Final Results & Notice of AGM
Summary by AI BETAClose X
Jangada Mines plc / EPIC: JAN.L / Market: AIM / Sector: Mining
30 June 2026
Jangada Mines plc
('Jangada' or 'the Company')
Final Results
& Notice of AGM
Jangada Mines plc (AIM:JAN), a Brazil-focused natural resources company, is pleased to announce the publication of its audited results for the year ended 31 December 2025 and Notice of Annual General Meeting ('AGM'), which will be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP, on 6 August 2026 at 11:00 a.m.
A copy of the Notice of AGM, together with the Annual Report, will be posted to shareholders where appropriate and will be available on the Company's website: www.jangadamines.com.
OVERVIEW
· Successfully repositioned Jangada as a Brazilian gold-focused exploration and development company.
· Established a portfolio of two high-grade Brazilian gold projects with a combined estimated ~400,000 oz Au (Molly: 130,000 oz JORC; Paranaíta: ~265,000 oz non-JORC).
· Targeting near-term resource growth and development through focused exploration in two established Brazilian gold provinces.
· Molly Gold Project is rapidly evolving into one of the most compelling gold-polymetallic discoveries in Brazil - drilling results expected.
· Paranaita scalability and potential demonstrated from results of initial exploration/ drilling campaign.
· Strong treasury means planned development work at Molly and Paranaita is fully funded.
· Foundations in place, strategically, operationally, and financially, represent an excellent platform for a material re-rating of the Company.
CHAIRMAN'S REPORT
Since my last report to shareholders, Jangada has undergone a significant transformation following a strategic repositioning of the business. During the year, the Company completed the acquisition of a 33.3% interest in MT Gold Mineração Ltda, providing Jangada with exposure to the Paranaíta Gold Project and marking the first acquisition under the Company's strategic shift towards gold. Our focus is now firmly on the identification and acquisition of high-quality gold assets that offer both near-term revaluation potential and a credible pathway to production. Through this strategy, we aim to build a focused, value-driven Brazilian gold producer.
We are currently involved with two gold projects being advanced with a cumulative estimated inferred resource of c.400,000 oz Au: the Molly Gold Project, located in the Tapajós Gold Province (130,000 oz Au JORC), and the Paranaíta Gold Project, situated in the Alta Floresta-Juruena Gold Province (estimated 265,000 oz Au non JORC). Both high-grade projects provide exposure to highly prospective gold districts with strong development potential.
In addition, we continue to maintain our Pitombeiras Vanadium Titanomagnetite Project, which remains a promising asset, particularly given its exposure to a favourable basket of commodities and the long-term demand outlook for energy storage related minerals.
Strategic Shift to Gold
As shareholders will be aware, the Board made the strategic decision during 2025 to reposition the Company to focus on gold. This transition reflects both the strength of our relationships and expertise in Brazil and our conviction that focused, well-capitalised gold companies operating in Tier-1 mining jurisdictions offer some of the most compelling value-creation opportunities in the current market.
Our strategy is straightforward: to build a portfolio of high-quality gold assets in Brazil with strong geological fundamentals, attractive acquisition economics, and clear pathways to resource growth and production. We are targeting shallow, high-grade, data-rich projects located in established mining districts that offer the potential for rapid value enhancement through focused exploration and development. Key acquisition criteria include low upfront entry costs, existing exploration or resource data, open-pittable mineralisation, and significant district-scale upside. Since adopting this strategy, we have remained disciplined in applying these criteria and have successfully executed on our objectives.
Project Portfolio
The Company now has interests in two gold projects that align with its investment strategy and acquisition criteria, the Molly Gold Project and Paranaíta Gold Project, both of which are being advanced. In addition, we continue to maintain the Pitombeiras Vanadium-Titanomagnetite Project, which remains a valuable asset within our portfolio.
Paranaíta Gold Project
The 7,211-hectare Paranaíta Gold Project, in which we hold a 33.3% interest with an option to increase to 50.1%, was our first acquisition following the strategic shift implemented in August 2025. Located in the prolific Alta Floresta-Juruena Gold Province of Mato Grosso, Brazil, the project represents a compelling high-grade, open-pittable gold opportunity, advanced by a team of experienced Brazilian geologists with extensive regional expertise.
At acquisition, Paranaíta carried an internally generated resource estimate of approximately 210,000 oz Au grading 3.165 g/t, compliant with the Comissão Brasileira de Recursos e Reservas standards across two priority zones: TP2, hosting c.106,600 oz at a high-grade 16.65 g/t Au, and TP3.2, containing c.34,600 oz at 1.35 g/t Au. These are two of five high-priority targets identified along an 8-kilometre east-west mineralised corridor that hosts more than 15 known high-grade gold occurrences, with historical sampling returning results of up to 135 g/t Au. More than US$2 million of prior exploration data underpins the project, enabling a cost-efficient approach to our own programme.
Exploration commenced in September 2025, with an initial programme encompassing 3,100 metres of trenching, geophysical and topographic surveys, and an 1,800-metre diamond drilling campaign was launched with the objective of growing the resource under the JORC code and delivering a Preliminary Economic Assessment for an open-pit operation targeting approximately 20,000 oz Au per annum.
Trenching delivered early results that were both confirming and encouraging. Results returned grades of up to 4.3 g/t Au and confirmed a north-east to south-west trending mineralised structure extending over more than 800 metres of strike length and to depths of up to 100 metres at the TP2 target. Additional prospective targets were also identified across the wider project area.
Stage 1 diamond drilling was completed post period in January 2026, comprising a 10-hole, 1,100-metre programme focused on the TP2 target. The best results included: DDJG25-05: 1.32 metres at 43.61 g/t Au; DDJG25-02: 11.20 metres at 0.83 g/t Au, including 0.85 metres at 3.13 g/t Au and 4.45 metres at 0.60 g/t Au; DDJG25-06: 0.41 metres at 6.41 g/t Au; and DDJG25-03: 0.60 metres at 3.16 g/t Au. These results confirmed the prospectivity of TP2 and provided a solid geological and structural foundation for further drilling. The mineralisation remains open both laterally and at depth, and the interception of 43.61 g/t Au on the western section of TP2 is a particularly significant result that increases our confidence in the scalability of this target.
Working closely with our project partners GE21, and our comprehensive desktop review complete, we have confirmed a large-scale hydrothermal gold system comprising both structurally controlled high-grade vein-hosted and disseminated mineralisation, significantly enhancing the project's exploration potential. The confirmation of a 1.2-kilometre mineralised corridor at TP2, the first of five priority high-grade targets identified across the Project is highly encouraging and we believe there is potential to add more than 50,000 oz of inferred gold resources from TP2 alone, supplementing the existing 210,000 oz Au resource base.
Importantly we have also developed a stronger understanding of the Project's geology and structural controls, substantially de-risking the exploration model. The close correlation between geological mapping, drilling results, artisanal workings and geophysical anomalies is highly encouraging, especially given the identification of more than 20 artisanal pits across the project area. We are now planning airborne geophysics, ground geophysics, and diamond drilling to support target refinement and further resource growth opportunities.
The Molly Gold Project
The 6,656.2-hectare Molly Gold Project, located in the highly prospective Tapajós Gold Province of Pará State, represents precisely the type of asset our strategy demands: high-grade, shallow, historic data, an existing JORC-compliant resource and compelling historical drill data.
The project hosts an initial JORC (2004) Inferred Resource of 130,000 oz Au from 2.1 million tonnes at 2 g/t Au at a 0.5 g/t cut-off, with gold mineralisation extending from near surface to depths of approximately 150 metres over a strike length of around 400 metres. Historical drilling has returned outstanding intercepts including, inter alia, 6.5 metres at 10.5 g/t Au and 1 metre at 200 g/t Au, clearly indicating the high-grade character of the system. A three-dimensional geological model demonstrates that the identified mineralisation represents only a portion of a larger structure, with geophysical data pointing to significant further potential.
