Full Year 2025 Results

Summary by AI ^BETAClose X

ACG Metals Limited reported robust financial performance for the full year 2025, with revenue reaching $135.6 million and Adjusted EBITDA of $76.3 million, reflecting strong margins and cash generation. The company achieved gold equivalent production of 39.2 koz, exceeding guidance, and reduced C1 cash costs by 18% to $499 per ounce AuEq. Significant progress was made on the Gediktepe Sulphide Expansion Project, which remains on schedule and within budget for mid-2026 copper and zinc concentrate production. The company ended the year with a cash balance of $145.1 million and net debt of $55 million, supported by a $200 million senior secured bond issuance and a $16 million equity raise.

Disclaimer*

Risk Summary	Potential impact on the Group	Mitigating factors	Change in the year before mitigation factors
HEALTH AND SAFETY RISK The mining operation has inherent risk. Additionally, the location of the mine, and potential political and social issues may arise which could affect the safety of the workforce. As 2025 was a year of transition with increased number of personnel and contractors on site due to the sulphide expansion, this risk is considered higher compared to the prior year.	· Poor management of our workforce impacts on our community and reputation. · Non-compliance with regulations can result in financial loss such as litigation consequences and imposition of fines, loss of production due to injury or fatality, and withdrawal of mining licenses.	· Health and safety policies and procedures are implemented. Adherence to this is taken very seriously by management. · Training is held regularly and is rigorously monitored. · Dedicated professional personnel monitor and ensure we comply with laws and regulations.	h
PROSPECTIVE TARGETS The Group aims to complete a series of acquisitions toward becoming a premier copper supplier. Identifying and evaluating prospective targets carries inherent risk of the target's valuation, financial health, operational stability and challenges, market, and regulatory uncertainty. While the Group maintains an active pipeline review process, no potential targets advanced to final stages during 2025. Consequently, the associated risk exposure is lower than in 2024.	· One or more shortfalls of any inherent risk factors could result in an acquisition with insufficient or negative returns, loss of market confidence in the Group, operational disruptions, opportunity costs on better targets, and legal and compliance issues. · Any due diligence conducted by the Group in connection with an acquisition may not have revealed all the liabilities and risks of the target, which could have a material adverse effect on the Group's financial condition or results of operations. · The Group may not be able to raise sufficient funds (debt or equity) to fund an acquisition. · If the Group is able to complete another acquisition, there can be no assurance that the Group will be successful in executing its strategy or business plan in the future, which could materially adversely affect the Group and its Shareholders.	· In evaluating prospective acquisition targets, the Group conducts thorough due diligence which encompasses, among other things, meetings with incumbent management and key employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that is explicitly or otherwise made available to the Group. These processes ensure that the risk to shareholders' capital is mitigated to the extent these processes are able to identify additional risks. · The Group is well-equipped with a diverse and well-experienced leadership and advisory team from around the globe. The Group utilises the team's ongoing support and direction on ongoing target evaluations. · The Group has retained the services of consultants and third-party advisors who, together with the Directors and management, will work to negotiate and execute an acquisition in an effective manner, with the aim of minimising these concerns.	i
COMMODITY RISK The Group's revenues and profitability are significantly influenced by fluctuations of metal prices, particularly gold, silver and once commercial, copper and zinc, which experienced higher volatility in 2025 compared to prior year.	A fall in the commodity price could lead to a significant reduction of revenue and by extension, cashflows.	The management team frequently tracks trends in the commodity price and reviews hedging options to limit exposure.	h
FOREIGN CURRENCY RISK Foreign exchange risk arises from adverse movements in currency exchange rates. Operating internationally exposes the Group to currency fluctuations, especially between the US Dollar (USD) and the Turkish Lira (TRY). Gediktepe's operational currency is denominated in Turkish Lira whereas the Group's functional and reporting currency is the US Dollar. The Turkish Lira is subject to volatility which needs to be managed.	Devaluations on the US Dollar/Turkish Lira exchange rate could affect future cash flows at an operational level and on corporate financing.	· With revenues generated in USD and operating costs incurred in TRY, the Group is able to mitigate the effects of currency devaluation and maintain adequate cash flow. · The management team tracks currency fluctuations and can exercise hedging options to limit exposure and manage the treasury function.	-
COUNTRY RISK Turkey is located in a region that has been subject to ongoing political and security concerns, especially in recent years. Political uncertainty within Turkey and in certain neighbouring and nearby countries, has historically been one of the potential risks associated with investment in Turkey. Turkey has from time to time experienced volatile political and social conditions. Political considerations may again influence interest rates and monetary policy in the future.	A failure of the Turkish Authorities, Central Bank and/or the Turkish Treasury to implement effective policies might adversely affect the Turkish economy and thus have a material adverse effect on the Group's business, financial condition and results of operations.	Gediktepe is in good standing with local authorities and agencies, and the Group maintains a good relationship with the former owner of Gediktepe, who can support and advise on the Turkish fiscal and social climate.	-
LIQUIDITY RISK Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group manages this risk by maintaining adequate cash reserves, monitoring cash flow forecasts, and ensuring access to diverse funding sources. The Group aims to align the maturity profiles of financial assets and liabilities to prevent liquidity shortfalls. The Group has available debt facilities and equity contributions to address liquidity shortfalls. To further the exploration and advancement of Gediktepe, the Group accessed capital through a covenant restricted bond placement in January 2025 and an oversubscribed equity raise in November 2025, underscoring its ability to draw on multiple funding channels.	· Failure to manage financing requirements may lead to a breach of bond terms. · Cost of debt may rise which restricts access of additional funding.	· Management has implemented minimum internal liquidity measures and cash flow procedures to track liquidity and identify shortfalls. · The Group's ability to manage corresponding risks such as commodity and currency fluctuations will impact liquidity.	h
MINERAL RESOURCES AND RESERVES Estimates of Mineral Resources and Ore Reserves involve significant judgement, and assumptions which may prove unreliable. Testing of samples may not be representative of the entire population, and actual production conditions may hinder recovery or economic value. Similarly, exploration and mine development provide no guarantee of mineral discovery or the ability to transition the discovery to an operating state. This guarantee extends to securing permits and licenses.	· Exploration efforts may prove costly and unfruitful. · Production output along with market price conditions for gold and silver, may not translate into profitability.	· The Group has a well-experienced and knowledgeable technical team to exercise judgement and expertise ion determining the accuracy of resources available. This extends to the production team who has managed the mining process for many years. · Exploration and development activities are evaluated by both internal and externally qualified parties, and the next stage of activity is determined and reviewed comprehensively before approvals are given.	-

