliable estimate.
Goodwill is not amortised however impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use, discounted to present value using a discount rate reflective of the time value of money and risks specific to the business unit. Any impairment is recognised immediately as an expense and is not subsequently reversed.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost
Exploration and evaluation assets are not subject to amortisation, as such at the year-end all intangibles held have an indefinite life but are assessed annually for impairment. The assessment is carried out by allocating exploration and evaluation assets to cash generating units ('CGU's'), which are based on specific projects or geographical areas. The CGU's are then assessed for impairment using a variety of methods including those specified in IFRS 6.
Under IFRS 6, there are four indicators of impairment:
· The period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
· Substantive expenditures on further exploration for and evaluation of mineral resources in the specific area is neither budgeted or planned;
· Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and
· Sufficient data exists to indicate, that although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.
Whenever the exploration for and evaluation of mineral resources in cash generating units does not fulfil the requirements of IFRS 6 or lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.
Exploration and evaluation assets recorded at fair-value on business combination
Exploration assets which are acquired as part of a business combination are recognised at fair value in accordance with IFRS 3. When a business combination results in the acquisition of an entity whose only significant assets are its exploration asset and/or rights to explore, the Directors consider that the fair value of the exploration assets is equal to the consideration. Any excess of the consideration over the capitalised exploration asset is attributed to the fair value of the exploration asset.
Trademarks
Trademarks and licences are recognised as intangible assets when it is probable that future economic benefits attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. They are initially measured at cost and subsequently stated at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is provided to write off the cost of finite life trademarks and licences less their estimated residual value over their expected useful economic lives on a straight-line basis at the following annual rates:
Trademarks - 5 years
Trademarks considered to have an indefinite useful life are not amortised but are tested annually for impairment and whenever there is an indication that the asset may be impaired.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates and can be measured reliably. All other expenditure is recognised in the Income Statement as incurred.
The useful lives of trademarks and licences are reviewed at least annually and adjusted if appropriate. Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An asset's carrying amount is written down immediately to its recoverable amount if the carrying amount exceeds the estimated recoverable amount. Where assets do not generate independent cash flows, they are tested for impairment as part of the cash-generating unit to which they belong.
2.8. Investments in subsidiaries and joint venture
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
Additional contributions by the Joint Venture Partner which increase the net assets in the joint venture, are recognised as 'increase in share of net assets on joint venture' in the statement of profit or loss and other comprehensive income. This is a non-cash adjustment and is to retain the Group's ownership in the Joint Venture at 49%. On 1 January 2025, the Group increased its ownership interest in the Nikkeli joint venture from 49% to 100%.
2.9. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
Buildings - 36 years
Vehicles - 8 years
Office Equipment - 4 years
Machinery and Equipment - 5 to 20 years
Software - 2 years
Assets under Construction - no depreciation is charged during construction of assets.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. If an impairment review is conducted following an indicator of impairment, assets which are not able to be assessed for impairment individually are assessed in combination with other assets within a cash generating unit.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains' in the statement of profit or loss.
2.10. Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not ready to use, and goodwill, are not subject to amortisation and are tested annually for impairment. Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.11. Financial assets
(a) Classification
The Group classifies its financial assets at amortised cost and at fair value through the profit or loss or other comprehensive income (OCI). The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(b) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade date at cost - the date on which the Group commits to purchasing or selling the asset. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised cost or 'fair value through other comprehensive income' (FVTOCI), are measured at 'fair value through profit or loss' (FVTPL).
Financial assets at FTVPL, are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. Fair value is determined by using market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.
(c) Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs") for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate (EIR). The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial asset measured at fair value through profit or loss (FVTPL).
2.12. Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost.
2.13. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14. Inventories
Inventories of finished goods are valued at the lower of cost and net realisable value. Inventory consists of raw materials and consumables within Greenswitch SRL. Net realisable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The Group reviews inventory for obsolete and slow-moving goods and any such inventory is written down to net realisable value.
2.15. Equity
Equity comprises the following:
· "Share capital" represents the nominal value of the Ordinary shares;
· "Share Premium" represents consideration less nominal value of issued shares and costs directly attributable to the issue of new shares;
· "Other reserves" represents the merger reserve, foreign currency translation reserve, reverse acquisition reserve, redemption reserve, share option reserve, EBT reserve and Treasury where;
o "Merger reserve" represents the difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange;
o "Foreign currency translation reserve" represents the translation differences arising from translating the financial statement items from functional currency to presentational currency;
o "Reverse acquisition reserve" represents a non-distributable reserve arising on the acquisition of Finland Investments Limited;
o "Capital redemption reserve" represents a non-distributable reserve made up of share capital;
o "Share option reserve" represents share options awarded by the group;
o "EBT reserve" represents shares issued to the trust and held in treasury for directors, employees, and management. These shares are recognised at fair value using Monte Carlo assessment and are subject to specified performance or service milestones being achieved;
o "Treasury" represents shares issued to the trust and held in treasury for directors, employees, and management.
· "Retained earnings" represents retained losses.
2.16. Share capital, share premium and deferred shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the Income Statement.
Deferred shares are classified as equity. Deferred shares have no rights to receive dividends, or to attend or vote at general meetings of the Company and are only entitled to a return of capital after payment to holders of new ordinary shares of £100,000 per each share held.
2.17. Share based payments
The Group operates a number of equity-settled, share-based schemes, under which the Group receives services from employees or third party suppliers as consideration for equity instruments (options, warrants and shares) of the Group. The fair value of the third party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options or shares granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions.
The fair value of the share options and warrants are determined using the Black Scholes valuation model. The fair value of the Employee Benefit Trust ("EBT") shares are determined using the Monte Carlo valuation model.
Options and warrants
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.
Shares held in trust
Non-vesting conditions and market-based performance conditions are incorporated into the estimation of the fair value of the award at the grant date. This reflects the grant date measurement principle, whereby the fair value is determined based on the terms and conditions on which the equity instruments were granted, using a model that captures market participant assumptions.
Service conditions and non-market-based performance conditions are not taken into account when measuring fair value at grant date. Instead, the Company estimates the number of awards expected to vest based on the likelihood of satisfying these conditions. This estimate is reviewed and updated at each reporting date, with a true-up to the cumulative share-based payment charge recognised in profit or loss.
When shares are granted to employees to satisfy share-based payment awards, the cost of the shares is recognised as part of share-based payment expense in accordance with IFRS 2 Share-based Payment over the vesting period of the relevant awards. Any difference between the cost of shares held by the trust and the amount recognised in share-based payment reserves is adjusted within equity. No gain or loss is recognised in profit or loss on the purchase, sale or transfer of own shares.
When the conditions are met, the delivery of shares to the beneficiaries is accounted for an equity-settled share-based payment under IFRS 2, with the corresponding expense recognised over the relevant vesting period.
2.18. Employee Benefit Trust
The Group operates an Employee Benefit Trust ("EBT") to facilitate the administration of employee share-based incentive schemes. The trust is consolidated as part of the Group's financial statements in accordance with IFRS 10 Consolidated Financial Statements as the Group has control over the trust.
Contributions made by the Group to the Employee Benefit Trust are recorded as deductions from equity until the shares are vested or transferred to employees. Shares held by the trust are treated as treasury shares and presented as a deduction from equity.
During the year, the Group issued 393,557,018 Ordinary Shares of £0.0001 each in the Company to the EBT. The EBT reserve reflects value of the shares at their fair value at the date of grant.
2.19. Taxation
Tax of £nil payable in respect of taxable income for the year ending 31 December 2025 (2024: £nil). During the year ended 31 December 2025, the Company received £nil (2024: £nil) in Research and Development ("R&D") tax credits.
Deferred tax is recognised using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.20. Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk (foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. None of these risks are hedged.
Risk management is carried out by the London based management team under policies approved by the Board of Directors.
Market risk
(a) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro, United States Dollar, Danish Krone and the British Pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.
The Group negotiates all material contracts for activities in relation to its subsidiaries in either British Pounds, Euros, United States Dollar or Danish Krone. The Group does not hedge against the risks of fluctuations in exchange rates. The volume of transactions is not deemed sufficient to enter into forward contracts as most of the foreign exchange movements result from the retranslation of intercompany loans. The Group has sensitised the figures for fluctuations in foreign exchange rates, as the Directors acknowledge that, at the present time, the foreign exchange retranslations have resulted in rather higher than normal fluctuations which are separately disclosed and is predominantly due to the exceptional nature of the Euro exchange rate in the last two years in the current economic climate. Further detail is in note 3.3.
(b) Price risk
The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.
During the year ended 31 December 2025, the Group had exposure to equity securities price risk, as it held listed equity investments.
Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables. The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.
Liquidity risk
In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.
With exception to deferred taxation, deferred consideration and the deferred income (see Note 18, 19 and 20), financial liabilities are all due within one year.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.
At 31 December 2025 the Group had borrowings of £nil (31 December 2024: £nil) and defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.
Given the Group's level of debt versus its cash at bank and cash equivalents, the gearing ratio is immaterial.
3.3. Sensitivity analysis
On the assumption that all other variables were held constant, and in respect of the Group and the Company's expenses the potential impact of a 10% increase/decrease in the UK Sterling:Euro and UK Sterling:DKK Foreign exchange rates on the Group's loss for the period and on equity is as follows:
|
Potential impact on Euro expenses |
Loss before tax for the year ended 31 December 2025 |
Equity before tax for the year ended 31 December 2025 |
||
|
|
Group |
Company |
Group |
Company |
|
Increase/(decrease) in foreign exchange rate |
£ |
£ |
£ |
£ |
|
10% |
(33,405,008) |
(36,574,517) |
9,746,772 |
12,830,828 |
|
-10% |
(32,933,648) |
(36,574,517) |
9,702,610 |
12,830,828 |
|
|
|
|
||
|
Potential impact on DKK expenses |
Loss before tax for the year ended 31 December 2025 |
Equity before tax for the year ended 31 December 2024 |
||
|
|
Group |
Company |
Group |
Company |
|
Increase/(decrease) in foreign exchange rate |
£ |
£ |
£ |
£ |
|
10% |
(35,813,008) |
(36,574,517) |
10,549,949 |
12,830,828 |
|
-10% |
(30,525,648) |
(36,574,517) |
8,899,433 |
12,830,828 |
On the assumption that all other variables remain constant, the potential impact of a 10% increase/decrease in the discount rate used to discount the deferred consideration to its present value is as follows:
|
Potential impact on deferred consideration |
(Loss)/profit before tax for the year ended 31 December 2025 |
Payables for the year ended 31 December 2025 |
|
|
Group |
Group |
|
Increase/(decrease) in foreign exchange rate |
£ |
£ |
|
10% |
17,220 |
2,230,825 |
|
-10% |
(17,432) |
2,265,478 |
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with UK adopted IAS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the period. Actual results may vary from the estimates used to produce these Financial Statements.
Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Items subject to such estimates and assumptions, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial years, include but are not limited to:
Impairment of intangible assets - exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2025 of £8,072,426 (2024: £25,587,568). Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only amortised once extraction of the resource commences. Management tests for impairment annually whether exploration projects have future economic value in accordance with the accounting policy stated in note 2.7. Each exploration project is subject to a periodic review by either a consultant or senior company geologist to determine if the exploration results returned during the period warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target, results indicate there is no additional upside a decision will be made to discontinue exploration or impairment indicators under IFRS 6 are identified, an impairment charge will then be recognised in the Income Statement.
During the year ended 31 December 2025, management assessed whether there were any indicators of impairment for the Company's exploration and evaluation assets in accordance with IFRS 6. Based on this assessment, impairment charges were recognised in respect of the Dundas Project (£25,319,093) and Hammaslahti and Outokumpu licences (£1,864,194). The indicators of impairment are discussed in further detail in Note 7.
The significant impairment recognised in relation to Dundas was primarily driven by the absence of budgeted exploration expenditure for the project in 2026. This reflects the Company's strategic decision to prioritise investment in other key assets following the acquisitions of White Flame Energy, Hydrogen Valley and Greenswitch. In parallel, the Company is evaluating strategic partnership opportunities to advance the Dundas Project, rather than funding exploration activities directly. Under IFRS 6, the absence of planned substantive expenditure is considered an indicator of impairment. Therefore, the impairment to the Dundas project was a key judgement made by management as although no expenditure is currently budgeted, the Company continues to regard the project as strategically valuable. Accordingly, while the asset has been written down for accounting purposes to reflect the identified impairment indicators, management believes that the project continues to have the potential to generate significant value under the appropriate market conditions and with a suitably qualified partner.
Useful economic lives of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets, taking into account that the assets are not used throughout the whole year due to the seasonality of the licence locations. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on economic utilisation and the physical condition of the assets. See note 6 for the carrying amount of the property plant and equipment and note 2.9 for the useful economic lives for each class of assets.
Impairment of Investments in Subsidiaries, and Receivables from related parties - Company Only
The Company's net investment in its subsidiaries is £11,007,891 as at 31 December 2025 (2024: £38,984,436) the recoverability of the investment in subsidiaries is ultimately dependant on the value of the underlying assets, mainly comprising exploration and evaluation assets.
In preparing the parent company financial statements, the Directors apply their judgement to decide if any or all of the Company's investments (including capital contributions) in its subsidiaries should be impaired. In undertaking their review, the Directors consider the outcome of their impairment assessment in accordance with IAS 36. The Company assesses, at each reporting date, whether there is an indication that an investment may be impaired. If any indication exists, or when annual impairment testing for an investment is required, the Company estimates the investment's recoverable amount. Recoverable amount is the higher of an investment or cash-generating unit's (CGU) fair valueless costs to sell and its value in use. Recoverable amount is determined for an individual investment, unless the investment does not generate cash inflows that are largely independent of those from other investment or Groups of investments. When the carrying amount of an investment or CGU exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount.
During the year ended 31 December 2025, the Company acquired interests in Nikkeli, White Flame Energy and Hydrogen Valley resulting in an increase in its investment in subsidiaries. Notwithstanding these acquisitions, the overall carrying value of investments decreased during the period due to impairments recognised in respect of loans with Dundas and FinnAust Mining Finland (Note 35). Management made the assessment during the year that the Dundas and Finland exploration assets should be impaired (Note 7) and these impairments gave rise to indicators of impairment in respect of the Company's loans to those subsidiary entities.