Its location is both important and exciting. The Tapajós Gold Province places it within one of Brazil's most significant and historically productive gold regions. The province has yielded an estimated 20 - 30 million ounces of alluvial gold. The belt hosts Serabi Gold's operations at Palito, a narrow-vein orogenic gold system producing 30,000-40,000 ounces per annum, whose geological characteristics, structurally controlled quartz veining, associated sulphide mineralisation and a polymetallic gold-silver-copper signature, are directly comparable to the style of mineralisation being defined at Molly.
As part of the initial acquisition agreement, we immediately mobilised a drilling contractor and commenced Phase 1 of a diamond drilling campaign at the Molly 1 and Molly 2 targets. 13 holes had been drilled for a total of 2,076 metres, with the programme subsequently expanded to approximately 2,480 metres. A critically important result of this work was the confirmation that every single hole drilled intersected quartz veining and/or disseminated sulphides, the characteristic host for gold in this style of mineralisation. This consistent geological response across the entire programme is a highly encouraging indicator of a mineralised system with real continuity and scale.
Reflecting the Board's confidence in Molly's prospectivity we have already exercised our option to acquire, in stages and subject to fulfilment of work commitments and cash/share payments, 100% of the project. First results from the drilling have been returned, confirming eastward continuity at the Molly 1 occurrence with results including 20.70 g/t Au over 0.5 metres, alongside a new discovery at the Molly 2 prospect with 3.11 g/t Au over 0.87 metres. These findings reinforce the interpretation of a polymetallic corridor that remains open on multiple fronts. The thin high-grade veins and grade variance are symptomatic of the regional geology and are in line with and complement the existing high grade historic drill results.
Beyond the Molly 1 and Molly 2 targets the licence hosts compelling district-scale prospectivity that is yet to be systematically tested. Most notably, the multi kilometre Boomerang target, contains a dense concentration of historical artisanal mining pits across its entire extent, regarded as surface expression of widespread, high-grade gold mineralisation at depth. The sheer volume and distribution of these workings is considered strong evidence of a substantial gold source, and the target's scale sets it apart as a potentially transformational opportunity within the licence.
The Molly Gold Project is rapidly evolving into one of the most compelling gold-polymetallic discoveries in Brazil. It is very typical of the thin high-grade vein projects that are in production across the Tapajós Gold Belt. Accordingly, we have commenced our Phase 2 exploration programme designed to refine our geological understanding, expand known mineralised zones and generate new targets across the wider licence area.
The programme includes a 10-hole 1,100-metre diamond drilling campaign, focused on testing high-grade mineralisation at Molly 1 and evaluating the western and southern extensions of the Molly 2 mineralised corridor. This will be complemented by a 350 line-kilometre Mag-drone survey to provide detailed structural and lithological information across the project area, including the multi-kilometre Boomerang, Molly 1, Molly 2 and Vivi targets. In addition, a 20.8 line-kilometre ground induced polarisation (IP) survey is being undertaken over the Molly 2 and Vivi targets to identify sulphide-bearing zones and potential extensions to the known mineralised systems. Following completion of the above, a further 8-hole diamond drilling programme, comprising approximately 1,400 metres, will be initiated to test priority anomalies identified at Vivi and Molly 2, while also targeting deeper mineralisation at Molly 1 and additional extensions of the Molly 2 corridor. Together, these programmes are designed to significantly advance our understanding of the mineralising system and support the project's long-term growth potential.
Pitombeiras Vanadium Titanomagnetite Project
Jangada retains 100% ownership of the Pitombeiras Vanadium Titanomagnetite ('VTM') Project, located in Ceará State, northeast Brazil. The project has a robust technical foundation, including a NI 43-101-compliant mineral resource estimate of 5.1 million tonnes of measured and indicated resources at 0.46% V2O5, 9.04% TiO2 and 46.06% Fe2O3, plus an inferred resource of 3.16 million tonnes at 0.44% V2O5 and 9.00% TiO2. A technical report published in 2022 confirmed a post-tax NPV of US$96.5 million, an IRR of 100.3% and a 13-month payback period, with no legal, technical or geological impediments to mine development.
As previously communicated, the Board elected not to actively prioritise Pitombeiras. Nevertheless, it represents a meaningful optionality asset on the Company's balance sheet, and we will continue to assess the most appropriate route to crystallise its value, whether through a joint venture, farm-out, or other structure. It provides exposure to commodities with strong long-term demand fundamentals, particularly vanadium, which is expected to benefit from growing adoption of grid-scale battery storage and energy transition technologies.
Financing and Balance Sheet
The Board has been active and disciplined in its approach to capital management, ensuring the Company has the resources required to execute its exploration agenda.
In August 2025, the Company completed a placing to raise £800,000 at 0.6 pence per share, with one warrant issued per placing share exercisable at 1 pence for a period of two years from admission. Proceeds were directed primarily to fund the initial Paranaíta exploration programme and to accelerate trenching and geological work at the project. The warrant structure was used to raise the net fundraising price while reducing dilution.
In September 2025, we monetised our remaining holding in Blencowe Resources PLC, selling approximately 5.76% in the graphite developer to raise capital for our gold strategy. In February 2026, we completed a further placing of £1.2 million at 1.4 pence per share, with one warrant issued per placing share exercisable at 2.25 pence for a period of two years from admission. The proceeds were directed primarily at funding the Phase 1 drilling programme at Molly and ongoing work at Paranaíta, as well as general working capital.
At 31 December 2025, the Group held cash reserves of $1.77 million. The Board continually considers capital efficiency and the importance of directing the maximum proportion of funds into the ground. Our model of acquiring assets at low cost with exploration milestones linked to consideration, and our partnership approach with experienced in-country teams, ensures that our project capital is efficiently deployed.
Other Non-Core Investments
The Company holds a 7.8% equity interest in Fodere Titanium Limited, which is developing technology to produce titanium dioxide and vanadium from waste materials using energy-efficient processing methods. During the year, progress on the underlying project remained limited and development activity was largely suspended. While management of Fodere continues to pursue funding and strategic opportunities to advance the project, uncertainty remains regarding the timing and prospects for commercialisation. Following a review of the investment's carrying value, the Directors have determined that it is appropriate to fully impair the investment in the current year.
Outlook
The period ahead is one of the most exciting in Jangada's history. We enter it with two high-quality gold projects, a strengthened balance sheet, an experienced operational team in Brazil, and a gold market that continues to provide an exceptionally supportive backdrop for quality exploration and development stories.
At Molly, we expect continued progress, an updated resource estimate, and Phase 2 drilling and exploration work to maintain strong momentum. At Paranaíta, the focus shifts to the geological modelling and design of the next drilling phase, with resource expansion and JORC conversion as clear near-term milestones. The Company also continues to evaluate additional project opportunities in line with its stated investment criteria, and the Board remains open to value-accretive additions to the portfolio where the right asset presents itself.
I believe the foundations we have put in place, strategically, operationally, and financially, represent an excellent platform for a material re-rating of the Company. At current valuations, we believe the market has yet to fully recognise the potential of what we are building. With the news flow expected in the coming months, we look forward with confidence and remain firmly focused on delivering value for all shareholders.