Companies

Acg Acquisition Company Limited Cls A Npv (DI) (ACG)

UK 100

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Operating KPI		FY 2025	FY 2024²
Safety	LTIF	0.66	-
Ore Processed	t	354,472	801,600
Average Gold Grade	g/t	2.56	2.53
Average Silver Grade	g/t	94	71.8
Gold Equivalent Production	oz	39,188	55,374
Gold Sales	oz	32,884	49,165
Silver Sales	oz	570,870	670,130
Gold Equivalent Sales	oz	39,416	57,072
Realised Gold Price	$/oz	3,321	2,387
Realised Silver Price	$/oz	37.69	28.56
C1 Cash Costs	$/oz AuEq	499	606
All-in Sustaining Costs (AISC)	$/oz AuEq	1,244	1,139

Financial KPI (US$ million)	FY 2025	Consolidated 2024²
Revenue	135.6	57.7
Adjusted EBITDA³	76.3	13.0
Year-End Cash Balance	145.1	9.7
Net Assets	49.8	58.3


Holder	Shareholding	Voting rights
Lidya Madencilik Sanayi ve Ticaret A.S.	7,112,072	31%
ACP II Trading LLC ("ACP")	6,577,969	30%

	2025	2024*
Revenue from operations	135,584	57,745
Share based payments	5,144	1,050
Operating profit	63,013	4,785
Fair value movements on warrants	50,377	8,472
Fair value movements on Polimetal contingent consideration	30,783	-
Finance Income	23,655	1,104
Finance Expense	31,918	4,388

Board members	Audit Committee	Sustainability and Technical Committee	Remuneration and Nomination Committee	Transaction Committee
Mark Cutis	X		X
Hendrik Johannes Faul	X	X	X	X
Fiona Paulus	X	X	X
Mustafa Aksoy		X		X
Maarten Terlouw				X
Michael R. Pompeo

	Board meetings	Audit Committee	Sustainability and Technical Committee	Remuneration Committee	Nomination Committee	Transaction Committee	Special Committee
Number of meetings held	5	5	2	1	1	3	1