The Directors performed an impairment assessment of the loans by considering the recoverable amount of the underlying subsidiaries, taking into account the impairment of their exploration and evaluation assets and the resulting reduction in their net asset values. As a result, the carrying value of the loans was reduced to their estimated recoverable amounts.
The impairment recognised represents a provision against the current carrying value of the loans based on conditions existing at the reporting date. Should the underlying projects progress successfully or other indicators of recoverability arise in future periods, the impairment may be reversed.
Business Combination Verus Asset Acquisition
Management exercises significant judgement in determining whether an acquired set of activities and assets constitutes a business, as defined in IFRS 3 Business Combinations, or whether the transaction should be accounted for as an asset acquisition. In making this assessment, management considers whether the acquired assets includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The assessment includes consideration of the nature of the acquired assets, the existence of an organised workforce, operating processes, intellectual property, customer relationships, contracts and other activities capable of generating economic benefits. Management also considers the optional concentration test under IFRS 3, whereby a transaction may be treated as an asset acquisition if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The accounting treatment of an acquisition depends on this determination. Transactions accounted for as business combinations require the recognition of identifiable assets acquired and liabilities assumed at fair value, with any excess consideration recognised as goodwill or a bargain purchase gain. Transactions accounted for as asset acquisitions result in the cost of acquisition being allocated to the individual identifiable assets and liabilities acquired based on their relative fair values, with no goodwill recognised. Accordingly, the assessment of whether an acquisition constitutes a business combination or an asset acquisition has a significant impact on the Group's financial statements.
During the year, the Group completed three acquisitions. Management assessed each transaction to determine whether the acquired set met the definition of a business under IFRS 3.
Management concluded that the acquisition of:
· Nikkeli Project Company Limited (and its wholly owned subsidiary Nikkeli Greenland A/S) was accounted for as an asset acquisition. Management determined that the acquired entities did not include any substantive processes and therefore did not meet the definition of a business under IFRS 3 Business Combinations. Management also applied the optional concentration test permitted by IFRS 3 and concluded that substantially all of the fair value of the gross assets acquired was concentrated in the exploration and evaluation assets acquired. Accordingly, the acquisition was accounted for as an asset acquisition.
· White Flame Energy Ltd (and its wholly owned subsidiary White Flame Energy A/S) was also accounted for as an asset acquisition. Consistent with the assessment performed for the acquisition of Nikkeli, management concluded that the acquired set did not include any substantive processes and that substantially all of the fair value of the gross assets acquired was concentrated in exploration and evaluation assets. Accordingly, the acquisition did not meet the definition of a business under IFRS 3 and was accounted for as an asset acquisition.
· Hydrogen Valley Ltd (and its wholly owned subsidiary Greenswitch SRL) was accounted for as a business combination as the Company acquired a set of activities and assets that had inputs and substantive processes that together have the capability to produce outputs. Although Greenswitch is in the pre-revenue stage, it has the capability to produce outputs in the form of future commercial resource extraction. Accordingly, the acquisition met the definition of a business under IFRS 3 and was accounted for as a business combination.
Business Combination
Following the acquisition of Hydrogen Valley Ltd ("Hydrogen Valley") and its wholly owned subsidiary Greenswitch SRL ("Greenswitch") on 27 October 2025, management performed a purchase price allocation ("PPA") exercise in accordance with IFRS 3 Business Combinations to determine the acquisition-date fair values of the identifiable assets acquired and liabilities assumed.
Management reviewed the acquiree's balance sheet and concluded that the only significant asset requiring detailed valuation was the plant within property, plant and equipment. The remaining assets and liabilities, comprising primarily cash, inventory, trade and other receivables, deferred consideration, and trade and other payables, were considered to approximate their acquisition-date fair values due to their nature due to the nature of the assets and liabilities acquired. The deferred consideration (Note 19) and government grant (Note 20) had already been measured at present value and therefore represented their fair values at the acquisition date.
Management assessed the fair value of the plant using both a discounted cash flow ("DCF") model and, as there was no active market for the plant at acquisition date, the replacement cost valuation was considered. The DCF indicated a value in excess of carrying value; however, the valuation relied on significant assumptions regarding future production, revenues and cash flows that were not sufficiently supportable at the acquisition date, given the plant remained in a pre-commercial stage. Therefore there was inherent uncertainty around the future production volumes and timing, and future revenue and profitability of the plant. Management also considered a replacement cost valuation based on an external report, which indicated a value for the plant above carrying value. However, this assessment was not supported by sufficient observable evidence, including the acquisition consideration paid and the plants current operational status, having not been operational for an extended period prior to acquisition.
In the absence of sufficient support for the fair value uplifts indicated by either valuation approach, management concluded that the carrying values of the identifiable assets and liabilities represented the most reliable measure of their acquisition-date fair values. Accordingly, no fair value uplift was recognised as part of the PPA.
As the consideration transferred exceeded the fair value of the identifiable net liabilities acquired, goodwill of £2,096,639 was recognised on acquisition. Following management's assessment, this goodwill was immediately impaired, as there was insufficient evidence at the acquisition date to support the recognition of future economic benefits beyond those reflected in the identifiable net assets acquired given the plant remained in a pre-commercial stage and binding customer contracts had not yet been secured.
Deferred consideration
As at 31 December 2025, £2,248,045 in respect of the deferred consideration owed to Greendome Holdings Inc ("Greendome" or the "vendor"), the original vendor of Greenswitch SRL, on the acquisition of Hydrogen Valley.
Under the terms of the acquisition agreement, the Company issued 220,000,000 new ordinary shares to the vendor and assumed additional deferred consideration obligations. The deferred consideration will only become payable if the market value of the shares issued as consideration does not triple by 30 June 2026. Should the condition be met, no further consideration will be payable. If the condition is not met, deferred consideration of €3,000,000 will become payable to the vendor (see Note 19).
The deferred consideration arrangement was assessed in accordance with IFRS 9 and recognised as a financial liability measured at fair value. Management exercised judgement in assessing the probability that the Company's share price would increase threefold by 30 June 2026. If it did not, this would result in the deferred consideration becoming payable. Management concluded that this outcome was probable and that a future outflow of economic resources was therefore expected. Consequently, the deferred consideration was recognised as a financial liability and measured at fair value at the reporting date.
In determining the fair value of the liability at the reporting date, management applied judgement in assessing the expected settlement amount and timing of future payments. The liability was discounted using a rate of 4.4%, based on UK gilt yields corresponding to the expected settlement dates.
The valuation is sensitive to changes in the assumptions used, including the probability of the payment obligation arising, the expected timing of settlement and the discount rate applied.
Control of Hydrogen Valley
A key assumption in preparing the financial statements was the date on which control of Hydrogen Valley was obtained. Under IFRS 10, control exists when an investor has (i) power over the investee, (ii) exposure or rights to variable returns from its involvement with the investee, and (iii) the ability to use its power to affect those returns.
Management assessed that control of Hydrogen Valley was obtained on 27 October 2025. This assessment was primarily based on the appointment of Roderick McIllree and Troy Whittaker to the board of directors, which provided the Group with the power over Hydrogen Valley and the ability to direct the company's activities. From this date, Roderick McIllree and Troy Whittaker participated in and approved key operational and strategic decisions as well as the overall direction of the business.
Through its board representation and decision-making authority, the Company was able to use its power to influence the returns generated by was exposed to variable returns of Hydrogen Valley and, indirectly, Greenswitch. This included the potential exposure to future profits, dividends, and other economic benefits arising from the performance and growth of the business, as well as downside risks associated with underperformance. Accordingly, management concluded that the criteria for control under IFRS 10 were met from 27 October 2025.
Significant Influence over Investee
During the year ended 31 December 2025, the Group increased its ownership interest in Hydrogen Valley through a series of acquisitions. Following the acquisition of an initial 5% interest in 2024, the Group increased its holding to 24% and subsequently to 49% in January and July 2025, respectively. Throughout the period during which the Group held more than 20%, and prior to obtaining control, management concluded that the Group had obtained significant influence over Hydrogen Valley in accordance with IAS 28 Investments in Associates and Joint Ventures.
On 27 October 2025, the Group acquired the remaining equity interests in Hydrogen Valley, increasing its ownership interest to 100% and obtaining control (see above 'Control of Hydrogen Valley'). From that date, Hydrogen Valley was classified as a subsidiary and consolidated in accordance with IFRS 10 Consolidated Financial Statements. Consequently, the investment was accounted for as an associate only for the period from 13 January 2025 until 27 October 2025.
Management's assessment of significant influence was based on the Group's ownership interest exceeding the 20% threshold that gives rise to a rebuttable presumption of significant influence under IAS 28, together with an evaluation of the relevant facts and circumstances surrounding the investment. Based on this assessment, management concluded that the Group had the ability to participate in the financial and operating policy decisions of Hydrogen Valley but did not have control or joint control over the entity.
Immediately prior to obtaining control, the carrying amount of the Group's investment in Hydrogen Valley was £2,884,147 million. During the period in which the investment was accounted for as an associate, the Group recognised its share of the associate's profit of £211,078.
Share based payment transactions
Options and Warrants
The Group has made awards of options and warrants over its unissued share capital to certain Directors, employees and consultants as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and suppliers for various services received. In the year ended 31 December 2025, 110,000,000 share options and warrants were issued to Directors, employees and consultants (2024: 236,935,493). As at year end, 13,557,018 shares had not been conditionally awarded to a beneficiary.
The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 24.
Employee Benefit Trust
During the year, the Group established an Employee Benefit Trust ("EBT" or "Trust") for the benefit of Directors, employees and consultants. Under the terms of the scheme, 380,000,000 shares were conditionally awarded, subject to the achievement of specified performance conditions, including market capitalisation milestones (see Note 24).
The fair value of the awards granted under the EBT was determined in accordance with IFRS 2 Share-based Payment using a Monte Carlo valuation model. The valuation of awards containing market-based performance conditions requires management to apply significant estimates and assumptions, including expected share price volatility, risk-free interest rates, expected dividend yields and the expected term of the awards.
The determination of these assumptions involves estimation uncertainty and may impact the fair value attributed to the awards and the resulting share-based payment expense recognised in the financial statements. Further details of the valuation methodology and key assumptions are disclosed in Note 24.
Control of Employee Benefit Trust
A key assumption in preparing the financial statements was whether control of the EBT was obtained. Under IFRS 10, control exists when an investor has (i) power over the investee, (ii) exposure or rights to variable returns from its involvement with the investee, and (iii) the ability to use its power to affect those returns. In assessing the EBT against these criteria, management concluded that the Company has control of the EBT for the following reasons.
The Company is considered to have power over the trust as it has the practical ability to direct the relevant activities, such as by determining the Trusts' purpose and framework as well as designing the employee incentive arrangements of which the Trust supports. Further, the Company can use its power to influence the Trust's activities that affect the EBT's returns by making decisions regarding which directors (or employees) participate in the scheme, the number of awards granted and the timing of vesting; which ultimately influences the share-based payment expense to be recognised in the Income Statement. As such, the Company's power over the Trust is closely linked to its exposure to variable returns. Further, the Company established the trust with the intention that it would acquire and hold shares in the Company. The assets of the trust consist primarily of shares in the Company, meaning that the value of the EBT's assets are directly linked to the Company's share price. As a result, the economic outcomes of the EBT are directly linked to the performance of the Company.
Based on the above assessment, although the EBT is a separate legal entity, management concluded that the Company controls the EBT in accordance with IFRS 10 and is consolidated within the Group's financial statements.
5. Segment information
Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the year, the Group had interests in four geographical segments: the United Kingdom, Greenland, Italy and Finland. Activities in the UK are mainly administrative in nature whilst the activities in Greenland, and Finland relate to exploration and evaluation work. Activities in Italy relates to renewable fuel and energy operations.
The Group had no turnover during the year (2024: Nil).