B K McMaster
Executive Chairman
29 June 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Year ended |
Year ended |
|
|
|
2025 |
2024 |
|
|
|
$'000 |
$'000 |
|
Gain/(loss) on fair value of investment |
12 |
473 |
(269) |
|
(Loss)/profit on disposal of investment |
12 |
(252) |
10 |
|
Impairment of investment (Fodere) |
|
(859) |
- |
|
Directors' remuneration |
9 |
(380) |
(368) |
|
Foreign exchange loss |
|
(147) |
(30) |
|
Administration expenses |
10 |
(656) |
(545) |
|
Operating loss from continuing operations
|
|
(1,821) |
(1,202) |
|
Finance expense |
6 |
- |
(1) |
|
Loss before tax |
|
(1,821) |
(1,203) |
|
Tax expense |
7 |
- |
- |
|
Loss from continuing operations |
|
(1,821) |
(1,203) |
|
Other comprehensive income: |
|
|
|
|
Items that will or may be reclassified to profit or loss: |
|
|
|
|
Currency translation differences arising on translation of foreign operations |
|
(46) |
(306) |
|
Total comprehensive loss |
|
(1,867) |
(1,509) |
|
Loss attributable to: |
|
|
|
|
Equity holders of the parent |
|
(1,812) |
(1,203) |
|
Non-controlling interest |
|
(9) |
- |
|
|
|
(1,821) |
(1,203) |
|
Total comprehensive loss attributable to: |
|
|
|
|
Equity holders of the parent |
|
(1,851) |
(1,509) |
|
Non-controlling interest |
|
(16) |
- |
|
|
|
(1,867) |
(1,509) |
|
|
|
|
|
|
Loss per from continuing operations and total loss attributable to ordinary equity holders |
|
Cents |
Cents |
|
- Basic (cents) |
8 |
(0.43) |
(0.47) |
|
- Diluted (cents) |
8 |
(0.43) |
(0.47) |
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
|
|
|
As at |
As at |
|
|
|
2025 |
2024 |
|
Assets |
|
$'000 |
$'000 |
|
Non-current assets |
|
|
|
|
Exploration and evaluation assets |
11 |
6,469 |
1,031 |
|
Property, plant and equipment |
|
1 |
2 |
|
Investments |
12 |
67 |
1,868 |
|
|
|
6,537 |
2,901 |
|
Current assets |
|
|
|
|
Other receivables |
13 |
16 |
1 |
|
Cash and cash equivalents |
|
1,768 |
66 |
|
|
|
1,784 |
67 |
|
Total assets |
|
8,321 |
2,968 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade payables |
15 |
101 |
174 |
|
Accruals and other payables |
14 |
72 |
239 |
|
Total liabilities |
|
173 |
413 |
|
|
|
|
|
|
Issued capital and reserves attributable to owners of the parent |
|
|
|
|
Share capital |
16 |
372 |
135 |
|
Share premium |
16 |
9,365 |
5,959 |
|
Translation reserve |
|
(458) |
(834) |
|
Share based payment reserve |
17 |
29 |
665 |
|
Fair value reserve |
|
- |
38 |
|
Retained earnings |
|
(4,517) |
(3,408) |
|
Non-controlling interest |
18 |
3,357 |
- |
|
Total equity |
|
8,148 |
2,555 |
|
Total equity and liabilities |
|
8,321 |
2,968 |
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
|
|
|
As at |
As at |
|
|
|
2025 |
2024 |
|
Assets |
|
$'000 |
$'000 |
|
Non-current assets |
|
|
|
|
Investment in subsidiary |
19 |
3,754 |
1,782 |
|
Investments |
12 |
67 |
1,868 |
|
|
|
3,821 |
3,650 |
|
Current assets |
|
|
|
|
Other receivables |
13 |
13 |
1 |
|
Cash and cash equivalents |
|
1,687 |
39 |
|
|
|
1,700 |
40 |
|
Total assets |
|
5,521 |
3,690 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade payables |
15 |
101 |
174 |
|
Accruals and other payables |
14 |
67 |
238 |
|
Total liabilities |
|
168 |
412 |
|
|
|
|
|
|
Issued capital and reserves attributable to owners of the parent |
|
|
|
|
Share capital |
16 |
372 |
135 |
|
Share premium |
16 |
9,365 |
5,959 |
|
Translation reserve |
|
(1,139) |
(1,347) |
|
Option reserve |
17 |
29 |
665 |
|
Retained earnings |
|
(3,274) |
(2,134) |
|
Total equity |
|
5,353 |
3,278 |
|
Total equity & liabilities |
|
5,521 |
3,690 |
The loss for the year dealt with in the accounts of the parent company, Jangada Mines plc, was $1,805k (2024: loss of $1,118k). As permitted under Section 408 of the Companies Act 2006, no Income Statement or Statement of Comprehensive Income is presented for the parent company.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Year ended |
Year ended |
|
|
|
2025 |
2024 |
|
Cash flows from operating activities |
|
$'000 |
$'000 |
|
Loss before tax |
|
(1,821) |
(1,203) |
|
Adjustments for: |
|
|
|
|
Depreciation |
|
1 |
1 |
|
Loss/(gain) on sale of investment |
|
252 |
(10) |
|
Non-cash fair value (gain)/loss on investments |
|
(473) |
269 |
|
Non-cash exchange differences |
|
147 |
1 |
|
Share based payment expense |
|
29 |
- |
|
Impairment of Fodere investment |
|
859 |
- |
|
Operating cash flows before working capital changes |
|
(1,007) |
(942) |
|
Increase in other receivables |
|
(15) |
(1) |
|
Increase in trade and other payables1 |
|
259 |
213 |
|
Net cash flows used in operating activities |
|
(763) |
(730) |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Development of exploration and evaluation assets |
|
(239) |
(11) |
|
Sale of shares in investment |
|
1,274 |
374 |
|
Cash and cash equivalents acquired upon acquisition of MT Gold |
|
2 |
- |
|
Cash consideration of MT Gold acquisition |
|
(337) |
- |
|
Net cash inflows (used in)/from investing activities |
|
700 |
363 |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Issue of shares, net of share issue costs1 |
|
1,797 |
- |
|
Net cash from financing activities |
|
1,797 |
- |
|
|
|
|
|
|
Net movement in cash and cash equivalents |
|
1,735 |
(367) |
|
Cash and cash equivalents at beginning of year |
|
66 |
414 |
|
Movements in foreign exchange |
|
(33) |
19 |
|
Cash and cash equivalents at end of year |
|
1,768 |
66 |
1 - Non-cash transactions: Consideration of £1.0 million in relation to the acquisition of MT Gold Mineração Ltda during the year was satisfied by the issue of new ordinary shares and, as a non-cash transaction, has been excluded from the cash flow statement. Cash consideration of £250,000 is included within investing activities. In addition, £350k of trade payables were settled by the issue of new ordinary shares and, as a non-cash transaction, has been excluded from the movement in trade and other payables.