QCA Principle	Current Level of Compliance	Explanation & Future Action
Principle 5 - Embed effective risk management, internal controls and assurance activities	Partially complied with	The Group has a robust risk management framework and committee oversight; however, the management is continuing to formalise and enhance the review of internal control processes and assurance activities to strengthen governance and oversight as the Group expands.
Principle 6 - Maintain the Board as a well-functioning, balanced team led by the chair	Partially complied with	The roles of CEO and Chairman are currently combined to streamline leadership and align governance with execution during the Group's early growth phase. While this structure ensures continuity, we acknowledge that the QCA Code recommends separating these roles to maintain independent oversight. The Board will revisit this structure as the Group matures and scales, with the intention to separate the roles in due course. Further information is sought on the expected time commitment for each Director and any limitations on external appointments.
Principle 8 - Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement	Partially complied with	Board performance is reviewed; however, the evaluation process is conducted internally without formalised performance metrics. There is currently no disclosure on outcomes or follow-up actions. The Group intends to enhance its evaluation process by introducing a formal framework and considering an external review as the Board evolves.
Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders	Partially complied with	While shareholder engagement is actively maintained through announcements and meetings, the Company intends to enhance its governance reporting over time, including (as appropriate) clearer disclosure of AGM voting outcomes and strengthening the mechanisms used to capture and respond to minority shareholder feedback. The Company has chosen not to include a separate Audit Committee report in this Annual Report. The Board believes that, at the Company's current stage of development, the preparation of a standalone report would not add substantive value for shareholders. Relevant information on financial reporting oversight and risk management is instead integrated within the Corporate Governance section. This approach will be reviewed annually.
Diversity Policy (related to Principle 7)	Not in place	The Company does not currently have a formal Board or management diversity policy in place due to the early stage of development. A formal diversity policy will be introduced as the Group expands, to support Board composition and talent development in alignment with ESG objectives.

	Artem Volynets	Fiona Paulus	Mark Cutis	Hendrik Faul	Marteen Terlouw	Mustafa Aksoy	Michael Pompeo
Fixed Pay	797,823	105,000	105,000	105,000	102,000	102,000	100,000
Total Fixed Pay	797,823	105,000	105,000	105,000	102,000	102,000	100,000
Other Pay	458,333	-	-	-	-	-	-
Total remuneration	1,256,156	105,000	105,000	105,000	102,000	102,000	100,000

Impact of the Sulphide Expansion Project
Key audit matter description	As noted in the Strategic Report, a key focus of the Group in 2025 was the Sulphide Expansion Project, aimed at converting the Gediktepe mine into a long-life copper and zinc concentrate producer, with targeted completion by the middle of 2026. The key areas of the financial statements affected by this project include: Property, plant, and equipment As disclosed in Note 13 the Sulphide Expansion Project has resulted in significant capital additions in 2025, and these assets now represent the majority of the Group's property, plant and equipment balance. As capital expenditure is highly material, audit risks exist in relation to: · Classification and measurement of capital additions in the period, including the capitalisation of borrowing costs under IAS 23. · Estimates and judgements in respect of the useful economic lives of the existing oxide assets, some of which will continue to be used in the sulphide development phase. Rehabilitation provisions As disclosed in Note 17 movements in the provision in 2025 related to additional costs for the Sulphide Expansion Project and a reassessment of the quantum and timing of closure costs for the Oxide facilities. As disclosed in Note 2.19, the valuation of the rehabilitation provision is highly judgemental, and audit risks exist in relation to: · Estimates of future rehabilitation costs and timing of such costs. Going concern and impairment The Sulphide Expansion Project is expected to contribute significantly to the Group's cashflows, financial performance and outlook in 2026 and future periods as disclosed in note 2.1.1. Given the reliance on the Sulphide Expansion Project for viability of the group, audit risks exist in relation to: · The reliability of the financial model used by management in its going concern and impairment assessments. · Estimates and judgements made in respect of the inputs to the model, including, but not limited to, the ability to complete the project, the timing of start of commercial production, future production levels and operating costs and commodity prices. The Sulphide Expansion Project is considered to be a key audit matter due to the number of financial statement areas impacted, that have been identified as significant and higher assessed risks, and its overall significance to the financial statements as a whole.
How the matter was addressed in the audit	Audit procedures performed included: Property, plant, and equipment · Performing substantive testing on a sample of additions to property, plant and equipment by agreeing items to supporting documentation. · Auditing management's calculation of borrowing costs capitalised under IAS 23. · Challenging management's assessment of the impact of the current mine plan on useful economic lives, the commencement of commercial production and related depreciation and amortisation charges. · Visiting the Polimetal mine in Turkey to corroborate existence of the Sulphide Expansion Project assets and assess the consistency of the accounting treatment adopted by management with our observations on-site. Rehabilitation provisions · Engaging an auditor's expert to review mine closure reports commissioned by management to confirm the appropriateness of the methodology and key assumptions and inputs. Going concern and impairment · Engaging an auditor's expert in financial modelling to assess the mathematical accuracy and internal consistency of the financial model. · Auditing significant inputs to the model with reference to mine plan forecasts for production, actual and forecast commodity prices based on published prices and other supporting information. · Completing sensitivity analysis on key judgements such as the timing of commencement of commercial Sulphide production.
Key observations	Based on our audit procedures, we concluded that the recognition and measurement of property, plant and equipment and rehabilitation provisions were appropriate. We did not identify a material uncertainty in respect of going concern.