|
2025 |
|
Greenland £ |
Finland £ |
Italy £ |
UK £ |
Total £ |
|
Revenue |
|
- |
- |
- |
- |
- |
|
Cost of sales |
|
(2,710) |
- |
|
- |
(2,710) |
|
Administrative expenses |
|
(757,486) |
(31,489) |
(404,700) |
(1,928,997) |
(3,122,672) |
|
Impairment of intangible assets |
|
(25,319,093) |
(1,864,194) |
- |
- |
(27,183,287) |
|
Impairment of property, plant and equipment |
|
(478,640) |
- |
- |
- |
(478,640) |
|
Share of profit from associate |
|
- |
- |
- |
211,078 |
211,078 |
|
Other net (losses)/gains |
|
271,342 |
- |
26,243 |
(3,219,585) |
(2,922,000) |
|
Operations expenditure |
|
|
|
(41,411) |
|
(41,411) |
|
Foreign exchange |
|
(547) |
- |
831 |
(39,389) |
(39,105) |
|
Finance expense |
|
272 |
(232) |
(756) |
(17,041) |
(17,757) |
|
Other income |
|
- |
- |
- |
468,272 |
468,272 |
|
Loss before tax per reportable segment |
|
(26,286,862) |
(1,895,915) |
(419,793) |
(4,525,662) |
(33,128,232) |
|
Additions to intangible asset |
|
672,522 |
142,022 |
- |
- |
814,544 |
|
Reportable segment assets |
|
8,865,777 |
41,678 |
5,472,695 |
2,384,982 |
16,765,132 |
|
2024 |
|
Greenland £ |
Finland £ |
Italy £ |
UK £ |
Total £ |
|
Revenue |
|
- |
- |
- |
- |
- |
|
Cost of sales |
|
(35,887) |
- |
- |
- |
(35,887) |
|
Administrative expenses |
|
(500,389) |
(73,258) |
- |
(1,688,738) |
(2,262,385) |
|
Impairment of intangible assets |
|
- |
(4,573,111) |
- |
(328,947) |
(4,902,058) |
|
Share of losses from joint venture |
|
(18,114) |
- |
- |
- |
(18,114) |
|
Decrease in share of net asset |
|
(198,694) |
- |
- |
- |
(198,694) |
|
Valuation losses on fair value through profit and loss equity investments |
|
- |
- |
- |
(1,390,625) |
(1,390,625) |
|
Other net gains/(losses) |
|
624 |
8,469 |
- |
(877,556) |
(868,463) |
|
Foreign exchange |
|
- |
- |
- |
(369) |
(369) |
|
Finance expense |
|
985 |
(4,543) |
- |
1,895 |
(1,663) |
|
Other income |
|
75,424 |
41,420 |
- |
- |
116,844 |
|
Loss before tax per reportable segment |
|
(676,051) |
(4,601,023) |
- |
(4,284,340) |
(9,561,414) |
|
Additions to intangible asset |
|
492,558 |
300,394 |
- |
- |
792,952 |
|
Reportable segment assets |
|
29,816,111 |
1,690,225 |
- |
2,647,614 |
34,153,950 |
6. Property, plant and equipment
|
Group
|
Software £ |
Machinery & equipment £ |
Office equipment £ |
Land & buildings £ |
Vehicles £ |
Assets under construction £ |
Total £ |
|
Cost |
|
|
|
|
|
|
|
|
As at 1 January 2024 |
17,415 |
3,381,152 |
49,711 |
- |
- |
- |
3,448,278 |
|
Exchange Differences |
- |
(128,968) |
(244) |
- |
- |
- |
(129,212) |
|
Disposals |
- |
(89,246) |
(31,983) |
- |
- |
- |
(121,229) |
|
As at 31 December 2024 |
17,415 |
3,162,938 |
17,484 |
- |
- |
- |
3,197,837 |
|
As at 1 January 2025 |
17,415 |
3,162,938 |
17,484 |
- |
- |
- |
3,197,837 |
|
Acquired through business combinations and asset acquisitions |
- |
5,258,774 |
504 |
554,275 |
11,591 |
1,437,548 |
7,262,692 |
|
Reclassification to Asset Held for Sale (Note 17) |
- |
(2,622,200) |
- |
- |
- |
- |
(2,622,200) |
|
Additions |
- |
2,923 |
7,328 |
- |
- |
143,217 |
153,468 |
|
Disposals |
- |
(139,556) |
(6,109) |
- |
- |
- |
(145,665) |
|
Exchange Differences |
- |
134,780 |
49 |
(266) |
(6) |
- |
134,557 |
|
As at 31 December 2025 |
17,415 |
5,797,659 |
19,256 |
554,009 |
11,585 |
1,580,765 |
7,980,689 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
As at 1 January 2024 |
15,434 |
1,978,234 |
29,284 |
- |
- |
- |
2,022,952 |
|
Charge for the year |
1,981 |
302,685 |
8,162 |
- |
- |
- |
312,828 |
|
Disposals |
- |
(89,246) |
(23,222) |
- |
- |
- |
(112,468) |
|
Exchange differences |
- |
(77,410) |
- |
- |
- |
- |
(77,410) |
|
As at 31 December 2024 |
17,415 |
2,114,263 |
14,224 |
- |
- |
- |
2,145,902 |
|
As at 1 January 2025 |
17,415 |
2,114,263 |
14,224 |
- |
- |
- |
2,145,902 |
|
Acquired through business combinations and asset acquisitions |
- |
2,541,824 |
505 |
97,587 |
6,693 |
- |
2,646,609 |
|
Charge for the year |
- |
215,897 |
2,365 |
2,072 |
253 |
- |
220,587 |
|
Impairments |
- |
478,640 |
- |
- |
- |
- |
478,640 |
|
Disposals |
- |
(139,556) |
(5,769) |
- |
- |
- |
(145,325) |
|
Reclassification to Asset Held for Sale (Note 17) |
- |
(2,250,590) |
- |
- |
- |
- |
(2,250,590) |
|
Exchange differences |
- |
90,036 |
21 |
(47) |
(1) |
- |
90,009 |
|
As at 31 December 2025 |
17,415 |
3,050,514 |
11,346 |
99,612 |
6,945 |
- |
3,185,832 |
|
Net book value as at 31 December 2024 |
- |
1,048,675 |
3,260 |
- |
- |
- |
1,051,935 |
|
Net book value as at 31 December 2025 |
- |
2,747,145 |
7,910 |
454,397 |
4,640 |
1,580,765 |
4,794,857 |
Depreciation expense of £220,587 (31 December 2024: £312,828) for the Group has been charged in administration expenses. Assets with a net book value of £371,610 were reclassified as Asset Held for Sale during the year (Note 17).
|
Company
|
Software £ |
Office equipment £ |
Total £ |
|
Cost |
|
|
|
|
As at 1 January 2024 |
17,415 |
44,232 |
61,647 |
|
Disposals |
- |
(27,305) |
(27,305) |
|
As at 31 December 2024 |
17,415 |
16,927 |
34,342 |
|
As at 1 January 2025 |
17,415 |
16,927 |
34,342 |
|
Additions |
- |
7,328 |
7,328 |
|
Disposals |
- |
(6,108) |
(6,108) |
|
As at 31 December 2025 |
17,415 |
18,147 |
35,562 |
|
|
|
|
|
|
Depreciation |
|
|
|
|
As at 1 January 2024 |
15,434 |
24,112 |
39,546 |
|
Charge for the year |
1,981 |
8,208 |
10,189 |
|
Disposals |
- |
(18,544) |
(18,544) |
|
As at 31 December 2024 |
17,415 |
13,776 |
31,191 |
|
As at 1 January 2025 |
17,415 |
13,776 |
31,191 |
|
Charge for the year |
- |
2,230 |
2,230 |
|
Disposals |
- |
(5,769) |
(5,769) |
|
As at 31 December 2025 |
17,415 |
10,237 |
27,652 |
|
Net book value as at 31 December 2024 |
- |
3,151 |
3,151 |
|
Net book value as at 31 December 2025 |
- |
7,910 |
7,910 |
Depreciation expense of £2,230 (31 December 2024: £10,189) for the Company has been charged in administration expenses.
7. Intangible assets
Intangible assets comprise exploration and evaluation costs, trademarks and licences and other intangibles. Once the pre-production phase has been entered into, the exploration and evaluation assets will cease to be capitalised and commence amortisation.
|
Group
|
Exploration & evaluation assets £ |
Trademarks and licences £ |
Other intangibles £ |
Total £ |
|
Cost |
|
|
|
|
|
As at 1 January 2024 |
40,768,566 |
- |
- |
40,768,566 |
|
Additions |
792,952 |
- |
- |
792,952 |
|
Reclassification of restricted cash (Note 15) |
(222,854) |
- |
- |
(222,854) |
|
Movement in restricted cash (reclassified) (Note 15) |
2,032 |
- |
- |
2,032 |
|
Exchange rate movements |
(1,319,840) |
- |
- |
(1,319,840) |
|
As at 31 December 2024 |
40,020,856 |
- |
- |
40,020,856 |
|
As at 1 January 2025 |
40,020,856 |
- |
- |
40,020,856 |
|
Acquired through business combinations and asset acquisitions |
7,264,743 |
12,014 |
51,580 |
7,328,337 |
|
Additions |
814,544 |
- |
- |
814,544 |
|
Disposals (1) |
(145,848) |
- |
- |
(145,848) |
|
Exchange differences |
1,734,706 |
(6) |
(25) |
1,734,686 |
|
As at 31 December 2025 |
49,689,001 |
12,008 |
51,555 |
49,752,564 |
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
As at 1 January 2024 and 2025 |
- |
- |
- |
- |
|
Charge for the year |
- |
214 |
1,673 |
1,887 |
|
Accumulated amortisation acquired through business combinations |
- |
8,907 |
10,327 |
19,234 |
|
Exchange differences |
- |
(4) |
(4) |
(8) |
|
As at 31 December 2025 |
- |
9,117 |
11,996 |
21,113 |
|
|
|
|
|
|
|
Provision for Impairment |
|
|
|
|
|
As at 1 January 2024 |
9,531,230 |
- |
- |
9,531,230 |
|
Impairment |
4,902,058 |
- |
- |
4,902,058 |
|
As at 31 December 2024 |
14,433,288 |
- |
- |
14,433,288 |
|
As at 1 January 2025 |
14,433,288 |
- |
- |
14,433,288 |
|
Impairment |
27,183,287 |
- |
- |
27,183,287 |
|
As at 31 December 2025 |
41,616,575 |
- |
- |
41,616,575 |
|
Net book value as at 31 December 2024 |
25,587,568 |
- |
- |
25,587,568 |
|
Net book value as at 31 December 2025 |
8,072,426 |
2,891 |
39,559 |
8,114,876 |
(1) During the year ended 31 December 2025, the Group disposed of its Kangerluarsuk Project in exchange for 392,939 shares in Amaroq Minerals Ltd, valued at US$500,000 (£370,552). Prior to the disposal, the carrying value of the Kangerluarsuk Project was £145,848, resulting in a gain on disposal of £224,704. This gain has been recognised within 'Other gains /(losses)' in the Income Statement.
Amortisation expense of £1,887 (31 December 2024: £nil) for the Group has been charged in administration expenses.
Exploration projects in Finland are at an early stage of development and there are no JORC (Joint Ore Reserves Committee) or non-JORC compliant resource estimates available to enable value in use calculations to be prepared.
The Nikkeli Project, located in the Disko-Nuussuaq region of West Greenland, is an early-stage nickel-copper-PGE exploration project with significant prospectivity. The broader Disko-Nuussuaq province is recognised for its potential to host high-grade nickel sulphide deposits. The project remains at an early stage of development and there are currently no JORC or non-JORC compliant resource estimates available.
The Dundas Project, located on Greenland's northwest coast, is recognised by independent bodies as the world's highest-grade ilmenite project and the second-largest titanium occurrence globally after Russia. The area hosts high-purity ilmenite, the primary mineral for titanium. Dundas has a JORC-compliant Mineral Resource of 117 million tonnes at 6.1% ilmenite, with further upside highlighted by a late-2024 maiden exploration target of up to 540 million tonnes of additional ilmenite-bearing material. A recent survey by the Geological Survey of Denmark and Greenland further supports the prospectivity of the area with an estimate of up to 17 billion tonnes (non-JORC) of pure ilmenite within the broader province.
The White Flame Energy assets comprise the Jameson Land Basin hydrocarbon exploration licences in East Greenland. The basin is considered one of the largest undrilled conventional oil opportunities remaining in the Western world. An independent assessment by Sproule ERCE estimates prospective recoverable resources of up to 13 billion barrels of oil (P10 / 3U case) across multiple prospects. The project is at the exploration stage, with two deep exploration wells of approximately 3,500 metres each planned for the second half of 2026. As with other early-stage exploration assets, there are currently no proved or probable reserves.
The Directors therefore undertook an assessment of the following areas and circumstances that could indicate the existence of impairment:
· The Group's right to explore in an area has expired, or will expire in the near future without renewal;
· No further exploration or evaluation is planned or budgeted for;
· A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; or
· Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
2025
Following their assessment in accordance with IFRS 6, the Directors concluded that it was appropriate to recognise an impairment charge of £25,319,093 in respect of the Dundas Project for the year ended 31 December 2025.
The significant impairment recognised in relation to Dundas was primarily driven by the absence of budgeted exploration expenditure for the project in 2026. This reflects the Company's strategic decision to prioritise investment in other key assets following the acquisitions of White Flame Energy, Hydrogen Valley and Greenswitch. In parallel, the Company is evaluating strategic partnership opportunities to advance the Dundas Project, rather than funding exploration activities directly. Under IFRS 6, the absence of planned substantive expenditure is considered an indicator of impairment. Therefore, the significant impairment to the Dundas project was a key judgement made by management as although no expenditure is currently budgeted, the Company continues to regard the project as strategically valuable. Accordingly, while the asset has been written down for accounting purposes to reflect the identified impairment indicators, management believes that the project continues to have the potential to generate significant value under the appropriate market conditions and with a suitably qualified partner.
The Directors emphasise that this impairment does not arise from a decision to discontinue exploration and evaluation activities in the area, nor from evidence that commercially recoverable reserves are not present. Rather, the impairment has been recognised because the Company has not included expenditure for the Dundas Project in its approved budget for the 12 months following the date of approval of these financial statements, which constitutes an indicator of impairment under IFRS 6.
Notwithstanding the impairment recognised, the Company continues to regard the Dundas Project as strategically valuable and intends to advance exploration activities, followed by further exploration activities and technical studies, with a view to positioning the project for potential future revaluation should market conditions improve. However, based on the assessment performed, the Directors determined that indicators of impairment existed at 31 December 2025 and, accordingly, a 100% impairment of the carrying value of the Dundas Project has been recognised at that date.
Following their assessment, the Directors also concluded that an impairment charge of £1,864,194 was required in relation to the Hammaslahti and Outokumpu licences (FinnAust Mining Finland Oy) to represent the impairment necessary to bring the carrying value down to the net recoverable amount, £nil. The recoverable amount is considered to be £nil as the proposed sale of FinnAust did not complete during 2025 and there is no planned development in the short term given the Group's focus on the new assets.
These impairment charges totalling £27,183,287 for the year ending 31 December 2025, were recognised in the Consolidated Income Statement as the difference between the fair value of the intangibles and their carrying amounts.
2024
Following their assessment, the Directors concluded that an impairment charge of £328,957 relating to additions occurred during 2024 was prudent in relation to the Disko exploration assets, Thunderstone and Kangerluarsuk.
Additionally, following the relinquishment of the Enonkoski licence (FinnAust Mining Finland Oy) during the year, the Directors determined that an impairment charge of £442,957 was necessary for the year ended 31 December 2024. Furthermore, the Directors determined that an impairment charge of £4,130,144 was required in relation to the Hammaslahti and Outokumpu licences (FinnAust Mining Finland Oy) to represent the impairment necessary to bring the carrying value down to the net recoverable amount.
These impairment charges totalling £4,902,058 for the year ending 31 December 2024, were recognised in the Consolidated Income Statement as the difference between the fair value of the intangibles and their carrying amounts.
8. Fair Value Through Profit And Loss Investments
Fair Value Through Profit And Loss Equity Investments
During the year ended 31 December 2023, 80 Mile received shares 62,500,000 new Ordinary Shares in Metals One Plc ("Metals One") following its admission to AIM. As at 31 December 2024, these Metal One Shares were held at fair value, £265,625.
In March 2025, in Metals One Plc completed a 10-for-1 share consolidation meaning the Company then held 6,250,000 common shares in Metals One.
During the year ended 31 December 2025, 80 Mile disposed of their entire Metals One shareholding, realising a gain on disposal of £1,476,492.