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Year ended |
Year ended |
|
Cash flows from operating activities |
|
|
$'000 |
$'000 |
|
Loss before tax |
|
|
(1,805) |
(1,118) |
|
Adjustments for: |
|
|
|
|
|
Loss on sale of investment |
|
|
252 |
28 |
|
Non-cash fair value (gain)/loss on investments |
|
|
(473) |
241 |
|
Foreign exchange differences |
|
|
146 |
(9) |
|
Share based payment expense |
|
|
29 |
- |
|
Impairment of Fodere investment |
|
|
859 |
- |
|
Operating cash flows before working capital changes |
|
|
(992) |
(858) |
|
Increase in other receivables |
|
|
(12) |
- |
|
Increase in trade and other payables1 |
|
|
255 |
213 |
|
Net cash flows used in operating activities |
|
|
(749) |
(645) |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Loan to MT Gold |
|
|
(325) |
- |
|
Sale of shares in investments |
|
|
1,274 |
374 |
|
Cash consideration of MT Gold acquisition |
|
|
(337) |
- |
|
Net cash flow /from investing activities |
|
|
612 |
374 |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Issue of shares, net of share issue costs1 |
|
|
1,797 |
- |
|
Increase in related party borrowings |
|
|
- |
(78) |
|
Net cash from financing activities |
|
|
1,797 |
(78) |
|
|
|
|
|
|
|
Net movement in cash and cash equivalents |
|
|
1,660 |
(349) |
|
Cash and cash equivalents at beginning of year |
|
|
39 |
394 |
|
Movements in foreign exchange |
|
|
(12) |
(6) |
|
Cash and cash equivalents at end of year |
|
|
1,687 |
39 |
1 - Non-cash transaction: Consideration of £1.0 million in relation to the acquisition of MT Gold Mineração Ltda during the year was satisfied by the issue of new ordinary shares and, as a non-cash transaction, has been excluded from the cash flow statement. Cash consideration of £250,000 is included within investing activities. In addition, £350k of trade payables were settled by the issue of new ordinary shares and, as a non-cash transaction, has been excluded from the movement in trade and other payables.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Share |
Share |
Translation |
Fair Value |
Option |
Retained |
Non-cont-rolling |
Total |
|
|
capital |
premium |
reserve |
reserve |
reserve |
earnings |
interest |
equity |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2024 |
135 |
5,959 |
(528) |
38 |
709 |
(2,249) |
- |
4,064 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
(1,203) |
- |
(1,203) |
|
Other comprehensive income |
- |
- |
(306) |
- |
- |
- |
- |
(306) |
|
Total comprehensive loss for the year |
- |
- |
(306) |
- |
- |
(1,203) |
- |
(1,509) |
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
Share options expired |
- |
- |
- |
- |
(44) |
44 |
- |
- |
|
Total transactions with owners |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2024 |
135 |
5,959 |
(834) |
38 |
665 |
(3,408) |
- |
2,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
(1,812) |
(9) |
(1,821) |
|
Other comprehensive income |
- |
- |
(39) |
- |
- |
- |
(7) |
(46) |
|
Total comprehensive loss for the year |
- |
- |
(39) |
- |
- |
(1,812) |
(16) |
(1,867) |
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
Share capital issued |
237 |
- |
- |
- |
- |
- |
- |
237 |
|
Share premium, net of share issue costs |
- |
3,406 |
- |
- |
- |
- |
- |
3,406 |
|
NCI recognised on obtaining control of MTG |
- |
- |
- |
- |
- |
- |
3,373 |
3,373 |
|
Share based payment expense |
- |
- |
- |
- |
29 |
- |
- |
29 |
|
Share options expired |
- |
- |
- |
- |
(665) |
665 |
- |
- |
|
Reclassification of reserve |
- |
- |
- |
(38) |
- |
38 |
- |
- |
|
Effect of foreign exchange |
- |
- |
415 |
- |
- |
- |
- |
415 |
|
Total transactions with owners |
237 |
3,406 |
415 |
(38) |
(636) |
703 |
3,373 |
7,460 |
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2025 |
372 |
9,365 |
(458) |
- |
29 |
(4,517) |
3,357 |
8,148 |
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Share |
Share |
Translation |
Option |
Retained |
Total equity |
|
|
|
capital |
Premium |
reserve |
reserve |
earnings |
attributable to owners |
|
|
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2024 |
135 |
5,959 |
(1,300) |
709 |
(1,060) |
4,443 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
(1,118) |
(1,118) |
|
|
Other comprehensive income |
- |
- |
(47) |
- |
- |
(47) |
|
|
Total comprehensive income for the year |
- |
- |
(47) |
- |
(1,118) |
(1,165) |
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
Share options expired |
- |
- |
- |
(44) |
44 |
- |
|
|
Total transactions with owners |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2024 |
135 |
5,959 |
(1,347) |
665 |
(2,134) |
3,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
(1,805) |
(1,805) |
|
|
Other comprehensive income |
- |
- |
36 |
- |
- |
36 |
|
|
Total comprehensive loss for the year |
- |
- |
36 |
- |
(1,805) |
(1,769) |
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
Share capital issued |
237 |
- |
- |
- |
- |
237 |
|
|
Share premium, net of share issue costs |
- |
3,406 |
- |
- |
- |
3,406 |
|
|
Share based payment expense |
- |
- |
- |
29 |
- |
29 |
|
|
Share options expired |
- |
- |
- |
(665) |
665 |
- |
|
|
Effect of foreign exchange |
- |
- |
172 |
- |
- |
172 |
|
|
Total transactions with owners |
237 |
3,406 |
172 |
(636) |
665 |
3,844 |
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2025 |
372 |
9,365 |
(1,139) |
29 |
(3,274) |
5,353 |
|
NOTES TO THE FINANCIAL STATEMENTS
For the YEAR ended 31 DECEMBER 2025
|
1. |
General information |
The Company is a public limited company limited by shares, incorporated in England and Wales on 30 June 2015 with the registration number 09663756 and with its registered office at Eastcastle House, 27/28 Eastcastle Street, London W1W 8DH.
The nature of the Company's operations and its principal activities are set out in the Strategic Report and the Report of the Directors on pages 4 and 13 respectively.
|
2. |
Accounting policies |
Basis of preparation and going concern basis
The company has changed its reporting framework from EU-adopted IFRS to UK-adopted IAS; however, there is no impact on the financial statements as the applicable standards under both frameworks are aligned, resulting in no changes to recognition, measurement, or disclosure. These financial statements have been prepared on a historical cost basis in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) adopted by the UK and with the requirements of the Companies Act 2006 applicable.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The consolidated financial information is presented in United States Dollars ($).
The functional currency of the Brazilian subsidiaries is Brazilian Real. The functional currency of the Company is British Pounds Sterling (GBP). Amounts are rounded to the nearest thousand ($'000), unless otherwise stated.
The estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate was based, or as a result of new information or more experience. Such changes are recognised in the period in which the estimate is revised.
The Group's business activities together with the factors likely to affect its future development, performance and position are set out in the Strategic Report and the Report of the Directors on pages 4 to 13. In addition, note 4 to the Financial Statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.
|
|
|
Changes in accounting principles and adoption of new and revised standards
The Directors have reviewed all new and revised Standards that are relevant to the Group's operations and effective for the current reporting period.
The Directors have also reviewed all new Standards that have been issued but are not yet effective for the year ended 31 December 2025. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Group's business and, therefore, no change is necessary to the Group accounting policies.
The Group has decided against early adoptions of any new and amended accounting standards and interpretations that have been published in the current year. The Directors have assessed the potential impact on the financial statements from the adoption of these standards and interpretations and have determined that it is not material to the Group.
Going concern
The Financial Statements have been prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Directors have considered all relevant available information about the current and future position of the Group and Company, including the current level of resources and the required level of spending on exploration and evaluation activities. As part of their assessment, the Directors have also considered the funding options available to the Group should additional capital be required in the future. The Board regularly reviews market conditions, the Group's cash balance in alignment with the Company's forward commitments and shall where deemed necessary revise expenditure commitments, defer director payments and terminate short term contracts as a means of cash preservation.
|
|
|
The Group meets its working capital requirements from its cash and cash equivalents. The Company is pre-revenue, and to date the Company has raised finance for its activities primarily through equity financings.
The Directors note that, as is typical for an exploration company, the Group may seek additional funding in the future to support further exploration programmes and business development activities. However, based on the Group's current cash resources and forecast expenditure, the Directors have a reasonable expectation that the Group has sufficient resources to meet its obligations as they fall due throughout the assessment period.
The directors do not consider there to be a material uncertainty during the assessment period, which may cast significant doubt over the Group's ability to continue as a going concern. The directors therefore consider it appropriate to prepare the financial statements on a going concern basis.
Basis of Consolidation
Subsidiaries
The subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continues to be consolidated until the date that such control ceases. The Company has control over a subsidiary if all three of the following elements are present:
· Power over the investee,
· exposure to variable returns from the investee, and
· the ability of the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognized as an expense in the period in which the impairment is identified, in the Company accounts.
The financial information of the subsidiary is prepared for the same reporting year as the parent company, using consistent accounting policies and is consolidated using the acquisition method. Intra-group balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Non-controlling interests
Non-controlling interests are measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Thereafter, the carrying amount of non-controlling interests is adjusted to reflect their share of changes in the subsidiary's net assets.
Foreign currency
Transactions entered into by the Group in a currency other than the currency of its primary economic environment in which it operates (the "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences are taken to the Statement of Comprehensive Income.
Financial instruments
Financial instruments are measured as set out below. Financial instruments carried on the statement of financial position include cash and cash equivalents, trade and other receivables, investments, trade and other payables and loans to group companies.
Financial instruments are initially recognised at fair value when the group becomes a party to their contractual arrangements. Transaction costs directly attributable to the instrument's acquisition or issue are included in the initial measurement of financial assets and financial liabilities, except financial instruments classified as at fair value through profit or loss (FVTPL). The subsequent measurement of financial instruments is dealt with below.