	2025	2024
Overall materiality	$3,000,000	$3,000,000
Basis for determining overall materiality	Overall materiality represented 4% of adjusted EBITDA	Overall materiality represented 1.5% of total assets
Rationale for benchmark applied	Following the acquisition of Polimetal in 2024, the group results include a full year of operations. The trading results will directly influence both the share price and also future dividend earning potential and therefore adjusted EBITDA (defined as operating profit, adjusted to add back depreciation, amortisation and share based payments) is deemed the most appropriate benchmark for users and is reported by management as a key metric.	Entity made its first acquisition in the period - primary focus of investors expected to be on the assets acquired, represented by total assets, which will generate future revenue and profits.
Performance materiality	$1,950,000	$2,000,000
Basis for determining performance materiality	65% of overall materiality	65% of overall materiality
Reporting of misstatements to the Audit Committee	Misstatements in excess of $150,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds.	Misstatements in excess of $150,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds.

Legislation / Regulation		Additional audit procedures performed by the Group audit engagement team and component auditors included:
IFRS		Review of the financial statement disclosures and testing to supporting documentation Completion of disclosure checklists to identify areas of non-compliance
Tax compliance regulations		Inspection of advice received from internal / external tax advisors Inspection of correspondence with local tax authorities Input from a tax specialist was obtained regarding the approach to auditing Turkish tax
Environmental regulations; Health and safety regulations; Anti-bribery and corruption laws		Enquiry of internal and external legal advisors Inspection of policies and procedures, internal reports and minutes of the meetings of the Board, Committees and management

		Year ended	Year ended
		31 December	31 December
		2025	2024
		$000	$000
Revenue		135,584	57,745
Cost of Sales	6	(57,134)	(33,704)
Gross Profit		78,450	24,041

General administrative expenses	6	(12,430)	(18,507)
Share-based payments	26	(5,144)	(1,050)
Other income from operating activities	5	2,137	301
Operating profit	6	63,013	4,785

Finance income	7	23,655	1,104
Finance expense	7	(31,918)	(4,388)
Fair value loss on derivative liabilities	8	(51,956)	(8,472)
Fair value loss on contingent consideration	8	(30,783)	-
Fair value gain on deferred consideration	8	1,026	-
Loss before tax on continuing operations		(26,963)	(6,971)

Tax expense	9	(16,417)	(6,118)
Loss for the year		(43,380)	(13,089)

Other Comprehensive income
Actuarial losses on employee benefit scheme		(247)	(27)

Other Comprehensive income		(247)	(27)

Total Comprehensive Loss		(43,627)	(13,116)

Loss per Share - basic and diluted	10	(2.04)	(1.58)

	Issued share capital	Share-based payment reserve	Share subscription advances and sponsor loans	Other equity reserve	Other comprehensive income reserve	Accumulated losses	Total
	$000	$000	$000	$000	$000	$000	$000
Balance as at 1 January 2025	90,897	366	-	10,963	(27)	(43,888)	58,311

Profit / (loss) for the year	-	-	-	-	-	(43,380)	(43,380)
Other Comprehensive income not recognised in profit / (loss)
Other movements in Other Comprehensive Income	-	-	-	-	(247)	-	(247)

Total comprehensive loss for the year			-		(247)	(43,380)	(43,627)