During the year ended 31 December 2025, 80 Mile received shares 392,939 new Ordinary Shares in Amaroq Ltd ("Amaroq") in consideration for the sale of Disko's Kangerluarsuk Project for USD 500,000 (£370,552). The shares were subsequently sold for net proceeds of £377,290, realising a gain on disposal of £8,706, with the cash received subsequent to the year end.
|
|
£ |
|
1 January 2024 |
1,656,250 |
|
Change in fair value recognised in profit and loss |
(1,390,625) |
|
31 December 2024 |
265,625 |
|
1 January 2025 |
265,625 |
|
Additions at cost |
370,552 |
|
Foreign exchange on cost |
(72) |
|
Gross proceeds from Available for Sale Investments - cash received |
(1,742,117) |
|
Gross proceeds from Available for Sale Investments - cash receivable (1) |
(379,186) |
|
Change in fair value recognised in profit and loss (Note 28) - Realised |
1,485,198 |
|
31 December 2025 |
- |
(1) Whilst sold in December 2025, proceeds from the sale of the Amaroq shares were received in January 2026 and the net proceeds (proceeds after commission) of £377,290 were recognised within 'Trade and other receivables' as at 31 December 2025 (Note 14). Prior to their disposal, the Amaroq shares were a Level 1 financial instrument.
Fair value through profit and loss equity investments include the following:
|
|
31 December 2025 £ |
31 December 2024 £ |
|
Quoted: Equity securities - United Kingdom |
- |
265,625 |
The fair value of quoted securities is based on published market prices of £0.00425 as at 31 December 2024. There were no shares in Metals One or Amaroq held as at 31 December 2025.
All assets and liabilities for which fair value is measured are categorised within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other assets and liabilities for which the fair value was used:
· level 1: quoted prices in active markets for identical assets or liabilities;
· level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
· level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following tables set forth, by level, equity investments measured at fair value on a recurring basis as 31 December:
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) £ |
Significant Other Observable Inputs (Level 2) £ |
Significant Unobservable Inputs (Level 3) £ |
|
Equity securities: |
|
|
|
|
31 December 2024 |
265,625 |
- |
- |
|
31 December 2025 |
- |
- |
- |
9. Investments in subsidiary undertakings
|
|
Company |
|
|
|
31 December 2025 £ |
31 December 2024 £ |
|
Shares in Group Undertakings |
|
|
|
At beginning of period |
558,342 |
558,342 |
|
Acquisition of White Flame Energy (Note 11) |
2,657,818 |
- |
|
Acquisition of Hydrogen Valley Ltd (Note 13) |
68,000 |
- |
|
At end of period - Shares in Group Undertakings |
3,284,160 |
558,342 |
|
Loans to Group undertakings (Note 35) |
|
|
|
At beginning of period - Cost |
43,704,750 |
42,000,536 |
|
Granted |
1,235,910 |
1,201,467 |
|
Loans issued to White Flame - pre-acquisition (Note 12, 35) |
3,180 |
- |
|
Loans issued to Hydrogen Valley - pre-acquisition (cash) (Note 13) |
493,396 |
- |
|
Loans issued to Hydrogen Valley - pre-acquisition (equity) (Note 13) |
1,496,000 |
- |
|
Foreign exchange gain/(loss) |
1,987,112 |
(1,719,896) |
|
Net finance income |
963,635 |
2,228,444 |
|
Write off FinnAust Mining Northern Loan |
- |
(5,801) |
|
At end of period - Cost |
49,883,983 |
43,704,750 |
|
At beginning of period - Impairment |
(5,278,656) |
- |
|
Impairment provision |
(36,881,596) |
(5,278,656) |
|
At end of period - Impairment |
(42,160,252) |
(5,278,656) |
|
At end of period - Loans (net of impairment) |
7,723,731 |
38,426,094 |
|
|
|
|
|
Total |
11,007,891 |
38,984,436 |
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
Subsidiaries
|
Name of subsidiary |
Registered office address |
Country of incorporation and place of business |
Proportion of ordinary shares held by parent (%) |
Proportion of ordinary shares held by the Group (%) |
Nature of business |
|
Centurion Mining Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
100% |
Dormant |
|
Centurion Universal Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
100% |
Dormant |
|
Finland Investments Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
100% |
Holding |
|
Disko Exploration Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
100% |
Exploration |
|
Hydrogen Valley Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
100% |
100% |
Holding |
|
White Flame Energy Limited |
6 Heddon Street, London, W1B 4BT |
United Kingdom |
96.64% (1) |
96.64% (1) |
Holding |
|
FinnAust Mining Finland Oy |
Kummunkatu 23, |
Finland |
Nil |
100% |
Exploration |
|
Dundas Titanium A/S |
c/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, Greenland |
Greenland |
100% |
100% |
Exploration |
|
White Flame Energy A/S |
c/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, Greenland |
Greenland |
Nil |
100% |
Exploration |
|
Nikkeli Greenland A/S |
c/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, Greenland |
Greenland |
Nil |
!00% |
Exploration |
|
Nikkeli Project Company Ltd |
PO Box 309, Grand Cayman, KY1-1104, Cayman Islands |
Cayman Islands |
Nil |
100% |
Holding |
|
Greenswitch SRL |
Industrial Area Loc. Macchia Di Ferrandina, 75013, Ferrandina, MT |
Italy |
Nil |
100% |
Renewable fuels and energy |
All subsidiary undertakings are included in the consolidation.
(1) On 27 March 2026, 80 Mile completed the acquisition of an additional 2.18% minority stake in White Flame, increasing its ownership to 98.82%.
10. Asset Acquisition - Nikkeli Greenland A/S
During the 2021 financial year, Disko Exploration Ltd ("Disko") entered into a joint venture agreement with Kobold to drill in Greenland for critical materials used in electric vehicles. On 1 February 2022, the joint venture company, Nikkeli Project Company and Nikkeli Greenland AS (together "Nikkeli"), were incorporated and the specific licences were transferred to Nikkeli. At the time, Disko owned 49% of Nikkeli Project Company and Nikkeli Project Company owned 100% of Nikkeli Greenland AS.
On 1 January 2025, the Group increased its ownership interest in the Nikkeli joint venture from 49% to 100%. Under the original agreement, the Group's interest in Nikkeli was expected to revert to 51%, with Kobold retaining 49%. However, following negotiations with Kobold, the Group reacquired full ownership of Nikkeli. As a result, the Group now holds 100% of the entity, with the change effective from 1 January 2025.
There was no consideration payable in respect of the acquisition of Nikkeli and there were no acquisition related costs incurred in the period.
The following table summarises the consideration paid for Nikkeli and the values of the assets and equity assumed at the acquisition date.
|
|
|
Proportion of ownership interest held |
||
|
Name |
Registered office address |
Country of incorporation and place of business |
31 December 2025 |
31 December 2024 |
|
Nikkeli Greenland A/S |
c/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, Greenland |
Greenland |
100% |
49% |
|
|
£ |
|
Total consideration |
- |
|
Fair value of existing interest |
4,523,897 |
|
Recognised assets and liabilities acquired: |
|
|
Plant, property and equipment |
51,595 |
|
Intangible assets 1 |
4,503,405 |
|
Trade and other payables |
(31,103) |
|
Total identifiable net assets |
4,523,897 |
1 Intangible assets decreased by £4,708,579 compared with their carrying value recognised as at 31 December 2024 upon accounting for Nikkeli as a joint venture. This reduction in intangible assets arose because the transaction was accounted for as an asset acquisition rather than a business combination (see Note 4). Under asset acquisition accounting, the Group's existing 49% equity interest should be measured at cost on acquisition. Accordingly, the cost of the acquired interest was determined by reference to the carrying value of the Group's existing equity interest as at 31 December 2024, together with any additional consideration transferred which was nil. As the identifiable net assets recognised cannot exceed the total cost of the acquisition, a downward adjustment of £4,708,579 was required. This adjustment was allocated to the acquired exploration licence intangible assets, resulting in a reduction in the carrying value of intangible assets recognised on acquisition.
11. Asset Acquisition - White Flame Energy Ltd
On 13 January 2025, the Company acquired 96.64% of the issued share capital in White Flame Energy Ltd and its wholly owned subsidiary White Flame energy A/S (together "White Flame") by way of a share for share exchange agreement.
The total consideration payable for the acquisition consisted of the issue and allotment of 849,957,718 Ordinary Shares at £0.003127 per share, for total proceeds of £2,657,818. Acquisition costs totalled £38,255 but have not been included within the cost of the investment owing to the nature of certain fees and the fact that the majority of these fees were incurred and expensed to profit and loss in the prior financial year. In 2025, these fees totalling £535 are included within 'administration expenses' within the statement of comprehensive income.
The White Flame acquisition was accounted for as an asset acquisition rather than a business combination. The accounting judgments applied in reaching this conclusion, based on the facts and circumstances of the acquisition, are presented in Note 4. The following table summarises the consideration paid for White Flame Energy and the values of the assets and equity assumed at the acquisition date.
|
|
£ |
|
Proceeds from share issue |
2,657,818 |
|
Total consideration (note 9) |
2,657,818 |
|
Recognised assets and liabilities acquired: |
|
|
Intangible assets |
2,761,338 |
|
Cash and cash equivalents |
885 |
|
Trade and other receivables |
31 |
|
Trade and other payables |
(12,029) |
|
Total identifiable net assets |
2,750,225 |
|
Non-controlling interest (on acquisition) (3.36%) (Note 12) |
92,407 |
It should be noted that, prior to 80 Mile's acquisition of White Flame, intangible assets had been fully impaired under the IFRS 6 criteria. As a result, a fair value adjustment of £2,761,338 was required on acquisition to align the fair value of the net assets acquired, net of the non-controlling interest, with the consideration transferred. The full fair value uplift was allocated to intangible assets to reflect the substance of the transaction, that the primary assets being acquired were the exploration licenses. As such, no fair value adjustment was attributed to working capital balances as these were not the principal value drivers of the acquisition.
12. Non-controlling interest ("NCI")
On 13 January 2025, the Company acquired 96.64% of the issued share capital in White Flame Energy Ltd and its wholly owned subsidiary White Flame energy A/S (together "White Flame"). The Group elected to measure the 3.36% NCI at its proportionate share of White Flame's net identifiable assets. At 31 December 2025, the NCI was £91,072 (2024: £nil).
|
|
Non-controlling interest £ |
Total £ |
|
Balance as at 1 January 2024 |
- |
- |
|
Balance as at 31 December 2024 |
- |
- |
|
Balance as at 1 January 2025 |
- |
- |
|
NCI recognised from asset acquisition - White Flame Energy Ltd |
92,407 |
92,407 |
|
Loss for the period |
(1,335) |
(1,335) |
|
Balance as at 31 December 2025 |
91,072 |
91,072 |
13. Business Combination - Hydrogen Valley
Hydrogen Valley Ltd ("Hydrogen Valley") and its wholly owned subsidiary Greenswitch SRL ("Greenswitch") was acquired in four stages. Control of Hydrogen Valley was met on 27 October 2025 and as such, was consolidated from this date.
Investment in Associate (Stage 1, Stage 2 and Stage 3)
In 2024, under Stage 1 (to acquire the initial 5% ownership), the Company made a cash payment of £200,000. Subsequently, on 13 January 2025, under Stage 2 (to acquire a further 19% stake), the Company contributed an additional £800,000 and issued 423,957,023 Ordinary Shares at a nominal price of 0.305 pence per share. From this date, 80 Mile had acquired a 24% equity interest in Hydrogen Valley Ltd and in accordance with IAS 28, the investment in Hydrogen Valley met the criteria for classification as an associate. The total consideration paid for the 24% equity stake in Hydrogen Valley is £1,293,069.
On 9 July 2025, the Group increased its ownership interest in Hydrogen Valley from 24% to 49% after renegotiating the terms for the exercise of the Stage 3 option. The Company and vendors of Hydrogen Valley agreed that no shares of 80 Mile would be issued for the exercise of the Stage 3 option and the cash consideration reduced from £1 million to £380,000. To satisfy the consideration due to the vendors of Hydrogen Valley, the £380,000 was settled by the novation of a £380,000 working capital loan that has been provided to Hydrogen Valley.
Hydrogen Valley was accounted for as an associate up until 27 October 2025 because the Company had significant influence over it. The carrying value of the investment in the associate is determined below:
|
Associate |
£ |
|
Investment in Associate |
|
|
At the beginning of period |
- |
|
Reclassification of Equity Investments |
200,000 |
|
Cash consideration |
1,180,000 |
|
Equity consideration |
1,293,069 |
|
Share of profit in Associate |
211,078 |
|
As at 26 October 2025 |
2,884,147 |
|
Loans to Associate |
|
|
At the beginning of period |
- |
|
Working capital advancements |
380,000 |
|
Reclassification of working capital advancements to Investment |
(380,000) |
|
Loans granted - cash and equity |
1,989,396 |
|
As at 26 October 2025 |
1,989,396 |
|
Total |
4,873,543 |
Investment in Subsidiary (Stage 4)
On 27 October 2025, the Company acquired control of 100% of the issued share capital in Hydrogen Valley by way of a share for share exchange agreement.
The consideration transferred for the final stage (Stage 4) of the acquisition consisted of the issue and allotment of 10,000,000 Ordinary Shares. Although the shares were issued at £0.0053 per share, their quoted market price on the acquisition date was £0.0068 per share. Accordingly, total consideration of £68,000 was recognised, including an uplift of £15,000 to reflect fair value at the acquisition date.
The table below sets out the consideration transferred in respect of the acquisition of Hydrogen Valley and Greenswitch, together with the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date. Fair value adjustments are considered to be provisional at the first reporting date after the acquisition to allow the maximum time to elapse for management to make a reliable estimate.
|
|
£ |
||
|
Investment in Associate |
2,884,147 |
|
|
|
Fair value adjustment to existing interest |
(2,884,147) |
|
|
|
Fair value of existing interest |
- |
|
|
|
Equity consideration |
68,000 |
|
|
|
Total consideration |
68,000 |
||
|
Investment in Subsidiary (Note 9) |
68,000 |
||
|
Recognised assets and liabilities acquired: |
|
||
|
Plant, property and equipment |
4,562,525 |
||
|
Intangible assets |
44,360 |
||
|
Inventories |
408,960 |
||
|
Cash and cash equivalents |
8,005 |
||
|
Trade and other receivables |
142,918 |
||
|
Trade and other payables |
(2,972,156) |
||
|
Deferred consideration (Note 19) |
(2,233,855) |
||
|
Less: Total identifiable net liabilities |
(39,243) |
||
|
Effective settlement of pre-existing intercompany loan 1 |
1,989,396 |
||
|
Impairment |
(2,096,639) |
||
|
Goodwill |
- |
||
1 Of the pre-existing loan, £493,396 was advanced in cash. The remaining balance, amounting to £1,496,000, was settled through the issue of 220,000,000 Ordinary Shares in the Company to Greendome Holdings Inc in lieu of fees (Note 21).