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.
Fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities, for which fair value is measured or disclosed in the Financial Statements, are categorised within the fair value hierarchy, described as follows, based on the lowest-level input that is significant to the fair value measurement as a whole:
Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 - valuation techniques for which the lowest-level input that is significant to the fair value measurement is directly or indirectly observable; and
Level 3 - valuation techniques for which the lowest-level input that is significant to the fair value measurement is unobservable.
Financial assets
All the Group's financial assets are held within a business model whose objective is to collect contractual cash flows which are solely payments of principals and interest and therefore classified as subsequently measured at amortised cost. Group's financial assets include cash and cash equivalents, Company's financial assets include cash and other receivables. The Group assesses on a forward-looking basis, the expected credit losses, defined as the difference between the contractual cash flows and the cash flows that are expected to be received.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit and loss (FVTPL) or as other financial liabilities. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged or cancelled, or they expire.
Financial liabilities are classified at FVTPL when the financial liability is either held for trading or it is designated at FVTPL. A financial liability is classified as held for trading if it has been incurred principally for the purpose of repurchasing it in the near term or is a derivative that is not a designated or effective hedging instrument.
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability.
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Exploration and evaluation assets
The Group capitalises expenditure in relation to exploration and evaluation of mineral assets when the legal rights are obtained. 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 to evaluate the technical feasibility and commercial viability of extracting a mineral resource and other in country supporting activities. The Group capitalises staff costs of employees directly involved in the exploration activities of the Group except for employee share option charges.
Impairment of exploration and evaluation assets
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in profit or loss 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 of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Early stage exploration projects are assessed for impairment using the methods specified in IFRS 6.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. Whenever the exploration for and evaluation of mineral resources does not lead to the discovery of commercially viable quantities of mineral resources or the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to profit or loss.
Share based payments
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. Depending on the nature of the goods or services received and in accordance with the relevant accounting policy, the share-based payment expense is either recognised in profit or loss, capitalised as Exploration and Evaluation asset or recognised as deduction in share premium. A corresponding increase in the warrant reserve or share option reserve is also recognised.
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The grant date fair value of share-based payment awards granted to employees and others providing similar services is recognised in profit or loss, with a corresponding increase in the share options reserve, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Market vesting conditions are factored into the fair value of the award at grant date. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether market vesting conditions are satisfied.
The cumulative expense is not adjusted for failure to achieve a market vesting condition. When share-based payments awards are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital and the share premium account. The fair value of the awards exercised or forfeited prior to vesting and previously recognised in the share options reserve or warrants reserve is transferred to accumulated losses for capital maintenance purposes.
Taxation
The charge for current tax is based on the taxable income for the year. The taxable result for the year differs from the result as reported in the statement of comprehensive income because it excludes items which are not assessable or disallowed and it further excludes items that are taxable and deductible in other years. It is calculated using tax rates that have been enacted or substantially enacted by the statement of financial position date.
Deferred Taxes
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the audited consolidated balance sheet differs from its tax base. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Investments
Investments are carried at fair value with changes in the fair value recognised through profit or loss. Impairment losses and reversal of impairment losses are recorded in the profit or loss which is recognized as an expense in the period in which the impairment is identified.
Investments in subsidiaries
Investments in subsidiaries are recognised initially at cost and are subsequently carried at cost less any accumulated impairment losses. The carrying amount is reviewed for impairment whenever events or changes in circumstances indicate that it may not be recoverable.
3. |
Critical accounting estimates and judgements
|
The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting year and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates and judgements include, but are not limited to:
Judgements
Classification of MT Gold acquisition
The Directors exercised judgement in determining whether the acquisition of MT Gold Mineração Ltda constituted a business combination within the scope of IFRS 3 or an asset acquisition. In making this assessment, the Directors considered the nature of the acquired activities and assets, including whether substantive processes had been acquired. The Directors concluded that the acquisition did not meet the definition of a business and therefore accounted for the acquisition as an asset acquisition. Refer to Note 11.
The acquisition of MT Gold was accounted for an asset acquisition. The consideration transferred for the acquisition of the subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. Identifiable assets acquired and liabilities assumed in are measured initially at their fair values at acquisition date. These approximated the carrying values of the assets and liabilities of MT Gold. Acquisition related costs are expensed as incurred.
The excess of the implied value of the asset over the identifiable net asset is recognised in exploration expenditure.
Non-controlling interest in the acquiree is measured at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identifiable net asset.
MT Gold and VTF Licenses
The determination of the continuing validity and recoverability of the Group's mining and exploration licences involves significant judgement, particularly where licences have reached their formal expiry dates but remain subject to ongoing regulatory processes.
In respect of the VTF Mineração licence (800.235/2014), management has assessed that, although the licence formally expired in May 2024, the submission of a final exploration report prior to the deadline and its current "active" status with the Agência Nacional de Mineração (ANM) indicate that the licence remains valid while under regulatory review.
Similarly, for the MT Gold licence (866.612/2005), which expired in October 2023, management has concluded that the subsequent approval of the final exploration report in June 2024 and progression to the "right to apply for mining" stage support the continued recognition of the underlying rights.
These assessments are based on regulatory status, ongoing interactions with the ANM, and external legal advice. However, the ultimate outcome remains subject to regulatory approval, and therefore these judgements carry a degree of uncertainty which could impact the carrying value of the related assets.
Estimates and assumptions
Capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.
Factors which could impact the future recoverability include the level of proved, probable and inferred mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices and exchange rules.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.
In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.
To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made. Refer to note 11.
The recoverability of the Group's exploration and evaluation assets is dependent on the continued validity of the underlying licences and permits, the successful development of the relevant projects, and the availability of funding to progress exploration activities. The Directors are not aware of any matters that would indicate that the carrying value of these assets is not recoverable.
Investment in subsidiaries
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognized as an expense in the period in which the impairment is identified, in the Company accounts. Refer to note 19.
Share based payments
Share options issued by the Group relates to the Jangada Mines Plc Share Option Plan. The grant date fair value of such options is calculated using a Black-Scholes model whose input assumptions are derived from market and other internal estimates. The key estimates include volatility rates and the expected life of the options, together with the likelihood of non-market performance conditions being achieved. Refer note 18.
On exercise or cancellation of share options and warrants, the proportion of the share-based payment reserve relevant to those options and warrants is transferred from other reserves to the accumulated deficit. On exercise, equity is also increased by the amount of the proceeds received. The fair value is measured at grant date charged in the accounting year during which the option and warrants becomes unconditional.
The fair value of options and warrants are calculated using the Black-Scholes model, taking into account the terms and conditions upon which the options and warrants were granted. Vesting conditions are non-market and there are no market vesting conditions. These vesting conditions are included in the assumptions about the number of options and warrants that are expected to vest. At the end of each reporting year, the Company revises its estimate of the number of options and warrants that are expected to vest. The exercise price is fixed at the date of grant and no compensation is due at the date of grant.
Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of the goods and services received. Refer to note 17.
Judgements
Exploration and evaluation assets
The Directors have considered the criteria of IFRS 6 regarding the impairment of exploration and evaluation assets and have decided based on this assessment that there is no basis to impair the carrying value of its exploration assets at this time. Refer to note 11.
Classification of the MT Gold acquisition
The Directors exercised judgement in determining that the acquisition of MT Gold Mineração Ltda was an asset acquisition rather than a business combination. In making this assessment, the Directors considered the nature of the acquired activities and assets, including whether substantive processes had been acquired. The Directors concluded that the acquired set did not meet the definition of a business under IFRS 3 and therefore accounted for the transaction as an asset acquisition. Refer to note 11.
Control over MT Gold Mineração Ltda
The Directors exercised judgement in determining that the Group obtained control of MT Gold Mineração Ltda despite holding only a 33.3% equity interest. In making this assessment, the Directors considered the contractual governance arrangements, including the Group's rights to appoint a majority of the board of directors and direct the relevant activities of the entity. The Directors concluded that the Group has control for the purposes of IFRS 10 and has therefore consolidated MT Gold Mineração Ltda from the acquisition date. Refer to notes 11 and 19.