Transactions with owners recorded directly in equity
Settlement of warrants through issuance of ordinary shares	14,933	-	-	-	-	-	14,933
Issue of 1,128,614 ordinary A shares - SART	15,040	-	-	-	-	-	15,040
Share-based payments	-	5,144	-	-	-	-	5,144

Balance as at 31 December 2025	120,870	5,510	-	10,963	(274)	(87,268)	49,801

	Issued Share capital	Share Premium	Share based payment reserve	Share subscription advances and sponsor loans	Other Equity Reserve	Other comprehensive income reserve	Accumulated losses	Total
	$000	$000	$000	$000	$000	$000	$000	$000
Balance as at 1^st January 2024	2,031	-	-	15,425	10,963	-	(28,665)	(246)
Profit / (loss) for the year	-	-	-	-	-	-	(13,089)	(13,089)
Other Comprehensive income not recognised in profit / (loss)
Other movements in Other Comprehensive Income	-	-	-	-	-	(27)	-	(27)
								-
Total comprehensive profit for the year	-	-	-	-	-	(27)	(13,089)	(13,116)

Transactions with owners recorded directly in equity
Share based payment - LTIP scheme	684		-	-	-	-	-	684
Issue of 6,646,796 ordinary A shares to Lidya	39,881		-	-	-	-	-	39,881
Issue of 7,715,659 ordinary A shares - Other investors	43,979		-	-	-	-	-	43,979
Issue of 721,102 ordinary A shares - EIP Scheme	-		366	-	-	-	-	366
Sponsor loan received	-		-	3,250	-	-	-	3,250
Fair value adjustment on initial recognition of liability	-		-	2,134	-	-	(2,134)	-
Issue of 758,207 ordinary A shares - Sponsor debt for equity	4,322		-	(3,989)	-	-	-	333
Sponsor loan reclassified to debt	-		-	(16,820)	-	-	-	(16,820)

Balance as at 31 December 2024	90,897		366	-	10,963	(27)	(43,888)	58,311

			Year ended	Year ended
			31 December 2025	31 December 2024
	Notes		$000	$000
Cash flows from operating activities
Loss for the year			(43,380)	(13,116)
Adjustments for:
Finance income	7		(23,655)	(1,104)
Finance costs	7		31,918	4,388
Loss on warrants	8		50,377	-
Depreciation and amortisation	13		8,098	7,229
Share-based payment	26		5,144	1,050
Tax expense	9		16,417	6,118
Fair value changes in contingent consideration	8		30,783	8,472
Fair value changes in deferred consideration	8		(1,026)	-

Adjustments to reconcile profit / (loss)			118,056	26,153

Working capital adjustments
(Increase) / Decrease in inventory	19		(7,355)	2,797
(Increase) / Decrease in trade and other receivables	20		882	(7,001)
Increase / (Decrease) in trade and other payables	22		8,331	20,448
Increase / (Decrease) in provisions	17		796	45

Taxes paid	9		(11,932)	(8,023)

Changes in working capital			(9,278)	8,240

Net cash inflows from operating activities			65,398	21,277

Cash flows from investing activities
Interest income	7		23,655	1,104
Consideration acquisition of Polimetal		16	(5,813)	(80,979)
Purchase of property, plant and equipment		13	(91,312)	(2,513)
Purchase of intangible assets		14	(115)	156

Net cash outflow from investing activities			(73,585)	(82,232)

Cash flows from financing activities
Proceeds from issue of ordinary share capital		25	15,889	46,294
Share issue costs		24	(849)	-
Redemption of public shares			-	(739)
Sponsor loans received			-	3,250
Sponsor loan repaid		23	(14,131)	(3,250)
Proceeds from issuance of bonds		23	200,000	37,500
Bond issuance cost paid		23	(6,787)	-
Bond interest paid		23	(14,750)	-
Repayment of other loans		23	(26,302)	(13,776)
Interest on other loans paid		23	(2,002)	-
Net cash inflows from financing activities			151,068	69,279

Net increase in cash and cash equivalents			142,881	8,324
Cash and cash equivalents at the beginning of the year			9,675	1,454
Exchange gains/(losses) on cash and cash equivalents			(7,421)	(103)
Cash and cash equivalents at the end of the year			145,135	9,675