Fair value adjustment to existing interest
In accordance with IFRS 3 Business Combinations, upon obtaining control of Hydrogen Valley, the Company remeasured its previously held equity interest to its acquisition-date fair value, with the resulting loss recognised in the statement of income.
At the acquisition date, Hydrogen Valley had net liabilities of £39,243. The acquisition-date fair value of the Group's previously held 49% equity interest was assessed by reference to its proportionate share of the acquiree's net assets and liabilities. As the acquiree had net liabilities at the acquisition date, the fair value of the previously held interest was determined to be nil, resulting in a fair value charge of £2,884,147 recognised in the Income Statement.
Impairment of Goodwill
Goodwill of £2,096,639 arose on the acquisition Hydrogen Valley as the consideration transferred exceeded the fair value of the identifiable net liabilities acquired, in accordance with IFRS 3. Following management's assessment, this goodwill was immediately impaired. While, management continues to believe that the acquisition will generate significant long-term strategic value and future economic benefits for shareholders, at the acquisition date there was insufficient objective and observable evidence to support the carrying value of the goodwill recognised. Specifically, the acquired plant remained in a pre-commercial stage, with future production volumes and timing, and therefore future revenue and profitability uncertain; the anticipated future benefits of the plant were dependent on management's execution of its commercialisation strategy rather than existing identifiable assets or contractual cash flows. Accordingly, the recognition of future economic benefits beyond those reflected in the identifiable net assets could not be supported at the acquisition date.
Accordingly, although management expects the acquisition to deliver future value for shareholders over the longer term, the accounting requirements of IFRS 3 and IAS 36 require goodwill to be supported by recoverable amounts determined using evidence available at the acquisition date. In the absence of sufficient observable evidence to support the recognised goodwill, an immediate impairment of £2,096,639 has been recognised in the Income Statement.
14. Trade and other receivables
|
|
Group |
|
Company |
||
|
Current |
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Receivable from related party |
933,018 |
25,743 |
|
933,018 |
- |
|
Amounts owed by Group undertakings |
- |
- |
|
187,550 |
94,268 |
|
Prepayments |
84,675 |
96,202 |
|
69,059 |
87,575 |
|
VAT receivable |
209,104 |
73,813 |
|
53,790 |
56,345 |
|
Proceeds from Available for Sale Investments (Note 8) |
377,290 |
- |
|
377,290 |
- |
|
Other receivables |
52,203 |
1,688,165 |
|
- |
1,639,598 |
|
Total |
1,656,290 |
1,883,923 |
|
1,620,707 |
1,877,786 |
The fair value of all receivables is the same as their carrying values stated above.
At 31 December 2025 all trade and other receivables were fully performing. No ageing analysis is considered necessary as the Group has no significant trade receivable receivables which would require such an analysis to be disclosed under the requirements of IFRS 7. None of the amounts above are overdue or impaired.
Other receivables
'Other receivables' in both the Group and Company in 2024 includes £135,000 of consideration payable by Metals One Plc following the disposal, by the Company, of FinnAust Mining Northern Oy during the year ended 31 December 2023. During the year ending 31 December 2025, a settlement was reached with Metals One Plc and the Company received total cash proceeds of £375,000. The full amount was received by 31 December 2025 and, accordingly, no balance from Metals One Plc is recognised within 'Other receivables' at year end.
Receivable from related party
During the year ended 31 December 2025, the Company raised an invoice to March GL. Details of the transaction, including the basis on which it is considered a related party transaction, are set out in Note 35.
During the year ended 31 December 2024, the Company raised an invoice to Nikkeli Greenland A/S while it was a joint venture of the Group. Details of the transaction are set out in Note 35.
The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:
|
|
Group |
|
Company |
||
|
|
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
UK Pounds |
1,433,610 |
1,823,687 |
|
1,620,707 |
1,877,786 |
|
Euros |
195,670 |
40,294 |
|
- |
- |
|
Danish Krone |
27,010 |
19,942 |
|
- |
- |
|
|
1,656,290 |
1,883,923 |
|
1,620,707 |
1,877,786 |
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
15. Cash and cash equivalents
|
|
Group |
|
Company |
||
|
|
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Cash at bank and in hand |
1,219,177 |
414,968 |
|
943,962 |
392,147 |
|
Restricted cash |
234,633 |
222,854 |
|
- |
- |
|
|
1,453,810 |
637,822 |
|
943,962 |
392,147 |
All the UK entities cash at bank is held with institutions with an AA- credit rating. The Finland, Italian and Greenland entities cash at bank is held with institutions whose credit rating is unknown.
Included within the cash balance is £234,633 (2024: £222,854) of restricted cash that has been deposited as security for the Company's remediation obligations under the Mineral Resources Act in relation to the Dundas project. Any changes between the two reported figures are solely due to foreign exchange fluctuations.
The carrying amounts of the Group and Company's cash and cash equivalents are denominated in the following currencies:
|
|
Group |
|
Company |
||
|
|
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
UK Pounds |
1,084,382 |
404,952 |
|
943,962 |
392,147 |
|
Euros |
134,343 |
9,910 |
|
- |
- |
|
Danish Krone |
235,085 |
222,960 |
|
- |
- |
|
US Dollar |
- |
- |
|
- |
- |
|
|
1,453,810 |
637,822 |
|
943,962 |
392,147 |
16. Inventory
|
|
Group |
|
Company |
||
|
|
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Raw materials and consumables |
373,689 |
- |
|
- |
- |
|
|
373,689 |
- |
|
- |
- |
Inventory consists of raw materials and consumables used in Greenswitch SRL.
17. Asset Held for Sale
During the year, the Company entered into a binding agreement to sell certain Property, Plant and Equipment located in Dundas ("Dundas PPE") to March GL for consideration of USD 500,000 (£371,610).
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the Dundas PPE was classified as assets held for sale at the reporting date, as management is committed to the sale and completion is considered highly probable within twelve months.
Upon classification as held for sale, the assets were measured at the lower of their carrying amount and fair value less costs to sell. As a result, an impairment charge of £478,640 was recognised during the year to reduce the carrying value of the Dundas PPE to its recoverable amount. The impairment charge has been recognised within the Income Statement under 'Impairment of property, plant and equipment'.
Deferred income of £380,139 has been recognised in respect of the sale agreement. The difference between the carrying value of the assets held for sale and the deferred income balance arises primarily from foreign exchange movements, as the underlying assets are denominated in Danish Kroner while the sale proceeds and related deferred income are denominated in US Dollars.
For the purposes of Segment Information (Note 5), both the impairment charge and the assets held for sale are included within the 'Greenland' geographical segment.
Completion of the transaction is expected during 2026.
18. Deferred tax
An analysis of deferred tax liabilities is set out below.
|
|
Group |
|
Company |
||
|
|
2025 £ |
2024 £ |
|
2025 £ |
2024 £ |
|
Deferred tax liability after more than 12 months |
482,114 |
496,045 |
|
- |
- |
|
|
482,114 |
496,045 |
|
- |
- |
Deferred tax liabilities
During the year ended 30 June 2016, a deferred tax liability of £373,343 arose as a result of a fair value adjustment on the assets acquired and liabilities assumed upon the acquisition of 60.37% of the share capital of Bluejay Mining Limited on 8 March 2016.
During the year ended 31 December 2017, a deferred tax liability of £122,702 arose as a result of a fair value adjustment on the assets acquired and liabilities assumed upon the acquisition of Disko Exploration Limited.
During the year ended 31 December 2025, a deferred tax liability reduction of £13,391 arose as part of the Greenswitch acquisition (Note 13). During the year, a gain of £14,009 was recognised in the statement of profit or loss during the year. The difference between the reduction in the deferred tax liability and the amount recognised in profit or loss relates to foreign exchange movements.
The Group has a potential deferred income tax asset of approximately £1,107,174 (2024: £3,218,891) due to tax losses available to carry forward against future taxable profits. The Company has tax losses of approximately £4,428,696 (2024: £8,106,839) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.
19. Provisions and Deferred Consideration
|
|
Group |
|
Company |
||
|
|
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Deferred Consideration: Non-Current |
2,248,045 |
- |
|
- |
- |
|
Provisions: Current |
434,784 |
200,000 |
|
- |
200,000 |
|
|
2,682,829 |
200,000 |
|
- |
200,000 |
|
Deferred Consideration: Non-current |
Group £ |
|
Opening |
- |
|
Additions - Deferred Consideration |
2,233,854 |
|
Foreign exchange |
(2,905) |
|
Discount release |
17,096 |
|
Closing |
2,248,045 |
|
Provisions: Current |
Group £ |
Company £ |
|
Opening |
200,000 |
200,000 |
|
Settlement |
(200,000) |
(200,000) |
|
Provision for underspend on exploration |
434,784 |
- |
|
Closing |
434,784 |
- |
2025
Non-current
As at 31 December 2025, the Directors recognised deferred consideration of £2,248,045 in amounts owed to Greendome Holdings Inc ("Greendome"), the original vendor of Greenswitch SRL, on the acquisition of Hydrogen Valley.
In consideration for the acquisition of Hydrogen Valley, the Company issued 220,000,000 new ordinary shares to Greendome and assumed additional deferred payments. If the value of these shares triples before 30 June 2026, then no further payments will be due to Greendome. Otherwise, the following amounts will become payable; these have been converted into pounds sterling and discounted as of 31 December 2025:
1. an amount equal to €750,000 in cash no later than the 30 June 2027;
2. an amount equal to €750,000 to be satisfied by the allotment of a number of New Ordinary Shares in the Company equal to the 30 day VWAP; and
3. an amount equal to €1,500,000 to be satisfied 50% in cash and 50% by the allotment of the corresponding number of the Company's Shares no later than the 31 March 2028.
The amounts payable were discounted at a rate of 4.4%, based on UK gilt yields corresponding to the expected settlement dates.
Based on the Company's share price as at 31 December 2025, an increase of 249.5% by 30 June 2026 would be required in order for the deferred consideration to not become payable.
Current
As at 31 December 2025, the Directors assessed the Group's compliance with the minimum expenditure commitments associated with its exploration licences. It was identified that certain licences did not satisfy the required minimum spending obligations under the terms of their licence agreements. As a result, the Group has recognised a provision of £434,784 representing the estimated obligation arising from the expenditure shortfall. The provision has been measured at management's best estimate of the expenditure required to settle the obligation at the reporting date.
2024
Current
As at 31 December 2024, the Directors recognised a provision of £200,000 in respect of an obligation to settle a dispute with Capricorn Oil Limited, regarding a consideration guarantee, from a Share Purchase Agreement entered into in September 2016. The settlement amount has been agreed upon with the counterparty and the outflow of economic resources occurred in full during the first quarter of 2025.
20. Trade and other payables
|
|
Group |
|
Company |
||
|
Current |
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Trade payables |
622,644 |
240,736 |
|
267,988 |
226,410 |
|
Salaries and wages payable |
56,387 |
- |
|
- |
- |
|
Accrued expenses |
358,132 |
230,609 |
|
133,396 |
199,449 |
|
Director loans 1 |
398,308 |
- |
|
- |
- |
|
Deferred income (Note 17) |
380,139 |
- |
|
380,139 |
- |
|
Employment taxes payable and social security 2 |
545,443 |
15,977 |
|
7,009 |
8,113 |
|
Government grant - deferred income 3 |
172,327 |
- |
|
- |
- |
|
Other creditors |
104,609 |
3,983 |
|
466 |
3,990 |
|
|
2,637,989 |
491,305 |
|
788,998 |
437,962 |
|
|
Group |
|
Company |
||
|
Non-Current |
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Government grant - deferred income 3 |
1,237,509 |
- |
|
- |
- |
|
|
1,237,509 |
- |
|
- |
- |
Trade payables include amounts due of £nil (31 December 2024: £16,614) in relation to exploration and evaluation activities.
1 Directors loans include amounts owing to Robert Price, Girolamo Mazziotta and Mark Frascogna who were, at the date Control was obtained, all directors of Hydrogen Valley Ltd. On the same date, Robert Price and Girolamo Mazziotta resigned from Hydrogen Valley but the loans remain as directors loans given their nature. Under the terms of the arrangement, the balances are unsecured, non-interest bearing and not repayable on demand (Note 35).
2 Employment taxes payable and social security liabilities increased significantly during the year following the acquisition of the operating entity Greenswitch SRL in October 2025. Of the total social security liabilities, £530,611 relates to Greenswitch and includes deferred employee remuneration contributions that are accrued monthly by the employer in accordance with local statutory requirements. These amounts are generally payable to employees upon termination of employment. Employment tax liabilities within Greenswitch also contribute to the overall increase in the balance at year end.
3 Greenswitch SRL has been granted a €2.8m capital grant from the Region of Basilicata (Italy) relating to construction of plant and equipment. As at 31 December 2025, 90% of the funding has been received and is accounted for in accordance with IAS 20, with the income being recognised over the life of the asset. The Company is required to continue to comply with certain ongoing conditions, including the maintenance of employment levels over a specified period. Management has assessed that there is reasonable assurance that these conditions will be met.