Unlisted investments
The Company is required to make judgements over the carrying value of investments in unquoted companies where fair values cannot be readily established and evaluate the size of any impairment required. It is important to recognise that the carrying value of such investments cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. Management's significant judgement is the determination of the appropriate carrying value of these investments based on the information available at the reporting date, including whether any impairment or reduction in fair value is required.
Further information on the Group's unquoted investments is provided in note 12.
|
4. |
Financial instruments - Risk Management |
The Company is exposed through its operations to the following financial risks:
· Credit risk;
· Liquidity risk;
· Fair value measurement risk; and
· Foreign exchange risk.
Credit risk
Credit risk arises from cash and cash equivalents and outstanding receivables. The Group maintains cash and short-term deposits with a variety of credit worthy financial institutions and considers the credit ratings of these institutions before investing in order to mitigate against the associated credit risk.
The Group's exposure to credit risk amounted to $1,784,000 (2024: $67,000). Of this amount, $1,768,000 represents the Group's cash holdings (2024: $66,000).
The directors monitor the utilisation of the credit limits regularly and at the reporting date does not expect any losses from non-performance by the counterparties.
Liquidity risk
In keeping with similar sized mining exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Group monitors its cash and future funding requirements through the use of cash flow forecasts.
The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments.
Fair value measurement risk
The following tables detail the Group's assets and liabilities measured or disclosed at fair value using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
- Level 3: Unobservable inputs for the asset or liability
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
The movement in level 1 investments during the year is made up of additions to investments of $Nil (PY: $Nil) and disposals of investments of $1,274k (PY: $Nil). There were no additions or transfers between levels during the financial year.
The movement in level 3 investments during the year is made up of the impairment of the investment in Fodere Titanium Limited ("Fodere"). |
|
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Brazilian Real, US Dollar and the Pound Sterling.
Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations that are denominated in a foreign currency. The Group holds a proportion of its cash in GBP and Brazilian Reals to hedge its exposure to foreign currency fluctuations and recognises the profits and losses resulting from currency fluctuations as and when they arise. The volume of transactions is not deemed sufficient to enter forward contracts.
|
|
As at |
As at |
|
|
31 December |
31 December |
|
|
|
2025 |
2024 |
|
|
|
$'000 |
$'000 |
|
|
Financial assets |
|
|
|
|
Cash and cash equivalents - at amortised cost |
1,768 |
66 |
|
|
Other receivables - at amortised cost |
16 |
1 |
|
|
Investments - at FVTPL |
67 |
1,868 |
|
|
Total financial assets |
1,851 |
1,935 |
|
|
|
|
|
|
|
Financial assets by currency |
|
|
|
|
Australian Dollar |
578 |
- |
|
|
Brazilian Real |
84 |
28 |
|
|
Canadian Dollar |
- |
39 |
|
|
Pound Sterling |
1,189 |
1,052 |
|
|
United States Dollar |
- |
816 |
|
|
Total financial assets |
1,851 |
1,935 |
|
Financial liabilities - at amortised cost |
|
|
|
Trade payables |
101 |
174 |
|
Accruals and other payables |
72 |
239 |
|
Total financial liabilities |
173 |
413 |
|
Financial liabilities by currency |
|
|
|
Australian Dollar |
- |
23 |
|
Brazilian Real |
5 |
- |
|
Pound Sterling |
168 |
390 |
|
|
173 |
413 |
The potential impact of a 10% movement in the exchange rate of the currencies to which the Group is exposed is shown below:
|
|
2025 |
2024 |
|
|
Foreign currency risk sensitivity analysis |
$'000 |
$'000 |
|
|
Australian Dollar |
Strengthened by 10% |
53 |
2 |
|
Australian Dollar |
Weakened by 10% |
(64) |
(3) |
|
Brazilian Real |
Strengthened by 10% |
8 |
(3) |
|
Brazilian Real |
Weakened by 10% |
(10) |
3 |
|
Canadian Dollar |
Strengthened by 10% |
- |
(4) |
|
Canadian Dollar |
Weakened by 10% |
- |
4 |
|
Pound Sterling |
Strengthened by 10% |
123 |
(60) |
|
Pound Sterling |
Weakened by 10% |
(151) |
74 |
|
|
|
|
|
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has only short-term trade payables and accruals at the reporting date and defines capital based on the total equity of the Group. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares to raise further funds from time to time.
There were no changes in the Company's approach to capital management during the year. The Company is not subject to externally imposed capital requirements.
General objectives, policies and processes
The board of directors has overall responsibility for the determination of the Company's risk management objectives and policies. The overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility.
Principal financial instruments
The principal financial instrument used by the Company, from which financial instrument risk arises, is related party borrowings.
|
5. |
Segment information |
The Company evaluates segmental performance on the basis of profit or loss from operations calculated in accordance with IFRS 8. In the Directors' opinion, the Group only operates in one segment being mining services. All non-current Exploration and evaluation assets have been generated in Brazil.
|
6. |
Finance expense |
|
||||||
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|||||
|
|
|
$'000 |
$'000 |
|||||
|
|
Interest expense |
- |
(1) |
|||||
|
|
Total finance expense |
- |
(1) |
|||||
|
|
|
|
|
|||||
|
7. |
Tax expense |
|
||||||
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||||
|
|
$'000 |
$'000 |
||||||
|
|
|
|
||||||
|
Loss on ordinary activities before tax |
(1,821) |
(1,203) |
|
|||||
|
|
|
|
|
|||||
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) |
(455) |
(301) |
|
|||||
|
|
|
|
|
|||||
|
Effects of: |
|
|
|
|||||
|
Unrelieved tax losses carried forward |
455 |
301 |
|
|||||
|
|
|
|
|
|||||
|
Total tax charge for the year |
- |
- |
|
|||||
Factors that may affect future tax charges
Apart from the losses incurred to date, there are no factors that may affect future tax charges. At the year end, $5,370,000 (2024: $4,915,000) of cumulative estimated unrelieved tax losses arose in Brazil and the United Kingdom, which could be utilised in the foreseeable future but do not currently meet the criteria for the recognition of an asset because over the uncertainty over when they will be able to realise profits that could be used against these losses
|
8. |
Loss per share |
|
|
|
||||||||||||
|
|
31 December 2025 |
31 December 2024 |
|
|||||||||||||
|
|
|
|
$'000 |
$'000 |
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Loss for the year |
|
|
(1,821) |
(1,203) |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Weighted average number of shares (basic & diluted) |
419,106,730 |
258,602,032 |
|
|||||||||||||
|
Potential diluted weighted average number of shares |
425,606,730 |
289,602,032 |
|
|||||||||||||
|
|
||||||||||||||||
|
Loss per share - basic & diluted (US 'cents) |
|
(0.43) |
|
(0.47) |
|
|||||||||||
There have been no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements.
As the group is in a net loss position, potential dilutive instruments are excluded from diluted EPS because including them would reduce the loss per share.
|
9. |
Staff costs and directors' remuneration |
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
Monetary |
Share |
|
|
|
|
remuneration |
Options1 |
Total |
Total |
|
|
Year ended 31 December 2025 |
Year ended 31 December 2025 |
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
|
|
|
|
|
|
|
Brian McMaster |
238 |
- |
238 |
230 |
|
Luis Mauricio Azevedo3 |
80 |
- |
80 |
77 |
|
Nicholas von Schirnding |
64 |
- |
64 |
61 |
|
Hugo de Salis2 |
6 |
29 |
35 |
- |
|
|
388 |
29 |
417 |
368 |
1 - Refer to note 17 for options details.
2 - Mr de Salis was appointed as a director on 24 November 2025 and provided consultancy services to the Company prior to his appointment. The figures in this table exclude c.$71k of consultancy fees in relation to services rendered prior to Mr de Salis' appointment as a director of the Company.