New standard or amendment	Effective date
Amendments to IFRS 9 and IFRS 7 (Classification & Measurement)	1^st January 2026
Contracts Referencing Nature-dependent Electricity (IFRS 9 & IFRS 7)	1^st January 2026
IFRS 18 Presentation and Disclosure in Financial Statements	1^st January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures	1^st January 2027

	Useful lives
Land improvements	8-10 years
Buildings	10 years
Machinery and equipment	4-24 years
Motor vehicles	4-7 years
Furniture and fixtures	1-24 years
Leasehold improvements	2-5 years

31 December 2025	Total	Up to 3 Months	Between 3 and 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
Trade payables	22,518	22,518	-	-	-	-
Other payables	15,638	15,638	-	-	-	-
Redeemable public share liabilities	25	-	25	-	-	-
Contingent consideration	49,314	-	-	30,961	18,353	-
Loans and borrowings	303,250	14,750	29,500	29,500	229,500
Undiscounted financial liabilities	390,745	52,906	29,525	60,461	247,853	-

31 December 2024	Total	Up to 3 Months	Between 3 and 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
Trade payables	17,678	17,678	-	-	-	-
Other payables	7,107	7,107	-	-	-	-
Redeemable public share liabilities	25	-	25	-	-	-
Derivative financial instruments	14,890	-	14,890
Sponsor loans	14,806	-	14,806	-	-	-
Traxys loan	26,036	26,036	-	-	-	-
Deferred consideration	6,839	-	6,839	-	-	-
Contingent consideration	65,119	-	-	-	17,749	47,370
Undiscounted financial liabilities	152,500	50,821	36,560	-	17,749	47,370

Categories of financial assets	31 December 2025	31 December 2024
	$000	$000
Trade and other receivables	3,541	8,098
Deposits paid for plant and equipment	23,033	-
Cash and cash equivalents	145,135	9,675
Total current financial assets at amortised cost	171,709	17,773

Categories of financial liabilities at amortised cost	31 December 2025	31 December 2024
	$000	$000
Trade payables	22,518	17,678
Other payables	7,571	7,107
Trade and other payables	30,089	24,785

Current loans and borrowings	13,849	39,611
Non-current loans and borrowings	194,542	-
Loans and borrowings	208,391	39,611

Total financial liabilities at amortised cost	238,480	64,396

Categories of financial liabilities at fair value	31 December 2025	31 December 2024
	$000	$000
Derivatives	50,541	14,890
Contingent consideration	46,334	15,551
Deferred consideration	-	6,839
Total financial liabilities at fair value	96,875	37,280

	Receivables				Bank deposits
31 December 2025	Trade receivables		Other receivables
	Related party	Third party	Related party	Third party
Maximum net credit risk as of balance sheet date (A+B+C+D+E) (*)				3,565	145,135
- The part of maximum risk under guarantee with collateral	-	-	-	-	-
A. Net book value of financial assets that are neither overdue nor impaired				3,565	145,135
B. Net book value of financial assets that are renegotiated	-	-	-	-	-
C. Net book value of financial assets that are overdue but not impaired	-	-	-	-	-
- The part of maximum risk under guarantee with collateral	-	-	-	-	-
D. Net book value of impaired asset	-	-	-	-	-
- Overdue (gross net book value)	-	-	-	-	-
- Impairment (-)	-	-	-	-	-
- The part of net value under guarantee with collateral etc.	-	-	-	-	-
- Undue (gross net book value)	-	-	-	-	-
- Impairment (-)	-	-	-	-	-
- The part of net value under guarantee with collateral	-	-	-	-	-
E. Credit Risk of the Statement of Financial Position	-	-	-	-	-



	TL	EUR	AUD	GBP
1. Monetary financial assets	3,133,326	-	2	-
2. Trade receivables	-	-	-	-
3. Other receivables	2,501	-	-	-
4. Other current assets	1,690	-	10	66
5. Current assets (1+2+3+4)	3,137,517	-	12	66
6. Other receivables	4,291	-	-	-
7. Non-current assets (6)	72,000	-	-	-
8. Total assets (5+7)	3,213,808	-	12	66
9. Trade payables	293,935	156	-	209
10. Other payables	19,892	-	-	-
11. Other current liabilities	-	-	-	-
12. Current liabilities (9+10+11)	313,827	156	-	209
13. Total liabilities	313,827	156	-	209
14. Net foreign currency (liability) / asset (8-13)	2,899,981	(156)	12	(143)