The carrying amounts of the Group and Company's trade and other payables are denominated in the following currencies:
|
|
Group |
|
Company |
||
|
Current |
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
UK Pounds |
1,231,081 |
426,031 |
|
685,674 |
418,549 |
|
US Dollar |
13,217 |
- |
|
- |
- |
|
Euros |
1,227,375 |
22,257 |
|
- |
8,904 |
|
Danish Krone |
166,316 |
43,017 |
|
103,324 |
10,509 |
|
|
2,637,989 |
491,305 |
|
788,998 |
437,962 |
|
|
Group |
|
Company |
||
|
Non-Current |
31 December 2025 £ |
31 December 2024 £ |
|
31 December 2025 £ |
31 December 2024 £ |
|
Euros |
1,237,509 |
- |
|
- |
- |
|
|
1,237,509 |
- |
|
- |
- |
21. Share capital and premium
|
Group and Company |
Number of shares |
Share capital |
||
|
|
31 December 2025 |
31 December 2024 |
31 December 2025 |
31 December 2024 |
|
Ordinary shares |
4,967,127,203 |
2,646,655,444 |
496,713 |
264,665 |
|
Deferred shares |
558,104,193 |
558,104,193 |
558,104 |
558,104 |
|
Deferred A shares |
68,289,656,190 |
68,289,656,190 |
6,828,966 |
6,828,966 |
|
Total |
73,814,887,586 |
71,494,415,827 |
7,883,783 |
7,651,735 |
|
Deferred Shares (nominal value of 0.1 pence per share) |
Number of Deferred shares |
Share capital £ |
|
As at 1 January 2024 |
558,104,193 |
558,104 |
|
As at 31 December 2024 |
558,104,193 |
558,104 |
|
As at 1 January 2025 |
558,104,193 |
558,104 |
|
As at 31 December 2025 |
558,104,193 |
558,104 |
|
Deferred A Shares (nominal value of 0.1 pence per share) |
Number of Deferred A shares |
Share capital £ |
|
As at 1 January 2024 |
68,289,656,190 |
6,828,966 |
|
As at 31 December 2024 |
68,289,656,190 |
6,828,966 |
|
As at 1 January 2025 |
68,289,656,190 |
6,828,966 |
|
As at 31 December 2025 |
68,289,656,190 |
6,828,966 |
|
Issued at 0.01 pence per share |
Number of Ordinary shares |
Share capital £ |
Share premium £ |
Total £ |
|
As at 1 January 2024 |
1,195,885,079 |
119,588 |
62,915,685 |
63,035,273 |
|
Share based payments |
|
|
|
|
|
Issue of new shares - 06 February 2024 |
10,178,810 |
1,018 |
70,651 |
71,669 |
|
Issue of new shares for cash |
|
|
|
|
|
Issue of new shares - 30 January 2024 (1) |
150,145,715 |
15,015 |
537,539 |
552,554 |
|
Issue of new shares - 06 February 2024 (2) |
149,854,285 |
14,985 |
558,960 |
573,945 |
|
Issue of new shares - 22 August 2024 (3) |
583,333,327 |
58,333 |
1,566,667 |
1,625,000 |
|
Issue of new shares - 31 December 2024 (4) |
557,258,228 |
55,726 |
1,336,576 |
1,392,302 |
|
As at 31 December 2024 |
2,646,655,444 |
264,665 |
66,986,078 |
67,250,743 |
|
As at 1 January 2025 |
2,646,655,444 |
264,665 |
66,986,078 |
67,250,743 |
|
Consideration shares |
|
|
|
|
|
Issue of new shares - 13 January 2025 |
838,710,808 |
83,871 |
2,538,777 |
2,622,648 |
|
Issue of new shares - 16 January 2025 |
423,957,023 |
42,396 |
1,250,673 |
1,293,069 |
|
Issue of new shares - 11 March 2025 |
11,246,910 |
1,125 |
34,045 |
35,170 |
|
Issue of new shares - 16 October 2025 |
10,000,000 |
1,000 |
67,000 |
68,000 |
|
Share based payments |
|
|
|
|
|
Issue of new shares - 13 January 2025 |
15,000,000 |
1,500 |
45,000 |
46,500 |
|
Issue of new shares - 21 October 2025 |
220,000,000 |
22,000 |
1,474,000 |
1,496,000 |
|
Issue of new shares - 10 December 2025 |
8,400,000 |
840 |
41,160 |
42,000 |
|
Employee Benefit Trust |
|
|
|
|
|
Issue of new shares - 04 August 2025 |
393,557,018 |
39,356 |
- |
39,356 |
|
Option exercise |
|
|
|
|
|
Issue of new shares - 14 October 2025 |
8,000,000 |
800 |
27,200 |
28,000 |
|
Issue of new shares for cash |
|
|
|
|
|
Issue of new shares - 10 December 2025 (5) |
391,600,000 |
39,160 |
1,788,360 |
1,827,520 |
|
As at 31 December 2025 |
4,967,127,203 |
496,713 |
74,252,293 |
74,749,006 |
|
(1) Includes issue costs of £48,029 (2) Includes issue costs of £25,471 (3) Includes issue costs of £125,000 |
(4) Includes issue costs of £112,296 (5) Includes issue costs of £130,480
|
2024
On 30 January 2024, the Company issued 150,145,715 Ordinary Shares at a price of 0.4 pence per share.
On 6 February 2024, the Company issued 149,854,285 Ordinary Shares at a price of 0.4 pence per share and 10,178,810 Ordinary Shares at a price of 0.71 pence per share in lieu of Directors Settlement fees.
On 22 August 2024, the Company issued 583,333,327 Ordinary Shares at a price of 0.3 pence per share.
On 31 December 2024, the Company issued 557,258,228 Ordinary Shares at a price of 0.27 pence per share.
2025
On 13 January 2025, the Company issued 15,000,000 Ordinary Shares at a price of 0.31 pence per share in lieu of services.
On 13 January 2025, the Company issued 838,710,808 Ordinary Shares at a price of 0.3127 pence per share in consideration for the 95.36% acquisition of White Flame Energy Ltd and its wholly owned subsidiary, White Flame Energy A/S (Note 11).
On 16 January 2025, the Company issued 423,957,023 Ordinary Shares at a price of 0.305 pence per share in consideration for Stage 2 of the acquisition of Hydrogen Valley Ltd; moving to a 24% equity stake (Note 13).
On 11 March 2025, the Company issued 11,246,910 Ordinary Shares at a price of 0.3127 pence per share in consideration for an additional 1.28% ownership of White Flame Energy Ltd, bringing the Company's total ownership to 96.64% (Note 11).
On 28 July 2025, the Company issued 393,557,018 Ordinary Shares at nominal to establish the Employee Benefit Trust (Note 24).
On 14 October 2025, the Company issued 8,000,000 Ordinary Shares at a price of 0.35 pence per share following the exercise of 8,000,000 warrants in the Company (Note 21, 24).
On 16 October 2025, the Company issued 10,000,000 Ordinary Shares at a price of 0.53 pence per share in consideration for the Stage 4 of the acquisition of Hydrogen Valley Ltd: moving to 100% ownership (Note 13). Although the shares were issued at £0.0053 per share, their quoted market price on the acquisition date was 0.68 pence per share. Accordingly, total consideration of £68,000 was recognised; including an uplift of £15,000 to Share Premium to reflect fair value at the acquisition date.
On 21 October 2025, the Company issued 220,000,000 Ordinary Shares at a price of 0.6 pence per share in lieu of fees to Greendome Holdings Inc. Although the shares were issued at £0.0053 per share, their quoted market price of 0.68 pence per share. Accordingly, total equity of £1,496,000 was recognised; including an uplift of £176,000 to Share Premium to reflect fair value at the acquisition date.
On 10 December 2025, the Company issued 391,600,000 Ordinary Shares at a price of 0.5 pence per share, raising gross proceeds of £1,958,000 and a further issue of 8,400,000 Ordinary Shares at a price of 0.5 pence per share in lieu of services.
22. Other reserves
|
|
|
Group |
|||||||
|
|
Merger reserve £ |
Foreign currency translation reserve £ |
Reverse acquisition reserve £ |
Redemption reserve £ |
Share option reserve £ |
Treasury shares £ |
EBT reserve £ |
Total £ |
|
|
At 1 January 2024 |
166,000 |
326,644 |
(8,071,001) |
364,630 |
684,889 |
- |
- |
(6,528,838) |
|
|
Currency translation differences |
- |
(1,375,855) |
- |
- |
- |
- |
- |
(1,375,855) |
|
|
Options granted |
- |
- |
- |
- |
311,772 |
- |
- |
311,772 |
|
|
At 31 December 2024 |
166,000 |
(1,049,211) |
(8,071,001) |
364,630 |
996,661 |
- |
- |
(7,592,921) |
|
|
At 1 January 2025 |
166,000 |
(1,049,211) |
(8,071,001) |
364,630 |
996,661 |
- |
- |
(7,592,921) |
|
|
Currency translation differences |
- |
1,793,005 |
- |
- |
- |
- |
- |
1,793,005 |
|
|
Options granted |
- |
- |
- |
- |
187,252 |
- |
- |
187,252 |
|
|
Options exercised |
- |
- |
- |
- |
(18,744) |
- |
- |
(18,744) |
|
|
Options expired |
- |
- |
- |
- |
(684,887) |
- |
- |
(684,887) |
|
|
Shares issued for Trust - held in Treasury |
- |
- |
- |
- |
- |
(39,356) |
- |
(39,356) |
|
|
Employee Benefit Trust reserve |
- |
- |
- |
- |
- |
- |
354,752 |
354,752 |
|
|
At 31 December 2025 |
166,000 |
743,794 |
(8,071,001) |
364,630 |
480,282 |
(39,356) |
354,752 |
(6,000,899) |
|
Employee Benefit Trust ("EBT") reserve - the EBT reserve represents the establishment of an Employee Benefit Trust to facilitate the implementation of a Long-Term Incentive Plan and future employee share schemes. As at year end, 393,557,018 Ordinary Shares of £0.0001 each had been issued to the EBT. The EBT reserve reflects value of the shares at their fair value at the date of issue.
Whilst the table above presents the Group reserves, the Company's Other Reserves amount to £1,365,664 and comprise the Merger Reserve, Redemption Reserve, Share Options Reserve and EBT Reserve. These reserves are included within the Group reserves table and their respective balances are disclosed under the relevant reserve headings.
23. Financial Instruments by Category
|
Group |
31 December 2025 |
31 December 2024 |
||||
|
|
Amortised cost |
FVTPL |
Total |
Amortised cost |
FVTPL |
Total |
|
Assets per Statement of Financial Performance |
£ |
£ |
£ |
£ |
£ |
£ |
|
Trade and other receivables (excluding prepayments) |
1,571,615 |
- |
1,571,615 |
1,702,721 |
85,000 |
1,787,721 |
|
Cash and cash equivalents |
1,453,810 |
- |
1,453,810 |
637,822 |
- |
637,822 |
|
|
3,025,425 |
- |
3,025,425 |
2,340,543 |
85,000 |
2,425,543 |
|
Group |
31 December 2025 |
31 December 2024 |
||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
Liabilities per Statement of Financial Performance |
£ |
£ |
£ |
£ |
|
Trade and other payables (excluding non-financial liabilities) |
3,137,225 |
3,137,225 |
491,305 |
491,305 |
|
Deferred consideration |
2,248,045 |
2,248,045 |
- |
- |
|
|
5,385,270 |
5,385,270 |
491,305 |
491,305 |
|
Company |
31 December 2025 |
31 December 2024 |
||||
|
|
Amortised cost |
FVTPL |
Total |
Amortised cost |
FVTPL |
Total |
|
Assets per Statement of Financial Performance |
£ |
£ |
£ |
£ |
£ |
£ |
|
Trade and other receivables (excluding prepayments) |
1,551,649 |
- |
1,551,649 |
1,705,211 |
85,000 |
1,790,211 |
|
Cash and cash equivalents |
943,962 |
- |
943,962 |
392,147 |
- |
392,147 |
|
|
2,495,611 |
- |
2,495,611 |
2,097,358 |
85,000 |
2,182,358 |
|
Company |
31 December 2025 |
31 December 2024 |
||
|
|
Amortised cost |
Total |
Amortised cost |
Total |
|
Liabilities per Statement of Financial Performance |
£ |
£ |
£ |
£ |
|
Trade and other payables (excluding non-financial liabilities) |
275,463 |
275,463 |
437,962 |
437,962 |
|
|
275,463 |
275,463 |
437,962 |
437,962 |
24. Share based payments
Options and Warrants
The Company has established a share option scheme for Directors, employees and consultants to the Group. Share options and warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:
|
|
|
|
|
Options & Warrants |
|
|
Grant Date |
Expiry Date |
Exercise price in £ per share |
|
31 December 2025 |
31 December 2024 |
|
10 July 2020 |
30 July 2025 |
0.1000 |
|
- |
4,400,000 |
|
10 July 2020 |
30 July 2025 |
0.1500 |
|
- |
1,100,000 |
|
15 February 2021 |
15 February 2025 |
0.1500 |
|
- |
11,000,000 |
|
15 February 2021 |
15 February 2025 |
0.2000 |
|
- |
11,000,000 |
|
15 February 2021 |
15 February 2025 |
0.2500 |
|
- |
11,000,000 |
|
04 April 2024 |
04 April 2029 |
0.0100 |
|
41,000,000 |
41,000,000 |
|
04 April 2024 |
04 April 2029 |
0.0200 |
|
41,000,000 |
41,000,000 |
|
04 April 2024 |
04 April 2029 |
0.0400 |
|
41,000,000 |
41,000,000 |
|
06 September 2024 |
06 September 2027 |
0.0350 |
|
16,000,000 |
24,000,000 |
|
24 October 2024 |
24 October 2029 |
0.0100 |
|
64,500,000 |
64,500,000 |
|
7 January 2025 (1) |
7 January 2028 |
0.0027 |
|
33,435,493 |
33,435,493 |
|
13 January 2025 |
13 January 2029 |
0.0030 |
|
10,000,000 |
- |
|
13 January 2025 |
13 January 2030 |
0.0035 |
|
100,000,000 |
- |
|
|
|
|
|
346,935,493 |
283,435,493 |
(1) Granted on 7 January 2025 but related to events during the year ended 31 December 2024.