3 - Mr L M Azevedo resigned effective 20 March 2026.
Excluding directors, there were no staff during the year ended 31 December 2025 (2024: nil). Excluding directors' remuneration, staff costs during the year were $nil (2024: $nil), social security $nil (2024: $nil), other benefits $nil (2024: $nil).
|
10. |
Expenses by nature |
|
||||
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||
|
|
$'000 |
$'000 |
||||
|
Professional fees - legal, consulting, exploration |
237 |
113 |
||||
|
AIM related costs including Public Relations |
204 |
160 |
||||
|
Audit and accountancy fees |
144 |
158 |
||||
|
Share based payment expense |
29 |
- |
||||
|
MT Gold administration costs |
13 |
- |
||||
|
Office expenses |
10 |
4 |
||||
|
General expenses |
8 |
11 |
||||
|
Travel and subsistence expenses |
7 |
- |
||||
|
Advertising expenses |
2 |
44 |
||||
|
VTF administration costs |
2 |
55 |
||||
|
Total administration expenses |
|
|
656 |
545 |
||
|
Auditor's remuneration
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||
|
|
$'000 |
$'000 |
||
|
|
|
|
||
|
Fees payable to the Company's auditor and its associates for the audit of the Company's annual accounts |
67 |
45 |
||
|
Total auditor remuneration |
|
|
67 |
45 |
|
11. |
Exploration and evaluation assets |
|
||||
|
|
|
|
As at 31 December 2025 |
As at 31 December 2024 |
||
|
|
|
|
$'000 |
$'000 |
||
|
Cost and net book value |
|
|
|
|
||
|
At beginning of year |
|
|
1,031 |
1,300 |
||
|
Asset recognised on acquisition of MTG |
|
|
5,066 |
- |
||
|
Expenditure capitalised during the year |
|
|
239 |
11 |
||
|
Foreign exchange gain/(loss) during the year |
|
|
133 |
(280) |
||
|
Cost and net book value at 31 December |
|
|
6,469 |
1,031 |
||
Acquisition of MT Gold Mineração LTDA ("MTG")
On 20 August 2025 the Group announced the completion of its acquisition of an initial 33.3% equity interest in MTG, a natural resource development company with assets in Brazil and other jurisdictions. It is the owner of the highly prospective Paranaíta Gold Project. The purchase consideration consisted of:
- GBP 1 million in new Jangada Ordinary Shares to acquire the initial stake.
- GBP 250,000 in cash to acquire the initial stake.
- The option to increase the initial stake from 33.3% to 50.1% is exercisable with GBP 500,000 in cash.
Assets and liabilities assumed in the acquisition:
|
|
|
|
|
|
Aug 2025 |
|
|
|
|
|
|
$ 000's |
|
Assets |
|
|
|
|
728 |
|
Exploration and evaluation assets |
|
|
|
|
725 |
|
Cash and cash equivalents |
|
|
|
|
2 |
|
Other receivables |
|
|
|
|
1 |
|
Less |
|
|
|
|
|
|
Liabilities |
|
|
|
|
5 |
|
Trade and other payables |
|
|
|
|
(5) |
|
Net Asset Value on 20 August 2025 |
|
|
|
|
723 |
The gross exploration asset recognised on acquisition of MT Gold is as follows:
|
|
|
|
|
|
Aug 2025 |
|
|
|
|
|
|
$ 000's |
|
|
|
|
|
|
|
|
Share consideration (GBP 1.0m) |
|
|
|
|
1,348 |
|
Cash consideration (GBP 250k) |
|
|
|
|
337 |
|
Total purchase consideration for 33.33% interest |
|
|
|
|
1,685 |
|
Implied value of 100% of asset (rounded) |
|
|
|
|
5,060 |
|
Other receivables |
|
|
|
|
|
|
Plus |
|
|
|
|
|
|
Liabilities |
|
|
|
|
6 |
|
Total asset base recognised on 20 August 2025 |
|
|
|
|
5,066 |
IFRS 3 defines a business as entity with inputs, processes applied to these inputs, and outputs resulting in returns to investors. It was determined that the acquisition of MT Gold did not meet this definition on acquisition date and therefore the transaction was accounted for as an asset acquisition, rather than a business combination.
With Jangada effectively controlling MT Gold through board participation, MT Gold still met the requirement to be consolidated as a subsidiary - refer to note 19 for subsidiary information.
Recoverability of the Group's exploration and evaluation assets is dependent on the success of the Group in discovering economic and recoverable mineral resources, especially in the countries of operation where political, economic, legal, regulatory, and social uncertainties are potential risk factors. The future revenue flows relating to these assets is uncertain and will also be affected by competition, relative exchange rates and potential new legislation and related environmental requirements.
The Group's ability to continue its exploration programs and develop its projects is also dependent on its ability to raise sufficient finance in future, which is uncertain. The ability of the Group to continue operating within Brazil is dependent on a stable political environment. This may also impact the Group's legal title to assets held which would affect the valuation of such assets.
There have been no changes made to any past assumptions and the Directors have concluded that there are no impairment indicators at the year end. Further details can be found in Note 2: Accounting policies - Exploration and evaluation assets.
|
12. |
Investments - At FVTPL |
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
|
£ 000's |
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
|
At 1 January 2025 |
|
989 |
- |
879 |
1,868 |
|
Loss on disposal |
|
(252) |
- |
- |
(252) |
|
Disposals |
|
(728) |
- |
- |
(728) |
|
Impairment |
|
- |
- |
(859) |
(859) |
|
Foreign exchange |
|
(9) |
- |
47 |
38 |
|
At 31 December 2025 |
|
- |
- |
67 |
67 |
|
|
|
|
|
|
|
The Group measures these investments using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement. Refer to note 4.
The Company holds shares in the share capital of Fodere Titanium Limited, which is a United Kingdom registered minerals technology company which has developed innovative processes for the titanium, vanadium, iron and steel industries. Currently, the Company has a 7.8% interest in Fodere's share capital. The investment is measured at fair value through profit or loss ("FVTPL") and is therefore measured to fair value at each reporting date. During the year, the Directors concluded that the fair value of the investment had reduced to nil, resulting in the recognition of an additional fair value loss of $859k in the current year. An amount of $195k had previously been written off, resulting in the investment being fully impaired at 31 December 2025.
During the year, the Company disposed of its 7.1% interest in Blencowe's share capital, which is a United Kingdom registered natural resources company focused on the development of the Orom-Cross Graphite Project in Uganda. The fair value movement on the investment was $473k.
|
13. |
Other receivables |
|
|||||
|
|
Group |
Group |
|
Company |
Company |
||
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
As at 31 December 2025 |
As at 31 December 2024 |
||
|
|
$'000 |
$'000 |
|
$'000 |
$'000 |
||
|
Current |
|
|
|
|
|
||
|
Other receivables |
16 |
1 |
|
13 |
1 |
||
|
Total other receivables |
16 |
1 |
|
13 |
1 |
||
|
14. Accruals and other payables |
|
|||||||
|
|
|
Group |
Group |
|
|
Company |
Company |
|
|
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
|
|
|
$'000 |
$'000 |
|
|
$'000 |
$'000 |
|
|
|
Current |
|
|
|
|
|
|
|
|
|
Accruals |
72 |
95 |
|
|
67 |
94 |
|
|
|
Amounts owed to Directors |
- |
144 |
|
|
- |
144 |
|
|
|
Total accruals and other payables |
72 |
239 |
|
|
67 |
238 |
|
|
15. Trade Payables |
|
|
Group |
Group |
|
|
Company |
Company |
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
|
$'000 |
$'000 |
|
|
$'000 |
$'000 |
|
Current |
|
|
|
|
|
|
|
Trade Payables |
101 |
60 |
|
|
101 |
60 |
|
Amounts owed to Directors |
- |
114 |
|
|
- |
114 |
|
Total trade payables |
101 |
174 |
|
|
101 |
174 |
|
16. |
Share capital |
|
|||||||
|
|
|
31 December 2025 |
31 December 2024 |
||||||
|
|
|
Issued |
Share Capital |
Share premium |
Issued |
Share Capital |
Share premium |
||
|
|
|
Number |
$'000 |
$'000 |
Number |
$'000 |
$'000 |
||
|
|
|
|
|
|
|
|
|
||
|
|
At beginning of the year ordinary shares of 0.04p each: |
258,602,032 |
135 |
5,959 |
258,602,032 |
135 |
5,959 |
||
|
|
Allotments as announced on |
|
|
|
|
|
|
||
|
|
21 July 2025 |
195,000,000 |
105 |
1,473 |
|
|
|
||
|
|
20 August 2025 |
186,880,956 |
101 |
1,246 |
|
|
|
||
|
|
21 November 2025 |
4,166,666 |
2 |
52 |
|
|
|
||
|
|
26 November 2025 |
16,666,666 |
9 |
212 |
|
|
|
||
|
|
5 December 2025 |
16,666,666 |
9 |
213 |
|
|
|
||
|
|
16 December 2025 |
21,333,333 |
11 |
275 |
|
|
|
||
|
|
Rounding correction |
1 |
- |
- |
|
|
|
||
|
|
Share issue costs charged to share premium |
- |
- |
(65) |
- |
- |
- |
||
|
|
|
|
|
|
|
|
|
||
|
|
At 31 December: ordinary shares of 0.04p each: |
699,316,320 |
372 |
9,365 |
258,602,032 |
135 |
5,959 |
||
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company.