	TL	EUR	AUD	GBP
1. Monetary financial assets	134,617	-	-	-
2. Trade receivables	-	-	-	-
3. Other receivables	1,541	-	-	-
4. Other current assets	8	-	15	-
5. Current assets (1+2+3+4)	136,166	-	15	-
6. Other receivables	3,170	-	-	-
7. Non-current assets (6)	3,170	-	-	-
8. Total assets (5+7)	139,336	-	15	-
9. Trade payables	100,720	117	122	257
10. Other payables	12,623	-	-	-
11. Other current liabilities	-	-	-	-
12. Current liabilities (9+10+11)	113,343	117	122	257
13. Total liabilities	113,343	117	122	257
14. Net foreign currency (liability) / asset (8-13)	25,993	(117)	(107)	(257)

	2025	2025
	+10%	-10%
	$000	$000
TL denominated net assets / liabilities	6,766	(6,766)
EUR denominated net assets / liabilities	(19)	(19)
Other currency denominated net assets / liabilities	(50)	(50)
Total	6,697	(6,697)

Revenues
	2025	2024
	$000	$000
Sale of Goods	135,584	57,745
Total	135,584	57,745

Operating profit
Europe	78,154	20,365
Rest of world	(15,141)	(15,580)
Total operating profit	63,013	4,785

Non-current assets
Europe	267,788	186,217
Rest of world	-	-
Total non-current assets	267,788	186,217

Operating profit
Operational	81,515	24,099
Corporate	(18,502)	(19,314)
Total operating profit	63,013	4,785

Non-current assets
Operational	267,788	186,217
Corporate	-	-
Total non-current assets	267,788	186,217

Full Year 2025 Results

Summary by AI BETAClose X

PERFORMANCE HIGHLIGHTS

CHAIR'S REVIEW

CFO STATEMENT

STRATEGIC REPORT

Full Year 2025 Gediktepe operational performance

Growth projects and strategic progress

Outlook

DIRECTOR'S REPORT

1. Principal activities and business review

2. Directors and Board

3. Corporate governance statement

4. Dividends

5. Results for the year

7. Post balance sheet events

8. Principal risks and uncertainties

9. Responsibility Statement of the Directors in respect of the Annual Report and Financial Statements

10. Going concern and Viability

CORPORATE GOVERNANCE

QCA CORPORATE GOVERNANCE REPORT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

FINANCIAL RISK MANAGEMENT

DIRECTORS' REMUNERATION REPORT

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ACG METALS LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate information

2. Accounting policies

3. Financial Risk Management

4. Revenue and segmental information

5. Other income from operating activities

6. Operating Profit

7. Finance income and finance expenses

8. Net fair value gains/losses

9. Income tax

10. Loss per share

11. Adjustment to Business Combination

12. Other non-current assets

13. Property, plant and equipment

14. Intangible assets

15. Employee benefits

16. Deferred and contingent consideration

17. Provisions

18. Subsidiary undertakings

19. Inventories

20. Trade and other receivables

21. Cash and cash equivalents

22. Trade and other payables

23. Loans and borrowings

24. Derivative financial liabilities

25. Share capital

26. Share-based payment reserve

27. Other reserves

28. Related Party Transactions

29. Commitments and contingencies

30. Events after the reporting date

31. Ultimate controlling party

OFFICERS AND ADVISERS

GLOSSARY OF TERMS

Companies

UK 100

Latest directors dealings

Summary by AI ^BETAClose X

Costs of sales of gold and silver	(57,134)	(33,704)
Gross Profit	78,450	24,041

	2025	2024
Basic and diluted
Loss for the period and earnings used in basic & diluted EPS ($000)	(43,380)	(13,089)
Weighted average number of shares used in basic and diluted EPS	21,280,595	8,290,049
Loss per share (US$)	(2.04)	(1.58)

Item	As previously reported	Adjustment	Restated
	$000	$000	$000

Consideration transferred	178,853	(12,607)	166,246
Assets acquired and liabilities assumed	(135,973)	-	(135,973)
Goodwill	42,880	(12,607)	30,273

	Total consideration at the measurement date	Total consideration at the acquisition date
Consideration	$000	$000
Cash	84,000	84,000
Shares issued to Lidya	39,881	39,881
Working capital (deferred consideration)	6,839	6,839
Lidya's debts to Polimetal	15,638	15,638
Copper price bonus (contingent consideration)	15,551	15,551
Copper discovery bonus (contingent consideration)	-	12,607
Warrants issued to Lidya	1,994	1,994
Royalty liabilities assumed from seller	2,343	2,343
	----------------	----------------
Total Consideration	166,246	178,853
	==========	==========