The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:
|
|
2024 Options |
2024 Options |
2024 Options |
2024 Warrants |
|
Granted on: |
4/4/24 |
4/4/24 |
4/4/24 |
6/9/24 |
|
Life (years) |
5 years |
5 years |
5 years |
3 years |
|
Share price (pence per share) |
3.10p |
3.10p |
3.10p |
3.33p |
|
Risk free rate |
4.05% |
4.05% |
4.05% |
4.28% |
|
Expected volatility |
78.04% |
78.04% |
78.04% |
181.24% |
|
Expected dividend yield |
- |
- |
- |
- |
|
Marketability discount |
20% |
20% |
20% |
20% |
|
Total fair value (£000) |
43 |
29.5 |
18.5 |
37.5 |
|
|
2024 Options |
2024 Warrants |
2025 Options |
2025 Warrants |
|
Granted on: |
24/10/24 |
7/1/25 (1) |
13/1/25 |
13/1/25 |
|
Life (years) |
5 years |
3 years |
5 years |
4 years |
|
Share price (pence per share) |
2.70p |
2.70p |
3.10p |
3.10p |
|
Risk free rate |
4.14% |
4.30% |
4.30% |
4.30% |
|
Expected volatility |
180.12% |
69.32% |
87.77% |
88.94% |
|
Expected dividend yield |
- |
- |
- |
- |
|
Marketability discount |
20% |
20% |
20% |
20% |
|
Total fair value (£000) |
129 |
35 |
171 |
16 |
(1) Granted on 7 January 2025 but related to events during the year ended 31 December 2024.
The expected volatility of the options is based on historical volatility over the period equal to the time to maturity, measured prior to the grant date. A 20% marketability discount has been applied to the Black-Scholes valuation to reflect the marketability characteristics commonly associated with companies at a similar stage of development.
The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life.
A reconciliation of options and warrants granted over the year to 31 December 2024 and 2025 is shown below:
|
|
2025 |
|
2024 |
||
|
|
Number |
Weighted average exercise price (£) |
|
Number |
Weighted average exercise price (£) |
|
Outstanding at beginning of period |
283,435,493 |
0.0371 |
|
38,500,000 |
0.1969 |
|
Expired |
(38,500,000) |
(0.1969) |
|
- |
- |
|
Exercised |
(8,000,000) |
(0.0035) |
|
- |
- |
|
Granted |
110,000,000 |
0.0035 |
|
244,935,493 |
0.0151 |
|
Outstanding as at period end |
346,935,493 |
0.0165 |
|
283,435,493 |
0.0371 |
|
Exercisable at period end |
346,935,493 |
0.0165 |
|
250,000,000 (1) |
0.0371 |
(1) 33,435,493 warrants were granted on 7 January 2025 but related to events during the year ended 31 December 2024 and were therefore not exercisable as at 31 December 2024.
|
|
2025 |
2024 |
|||||||
|
Range of exercise prices (£) |
Weighted average exercise price (£) |
Number of shares |
Weighted average remaining life expected (years) |
Weighted average remaining life contracted (years) |
Weighted average exercise price (£) |
Number of shares |
Weighted average remaining life expected (years) |
Weighted average remaining life contracted (years) |
|
|
0.00 - 0.05 |
0.0123 |
346,935,493 |
0.0123 |
3.3902 |
0.0200 |
244,935,493 |
0.0200 |
4.0834 |
|
|
0.05 - 2.00 |
- |
- |
- |
- |
0.1969 |
38,500,000 |
0.1969 |
3.5551 |
|
During the year ending 31 December 2025, there was a charge of £187,252 (2024: £311,772) in respect of share options issued. There was also a credit of £684,887 recognised in retained earnings in relation to expired share options, and a further £18,744 recognised in relation to options exercised (Note 21).
Employee Benefit Trust
The Company has established an employee benefit trust ("EBT") scheme for Directors, employees and consultants to the Group. The number of shares ("EBT Shares") held in the trust and transferrable at the end of the period and their assigned performance hurdles are as follows:
|
|
|
|
|
EBT Shares |
|
|
Grant Date |
Expiry Date |
Vesting conditions |
|
31 December 2025 |
31 December 2024 |
|
28 July 2025 |
28 July 2026 |
Market capitalisation > £15m |
|
95,000,000 |
- |
|
28 July 2025 |
28 July 2026 |
Market capitalisation > £20m |
|
95,000,000 |
- |
|
28 July 2025 |
28 July 2026 |
Market capitalisation > £25m |
|
95,000,000 |
- |
|
28 July 2025 |
28 July 2026 |
Market capitalisation > £40m |
|
95,000,000 |
- |
|
28 July 2025 |
28 July 2026 |
Unassigned |
|
13,557,018 |
- |
|
|
|
|
|
393,557,018 |
- |
The fair value of the EBT Shares was determined using the Monte Carlo valuation model. The parameters used are detailed below:
|
|
2025 EBT Shares |
|
Granted on: |
28/7/25 |
|
Life (years) |
1 year |
|
Share price (pence per share) |
0.25p |
|
Risk free rate |
3.76% |
|
Expected volatility |
49.43% |
|
Expected dividend yield |
- |
|
Performance period (trading days) |
252 |
|
Total fair value (£000) |
36 (1) |
(1) The total fair value expense of £359,772 is to be recognised over the vesting period of the EBT Shares. However, IFRS 2 requires that where vesting occurs earlier than originally expected, any remaining unrecognised expense is recognised immediately at the vesting date.
Therefore, as the vesting conditions were achieved at different points in time during the performance period, only a £354,752 charge was recognised during the year ended 31 December 2025.
The expected volatility of the options is based on historical volatility over the period equal to the time to maturity, measured prior to the grant date.
The risk-free rate of return is based on zero yield government bonds for a term consistent with the EBT Shares life.
A reconciliation of EBT Shares granted over the year to 31 December 2025 is shown below:
|
|
Number |
|
Outstanding at beginning of period |
- |
|
Granted |
393,557,018 |
|
Outstanding as at period end |
393,557,018 |
During the year ending 31 December 2025, there was a charge of £354,752 in respect of EBT Shares issued.
25. Expenses by nature
|
|
Group |
|
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Cost of Sales |
|
|
|
Exploitation licence fees |
2,710 |
3,900 |
|
Other |
- |
31,987 |
|
Total cost of sales |
2,710 |
35,887 |
|
Administrative expenses |
|
|
|
Employee expenses |
602,339 |
375,819 |
|
Establishment expenses |
78,192 |
49,308 |
|
Travel & subsistence |
105,842 |
35,180 |
|
Professional & consultancy fees |
1,049,514 |
845,601 |
|
IT & Software |
19,693 |
19,497 |
|
Insurance |
58,142 |
64,480 |
|
Depreciation and Amortisation |
222,474 |
317,536 |
|
Share option expense |
187,252 |
311,772 |
|
Employee trust expense |
354,752 |
- |
|
Provision expense |
427,217 |
200,000 |
|
Other expenses |
17,255 |
43,192 |
|
Total administrative expenses |
3,122,672 |
2,262,385 |
Services provided by the Company's auditor and its associates
During the year, the Group (including overseas subsidiaries) obtained the following services from the Company's auditors and its associates:
|
|
Group |
|
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Fees payable to the Company's auditor and its associates for the audit of the Parent Company and Consolidated Financial Statements |
88,400 |
71,091 |
|
Fees payable to the Company's auditor and its associates for the review of Interim Financial Statements |
3,000 |
3,000 |
|
Fees payable to the Company's auditor for other services |
3,030 |
700 |
26. Employee benefit expense
|
|
Group |
|
Company |
||
|
Staff costs (excluding Directors) |
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Salaries and wages |
208,964 |
145,269 |
|
25,000 |
65,539 |
|
Social security costs |
49,758 |
24,094 |
|
1,727 |
23,757 |
|
Retirement benefit costs |
547 |
2,976 |
|
547 |
2,976 |
|
Other employment costs |
723 |
4,130 |
|
- |
- |
|
|
259,992 |
176,469 |
|
27,274 |
92,272 |
The average monthly number of employees for the Group during the year was 12 (year ended 31 December 2024: 7) and the average monthly number of employees for the Company was 5 (year ended 31 December 2024: 4).
Of the above Group staff costs, £nil (year ended 31 December 2024: £22,305) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.
27. Directors' remuneration
|
|
Year ended 31 December 2025 |
|
||||||
|
|
Short-term benefits |
Accruals |
Post-employment benefits |
Employee Benefit Trust |
Share based payments |
Total |
||
|
|
£ |
£ |
£ |
£ |
£ |
£ |
||
|
Executive Directors |
|
|
|
|
|
|
||
|
Roderick McIllree |
116,875 |
- |
8,750 |
168,040 |
85,396 |
379,061 |
||
|
Eric Sondergaard 1 |
139,583 |
27,917 |
- |
149,370 |
85,396 |
402,266 |
||
|
Troy Whittaker 2 |
14,375 |
- |
- |
- |
- |
14,375 |
||
|
Non-executive Directors |
|
|
|
|
|
|
||
|
Michael Hutchinson |
105,000 |
- |
- |
- |
- |
105,000 |
||
|
Troy Whittaker 2 |
58,125 |
- |
- |
37,342 |
23,250 |
118,717 |
||
|
Ingo Hofmaier 3 |
25,877 |
609 |
- |
- |
- |
26,486 |
||
|
|
459,835 |
28,526 |
8,750 |
354,752 |
194,042 |
1,045,905 |
||
(1) Resigned 10 February 2026
(2) Transitioned from a Non-Executive Director to Executive Director on 17 November 2025.
(3) Appointed 14 July 2025
|
|
Year ended 31 December 2024 |
|
||||||
|
|
Short-term benefits |
Accruals |
Post-employment benefits |
Share based payments |
Total |
|||
|
|
£ |
£ |
£ |
£ |
£ |
|||
|
Executive Directors |
|
|
|
|
|
|||
|
Roderick McIllree 1 |
26,250 |
- |
- |
49,988 |
76,238 |
|||
|
Eric Sondergaard |
108,858 |
- |
- |
76,738 |
185,596 |
|||
|
Non-executive Directors |
|
|
|
|
|
|||
|
Michael Hutchinson |
75,000 |
- |
- |
6,687 |
81,687 |
|||
|
Roderick McIllree 1 |
32,500 |
- |
- |
18,947 |
51,447 |
|||
|
Harry Ansell 2 |
26,812 |
- |
- |
- |
26,812 |
|||
|
Troy Whittaker |
42,083 |
5,417 |
- |
12,260 |
59,760 |
|||
|
|
311,503 |
5,417 |
- |
164,620 |
481,540 |
|||
For the year ending 31 December 2024, a further £23,188 was paid to Harry Ansell during his non-directorship employment in the year.
(1) Transitioned from a Non-Executive Director to Executive Director on 1 October 2024.
(2) Resigned on 12 July 2024
Of the above Group directors' remuneration, £272,912 (31 December 2024: £117,601) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year. The above figures do not include employer portion of NIC. Directors NIC for the year ending 31 December 2025 was £30,416 (31 December 2024: £17,193). These have been included in Note 26.
Details of fees paid to Companies and Partnerships of which the Directors detailed above are Directors and Partners have been disclosed in Note 35.
The remuneration of Directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.
28. Other losses
|
|
Group |
|
|||||||||||||
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
||||||||||||
|
(Loss)/gain on disposal of property, plant and equipment |
(341) |
5,966 |
|
||||||||||||
|
Gain on disposal of intangible assets (Note 7) |
224,704 |
- |
|
||||||||||||
|
Gain on disposal of fair value through profit and loss equity investments (Note 8) |
1,485,198 |
- |
|
||||||||||||
|
Gain on Settlement 1 |
54,300 |
- |
|
||||||||||||
|
Gain on proposed disposal of subsidiary 1 |
225,000 |
- |
|
||||||||||||
|
Loss on business acquisition - Hydrogen Valley Ltd (Note 13) |
(2,096,639) |
- |
|
||||||||||||
|
Loss on deemed disposal of Associate - Hydrogen Valley Ltd (Note 13) |
(2,884,147) |
- |
|
||||||||||||
|
Valuation losses on fair value through profit and loss equity investments (Note 8) |
- |
(1,390,625) |
|
||||||||||||
|
Valuation losses on deferred consideration 1 |
(39,300) |
(915,000) |
|
||||||||||||
|
Other gains |
109,225 |
40,571 |
|
||||||||||||
|
Other gains/(losses) |
(2,922,000) |
(2,259,088) |
|
||||||||||||
|
|
|||||||||||||||
|
1 An impairment of £39,300 was recognised during the year ended 31 December 2025 (2024: £915,000) in relation to the deferred consideration receivable following the sale of FinnAust Mining Finland Oy in 2023. The impairment arose due to a decrease in Metals One Plc's share price, which affected the value of the deferred consideration. The deferred consideration was settled during the year, resulting in a gain on settlement of £54,300.
A further £225,000 of cash was received from Metals One during the year ended 31 December 2025 in connection with a proposed Share Purchase Agreement for the disposal of the Company's entire shareholding in FinnAust Mining Finland Oy. However, following the termination of the transaction in July 2025, the Company retained the full amount received. Accordingly, the £225,000 cash received has been recognised as a gain in the financial statements.
29. Operations expenditure
£41,411 relates to Greenswitch operational expenditure. This expenditure has not been capitalised as does not meet the criteria for capitalisation under IAS 38.
|
|||||||||||||||
30. Finance expense
|
|
Group |
|
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Interest expense from cash and cash equivalents |
661 |
1,663 |
|
Discount release - deferred consideration (Note 19) |
17,096 |
- |
|
Finance expense |
17,757 |
1,663 |
31. Other Income
|
|
Group |
|
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Income from related parties |
468,272 |
80,165 |
|
Other income |
- |
36,679 |
|
Other Income |
468,272 |
116,844 |
Nikkeli Greenland A/S, joint venture company, was invoiced £7,410 during the year ended 31 December 2025 (31 December 2024: £69,513) for management services provided whilst it was a joint venture but was subsequently eliminated on consolidation at year end following the acquisition of Nikkeli Greenland A/S by the Company.
March GL, joint venture company, was invoiced USD 1,906,971 during the year ended 31 December 2025 (2024: £nil) as consideration for the Farm-Out and sale of property, plant and equipment (Note 17). Consideration of £460,862 was recognised as income whilst £380,139 pertaining to the sale of property, plant and equipment was recognise as deferred (Note 17). Other amounts were invoiced but relate to the recharge of expenditure and are therefore not recorded as income, see Note 35.