																Fair value at acquisition date and at measurement date
Assets acquired and liabilities assumed																$000
Mining license																102,670
Property, plant, and equipment																45,196
Intangible assets																50
Related party (Lidya) debt																15,638
Other non-current assets																335
Inventories																16,053
Trade and other receivables																850
Cash and cash equivalents																3,021
Asset retirement obligation																(12,455)
Non-current liabilities																(525)
Non-current litigation																(878)
Deferred tax																(22,957)
Trade and other payables																(11,025)
Contingent consideration
																----------------
Total net assets acquired																135,973
																==========
																==========

	Land	Land Improvements	Buildings	Plant & Machinery	Motor Vehicle	Fixtures & Fittings	Assets Under Construction	Mining assets	Total
	$000	$000	$000	$000	$000	$000	$000	$000	$000
Cost
At 1 January 2024	-	-	-	-	-	-	-	-	-
Acquired	2,695	3,832	2,912	21,401	783	1,577	6,134	5,862	45,196
Additions	-	326	-	1,374	-	253	560	-	2,513
Disposals	-	-	-	-	-	-	-	(156)	(156)
At 31 December 2024	2,695	4,158	2,912	22,775	783	1,830	6,694	5,706	47,553
Additions	-	-	35	99	-	190	79,213	4,154	83,691
Disposals	-	-	-	-	(35)	(3)	-	-	(38)
Transfer	-	-	-	(108)	-	(272)	380	-	-
At 31 December 2025	2,695	4,158	2,947	22,766	748	1,745	86,287	9,860	131,206
Accumulated Depreciation
At 1 January 2024
Charge for the year	-	176	167	1,013	110	122	-	2,764	4,352
At 31 December 2024	-	176	167	1,013	110	122	-	2,764	4,352
Charge for the year	-	603	500	3,279	302	393	2	3,028	8,107
Depreciation on disposals	-	-	-	-	(35)	(1)	-	-	(36)
At 31 December 2025	-	779	667	4,292	377	514	2	5,792	12,423
Net book value
At 31 December 2024	2,695	3,982	2,745	21,762	673	1,708	6,694	2,942	43,201

At 31 December 2025	2,695	3,379	2,280	18,474	371	1,781	85,665	4,068	118,783

	Goodwill	Mining License	Rights, software and licenses	Total
	$000	$000	$000	$000
Cost
Balance at 1 January 2024
Acquired through business combination	30,273	102,670	50	132,993
	---------------	---------------	---------------	---------------
At 31 December 2024	30,273	102,670	50	132,993
Additions	-	-	115	115
Remeasurement of provisions in relation to recognized intangible assets	-	(4,636)	-	(4,636)
	---------------	---------------	---------------	---------------
At 31 December 2025	30,273	98,034	165	128,472
	---------------	---------------	---------------	---------------
Accumulated amortisation
Balance at 1 January 2024	-	-	-	-
Charge for the year	-	2,852	25	2,877
	---------------	---------------	---------------	---------------
At 31 December 2024	-	2,852	25	2,877
Charge for the year	-	-	27	27
	---------------	---------------	---------------	---------------
At 31 December 2025	-	2,852	52	2,904
	---------------	---------------	---------------	---------------
Net book value as at 31 December 2025	30,273	95,182	113	125,568
	===========	===========	===========	===========
Net book value as at 31 December 2024	30,273	99,818	25	130,116
	===========	===========	===========	===========

Movement on provision for ARO	2025	2024
	$000	$000
At 1 January 2025	12,506	-
Acquired	-	12,455
Additions	2,315	-
Interest expense	-	207
Revaluation at year end	(4,636)	(156)
At 31 December 2025	10,185	12,506

Movement on acquired contingent liability for legal costs	2025	2024
	$000	$000
At 1 January 2025	878	-
Additions	70	878
At 31 December 2025	948	878

Movement on provision for employee benefits	2025	2024
	$000	$000
At 1 January 2025	433	-
Acquired	-	393
Costs	308	31
Payments	(18)	(3)
Interest expense	105	28
Foreign exchange gain	(109)	(16)
At 31 December 2025	719	433