32. Income tax expense
|
|
Group |
|
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Current tax |
|
|
|
UK corporation tax |
- |
- |
|
Total current tax charge/(credit) |
- |
- |
|
Tax on profit on ordinary activities |
- |
- |
The tax on the Group's loss before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:
|
|
Group |
|
|
|
Year ended 31 December 2025 £ |
Year ended 31 December 2024 £ |
|
Loss before tax |
(33,128,232) |
(9,561,414) |
|
Tax at the applicable rate of 24.83% (2024: 22.59%) |
(8,225,740) |
(2,160,302) |
|
Effects of: |
|
|
|
Expenditure not deductible for tax purposes |
10,597,829 |
74,149 |
|
Income not taxable for tax purposes |
(495,611) |
|
|
Depreciation in excess of/(less than) capital allowances |
|
99,134 |
|
Net tax effect of losses carried forward |
(1,876,478) |
1,987,019 |
|
Tax charge/(credit) |
- |
- |
The weighted average applicable tax rate of 24.83% (2024: 22.59%) used is a combination of the 25% standard rate of corporation tax in the UK, 20% Finnish corporation tax, 24% Italian corporation tax and 25% Greenlandic corporation tax.
The Group has a potential deferred income tax asset of approximately £1,107,174 (2024: £3,218,891) due to tax losses available to carry forward against future taxable profits. The Company has tax losses of approximately £4,428,696 (2024: £8,106,839) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. However, this legislation does not apply to the Group in the financial year beginning 1 January 2025 as its consolidated revenue does not meet the legislation requirements of being greater than €750m in two of the four preceding years, the group will continue to monitor the legislation in future years.
33. Earnings per share
Group
The calculation of the total basic earnings per share of (0.80) pence (31 December 2024: (0.57) pence) is based on the loss attributable to equity holders of the parent company of £33,126,897 (31 December 2024: £9,561,414) and on the weighted average number of ordinary shares of 4,121,037,667 (31 December 2024: 1,664,901,545) in issue during the year.
In accordance with IAS 33, basic and diluted earnings per share are identical for the Group as the effect of the exercise of share options would be to decrease the earnings per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 24.
34. Commitments
License commitments
As at 31 December 2025, 80 Mile owned eight mineral exploration licenses: MEL 2015-08, MEL 2019-114, relate to the Dundas Project, while MEL 2024-30, MEL 2019-116, MEL 2017-01, MEL 2020-10, MEL 2018-16 and MEL 2012-29 relate to the Disko-Nuussuaq Project (Nikkeli). These licences are subject to annual licence fees and minimum spend commitments.
During the year, 80 Mile sold licences MEL 2011/31 and MEL 2020/06 held by Disko in respect of the Kangerluarsuk Project.
As at 31 December 2025 these are as follows:
|
Group |
License fees £ |
Minimum spend requirement £ |
Total £ |
|
Not later than one year |
262,471 |
7,094,749 |
7,357,220 |
|
Later than one year and no later than five years |
670,716 |
40,342,640 |
41,013,356 |
|
Total |
933,187 |
47,437,389 |
48,370,576 |
35. Related party transactions
Loans to/(from) Group undertakings
Amounts receivable as a result of loans granted to/(from) subsidiary undertakings are as follows:
|
|
Company |
|
|
|
31 December 2025 £ |
31 December 2024 £ |
|
Finland Investments Ltd |
(4,890,376) |
(4,424,463) |
|
FinnAust Mining Finland Oy 1 |
4,890,376 |
6,060,038 |
|
Centurion Mining Limited |
345 |
345 |
|
Dundas Titanium A/S 2 |
573,828 |
32,766,276 |
|
Disko Exploration Limited |
4,354,760 |
4,023,898 |
|
White Flame Energy Limited 3 |
39,990 |
- |
|
Hydrogen Valley Limited |
2,754,808 |
- |
|
At 31 December (Note 9) |
7,723,731 |
38,426,094 |
Loans granted to subsidiaries, except Dundas Titanium, increased during the year due to additional loans being granted to the subsidiaries, and foreign exchange gain of £1,987,112 (31 December 2024: loss £1,719,898), given that no loans were repaid during the year. The loan to Dundas Titanium reduced during the year due to impairments recognised on the loan being greater than the additional loans granted and foreign exchange recognised. These loan amounts are unsecured and repayable in Euros and Danish Krone on demand from the Company.
All intra Group transactions are eliminated on consolidation.
1 The loan granted to FinnAust Mining Finland Oy increased by £120,811 (2024: £468,172) during the year and was subsequently impaired by £2,005,987 (2024: £3,688,223). The remaining movement was foreign exchange and interest recognised on the loan.
2 The loan granted to Dundas Titanium A/S increased by £282,737 (2024: £468,172) during the year and was subsequently impaired by £34,875,609 (2024: £nil). The remaining movement was foreign exchange and interest recognised on the loan.
3 A loan of £3,180 was granted to White Flame Energy Ltd in 2024, a company which was acquired by the Group during 2025.
Other transactions
The Group defines its key management personnel as the Directors of the Company as disclosed in the Directors' Report.
1. Nikkeli Greenland A/S - joint venture transaction
During the year, Nikkeli Greenland A/S, was acquired by the Company but prior to this, they were invoiced £7,410 for management services provided up to the date the reversion of the joint venture was agreed (31 December 2024: £69,513).
There was a balance of £nil receivable at year end (31 December 2024: £25,743). Nikkeli Greenland A/S showed this balance as part of their contributed capital.
2. Kobold Metals
Further, Kobold Metals paid invoices on behalf of Nikkeli Greenland A/S totalling £33,153 during the transition period associated with the transfer of ownership of Nikkeli Greenland A/S to the Group.
3. March GL
During the year, the Company raised an invoice of USD 1,906,971 (2024: £nil) to March GL in consideration for the Farm-Out, proposed sale of equipment (Note 17) and recharge of expenditure incurred.
March GL is deemed a related party, as Robert Price, at the point in the time that the binding joint venture agreement was executed, was a director and shareholder of March GL and a director of the Company's subsidiary; Hydrogen Valley Ltd.
As at 31 December 2025, USD 1,256,971 (£933,018) was outstanding (2024: £nil).
4. Directors (Subsidiary) Loans
Working Capital Advance Assignment
During the year the Company acquired 100% of the share capital of Hydrogen Valley from the directors of the company: Robert Price, Girolamo Mazziotta and Mark Frascogna (the "Former Shareholders" or "Hydrogen Valley Directors").
Prior to the acquisition, the directors had advanced working capital funding to Hydrogen Valley totalling £380,000 (the "Working Capital Advance"). As part of the acquisition arrangements for Stage 3, the Company was deemed to have paid the consideration for the shares by way of the assignment of the Working Capital Advance from the subsidiary to the Former Shareholders.
Accordingly, the directors assigned all rights and interests in the Working Capital Advance to the Company, and the balance became payable by the Company to the Hydrogen Valley Directors. At 31 December 2025, the balance due to directors in respect of this arrangement amounted to £380,000 (2024: £nil).
Other Loans
In addition, during the year Hydrogen Valley Directors provided further funding to the company in the form of cash advances to support the Hydrogen Valley and Greenswitch's working capital and operational requirements.
The balances owed to each director as at 31 December 2025 are as follows:
|
|
Working Capital Advance Assignment £ |
Other loans £ |
Total Loan £ |
|
Girolamo Mazziotta |
38,000 |
(10) |
37,990 |
|
Mark Frascogna |
171,000 |
10,997 |
181,997 |
|
Robert Price |
171,000 |
7,321 |
178,321 |
|
|
380,000 |
18,308 |
398,308 |
Under the terms of the arrangement, the balances are unsecured, non-interest bearing and not repayable on demand.
On 27 October 2025, Robert Price and Girolamo Mazziotta resigned from Hydrogen Valley but the loans remain as directors loans given their nature.
5. Loan to Employee Benefit Trust (the "Trustee")
In order to establish the Employee Benefit Trust, on 1 August 2025, the Company and Trustee entered into a loan agreement where the Company advanced an interest free loan totalling £39,356 to the Trustee, repayable on demand. In conjunction with the loan agreement, the Company recommended that the Trustee utilise the loan to subscribe for 393,557,018 new ordinary shares in the Company at £0.0001 per share. The shares were held in treasury as at 31 December 2025 (Note 22).
36. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
37. Events after the reporting date
On 30 January 2026, the Company issued 16,000,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.35p per warrant, raising gross proceeds of £56,000. On the same date, the Company issued a further 13,435,493 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.27p per warrant, raising gross proceeds of £ 36,276.
On 4 February 2026, the Company issued 10,000,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.27p per warrant, raising gross proceeds of £27,000.
On 10 February 2026, the Company granted 240,000,000 options over Ordinary Shares. The details of the options vesting period and exercise prices are noted below. All options have exercise periods of 4 years from vesting date.
· 60,000,000 of these vested immediately, with an exercise price of 2p.
· 60,000,000 of these vest 10 August 2027, with an exercise price of 4p
· 60,000,000 of these vest 10 February 2028, with an exercise price of 6p
· 60,000,000 of these vest 10 February 2028, with an exercise price of 8p.
On 19 February 2026, 190,000,000 Ordinary Shares of the Company were transferred from the Employee Benefit Trust to certain Directors of the Company, as detailed below:
|
Director |
Number of shares received |
|
Roderick McIllree |
90,000,000 |
|
Troy Whittaker |
20,000,000 |
|
Eric Sondergaard (1) |
80,000,000 |
(1) Eric Sondergaard resigned from the Company on 10 February 2026.
On 26 February 2026, the Company issued 2,500,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.3p per warrant, raising gross proceeds of £7,500.
On 19 March 2026, the Company issued 50,000,000 Ordinary Shares of 0.01p, following the exercise of options. The exercise price was 0.35p per option, raising gross proceeds of £175,000. On the same date, the Company issued a further 2,500,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.3p per warrant, raising gross proceeds of £7,500.
On 27 March 2026, 80 Mile completed the acquisition of an additional 2.18% minority stake in White Flame, increasing its ownership to 98.82%.The consideration was satisfied through the allotment of 6,513,349 new Ordinary Shares in 80 Mile at a price of 0.9191 pence per share.
On 21 May 2026, the Group announced the establishment of a new Employee Benefit Trust ("EBT") scheme for use as an incentive plan for its current and future directors and employees and subsequently issued 237,000,000 Ordinary Shares of £0.0001 each in the Company to the EBT.
On 21 May 2026, the Company granted 210,000,000 options over Ordinary Shares. The details of the options vesting period and exercise prices are noted below. All options have exercise periods of 4 years from vesting date.
· 105,000,000 of these vest on 21 May 2028, with an exercise price of 10p.
· 105,000,000 of these vest on 21 May 2028, with an exercise price of 12p.
For further information please visit http://www.80mile.com or contact:
|
|
80 Mile plc |
|
|
Ewan Leggat / Caroline Rowe / Devik Mehta |
SP Angel Corporate Finance LLP |
+44 (0) 20 3470 0470 |
|
Harry Ansell / Katy Mitchell / Andrew de Andrade |
Zeus Capital Limited (Joint Broker) |
+44 (0) 20 3829 5000 |
|
Megan Ray / Said Izagaren / Matt Bowld |
BlytheRay |
+44 (0) 20 7138 3204 80mile@blytheray.com |
About 80 Mile Plc
80 Mile Plc is listed on London's AIM market under the ticker 80M, the Frankfurt Stock Exchange under the symbol S5WA, and traded on the U.S. OTC Market under the ticker BLLYF. 80M is an exploration and development company focused on Hydrocarbons and High-Grade Critical Metal projects in Greenland and an industrial gas and biofuels business in Italy. 80 Mile offers both portfolio and commodity diversification focused on hydrocarbons, base and precious metals, while expanding into sustainable fuels and clean energy solutions in Tier 1 jurisdictions. 80 Mile's strategy is centred on advancing key projects while creating value through partnerships and strategic acquisitions.
80 Mile's Jameson Project covers 8,429km across three licences in East Greenland and represents one of the world's largest remaining untapped gas and liquids-rich basins. An independent 2025 assessment by Sproule ERCE estimated the basin contains 13.03 billion barrels (P10) of recoverable oil, with 80 Mile's retained interest equating to 3.9 billion barrels. In 2025, a milestone agreement with March
GL (to be renamed Greenland Energy Co, NASDAQ: GLND) enabled plans for two fully funded 3,500-metre drill holes in the second half of 2026, after which GLND will earn a 70% interest in the Jameson Project, leaving 80 Mile with 30%.
The Disko-Nuussuaq Project, located in West Greenland, covering a district-scale 3,020km area. Disko is recognised as a world-class geological setting for copper, nickel, cobalt and PGEs, with potential for a Tier-1 nickel-copper discovery analogous to Siberia's Norilsk Nickel District. The project features multiple walk-up drill targets and which includes seven large, high-priority geophysical anomalies. In late 2025, the company entered into a JV agreement with USFM Corporation under which USFM will fund US$30 million in drilling-related expenditure, including US$10 million in summer 2026, to accelerate drilling and resource definition at Disko. The funding structure will allow 80 Mile to retain operational leadership during the project's critical early stages.
The Dundas Project, located on Greenland's northwest coast, is recognised by independent bodies as the world's highest-grade ilmenite project and the second-largest titanium occurrence globally after Russia. The area hosts high-purity ilmenite, the primary mineral for titanium. Dundas has a JORC-compliant Mineral Resource of 117 million tonnes at 6.1% ilmenite, with further upside highlighted by a late-2024 maiden exploration target of up to 540 million tonnes of additional ilmenite-bearing material. A recent survey by Geological Survey of Denmark and Greenland further impresses on the prospectivity of the area with an estimate of up to 17 billion tonnes (non-JORC) of pure ilmenite within the broader province. With a completed bankable feasibility study and all exploitation permits in place, the project is positioned as a major near-term revenue opportunity for 80 Mile as the company seeks development partners.
80 Mile, through 100% ownership of Hydrogen Valley Ltd, is advancing the Greenswitch Ferrandina Plant in Basilicata, Italy. This fully integrated chemical facility is undergoing final maintenance to commence production of biofuels and Sustainable Aviation Fuel (SAF). Strategically located near the Port of Taranto and within a Special Economic Zone (SEZ), the plant is poised to contribute significantly to Europe's energy transition by producing up to 50,000 tonnes of biodiesel annually, with plans for green hydrogen production. The facility's advanced infrastructure and strategic location underscore 80 Mile's commitment to sustainable energy solutions and regional economic development that supports development.
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