|
17. |
Share options and warrants |
|
|
|||||
|
|
|
|
|
|||||
|
|
Share options |
|
|
|||||
|
|
|
Average exercise price per share option |
Year ended 31 December 2025 Number of options |
Average exercise price per share option |
Year ended 31 December 2024 Number of options |
|||
|
|
At the beginning of the year |
- |
31,000,000 |
- |
34,844,444 |
|||
|
|
Adjustment in relation to prior year expiry not previously recognised |
0.100 |
(1,000,000) |
|
- |
|||
|
|
Share options expired 9 February 2024 |
|
|
0.09 |
(694,444) |
|||
|
|
Share options expired 30 November 2024 |
|
|
0.02 |
(3,150,000) |
|||
|
|
Share options expired 9 August 2025 |
0.108 |
(30,000,000) |
|
|
|||
|
|
Share options granted 24 November 2025 |
0.013 |
6,500,000 |
|
|
|||
|
|
At the end of the year |
|
6,500,000 |
|
31,000,000 |
|||
|
|
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
|
|
|
$'000 |
$'000 |
|
Share based payments reserve |
|
|
|
|
|
At beginning of year |
|
|
665 |
709 |
|
Share based payments expired |
|
|
(665) |
(44) |
|
Share based payments expense |
|
|
29 |
- |
|
Closing balance at 31 December |
|
|
29 |
665 |
During the year, $665k previously recognised in the share-based payments reserve in respect of options that expired in the year was transferred to retained earnings.
|
|
Warrants |
|
|
|||||
|
|
|
Average exercise price per warrant |
Year ended 31 December 2025 Number of warrants |
Average exercise price per warrant |
Year ended 31 December 2024 Number of warrants |
|||
|
|
At the beginning of the year |
- |
- |
- |
- |
|||
|
|
Warrants granted 24 July 2025 |
0.014 |
133,333,334 |
- |
- |
|||
|
|
Warrants granted 24 July 2025 |
0.008 |
8,000,000 |
- |
- |
|||
|
|
Warrants exercised during the year |
0.014 |
(58,833,331) |
|
|
|||
|
|
Warrants expired during the year |
- |
- |
- |
- |
|||
|
|
At the end of the year |
|
82,500,003 |
|
- |
|||
Share options and warrants outstanding at the end of the year have the following expiry date and exercise prices:
|
Grant date |
Expiry date |
Exercise price £ |
Share options/warrants 31 December |
Share options/warrants 31 December 2024 |
|
|
10 August 2021 |
10 August 2025 |
0.080 |
- |
31,000,000 |
|
|
24 July 2025 |
24 July 2027 |
0.010 |
74,500,003 |
- |
|
|
24 July 2025 |
24 July 2028 |
0.006 |
8,000,000 |
|
|
|
24 November 2025 |
24 November 2030 |
0.010 |
6,500,000 |
- |
|
The fair value at grant date is independently determined using an adjusted form of the Black Scholes Model that takes into account the exercise price, the term of the option, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option and the correlations and volatilities of the peer group companies. In addition to the inputs in the table above, further inputs as follows:
The 74,500,003 investor warrants and 8,000,000 broker warrants granted on 24 July 2025 formed part of the July 2025 equity fundraising. No separate share-based payment expense or warrant reserve has been recognised in respect of these warrants and accordingly no valuation assumptions are disclosed.
The model inputs for the options granted on 24 November 2025:
(a) 6,500,000 options, vesting 6 months from the date of grant.
(b) expiry date: 24 November 2030.
(c) share price at grant date: 1.7 pence.
(d) expected price volatility of the company's shares: 154%.
(e) risk-free interest rate: 0%.
See the Strategic Report for a summary of the number of ordinary shares over which options are granted for each Director of the Company.
18. Non-controlling interest
|
|
|
As at 31 December 2025 |
As at 31 December 2024 |
|
|
|
$'000 |
$'000 |
|
At beginning of year |
|
- |
- |
|
Acquisition of MT Gold - See note 11. |
|
3,373 |
- |
|
Loss for the year and other comprehensive income |
|
(16) |
- |
|
Closing balance at 31 December |
|
3,357 |
- |
The Group holds 33.3% of MT Gold. It was consolidated based on the Group obtaining control through voting rights on the board of directors. This results in a non-controlling interest percentage of 66.7%.
|
19. |
Subsidiary |
|
|
|||||
|
|
Name |
Country of incorporation |
Address Country of incorporation |
Proportion of ownership interest |
|
|||
|
|
VTF Mineração Ltda. |
Brazil |
Av. Jorn. Ricardo Marinho, 360 - Barra da Tijuca, Rio de Janeiro - RJ, 22631-350, Brazil Brazil |
99.99% |
|
|||
|
|
Allexcite Enterprises Pty Ltd |
Australia |
22 Lindsay Street, Perth WA 6000 Australia |
100.00% |
|
|||
|
|
MT Gold Mineração Ltda. |
Brazil |
Av. Jorn. Ricardo Marinho, 360 - Barra da Tijuca, Rio de Janeiro - RJ, 22631-350, Brazil Brazil |
33.3% |
|
|||
The details of the subsidiaries of the Company, which have been included in these consolidated financial statements are:
|
|
|
The details of the investment in subsidiaries amounts of the Company, which have been included in these consolidated financial statements are: |
|||||||
|
|
Investment |
Funds Advanced |
Investment |
Investment |
Funds Advanced |
Total |
|
||
|
|
VTF |
VTF |
Allexcite |
MT Gold |
MT Gold |
Investments |
|
||
|
|
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
$'000 |
|
||
|
Balance at 1 January 2025 |
1 |
1,781 |
0 |
- |
- |
1,782 |
|
||
|
Equity investment during the year |
- |
- |
- |
1,681 |
- |
1,681 |
|
||
|
Funds advanced during the year |
- |
- |
- |
- |
325 |
325 |
|
||
|
Effect of foreign exchange translation on opening balances |
- |
(34) |
- |
- |
- |
(34) |
|
||
|
Total |
1 |
1,747 |
0 |
1,681 |
325 |
3,754 |
|
||
|
20. |
Related party transactions |
During the year the Company entered into the following transactions with related parties.
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
$'000 |
$'000 |
|
FFA Legal Ltda: |
|
|
|
Legal and accountancy services expensed during year |
11 |
52 |
FFA Legal Ltda is a related party to the Group due to having a director in common with Group companies. At the year-end they were owed $nil (2024: $nil).
Transactions with directors and subsidiaries are set out in notes 9 and 19.
|
21. |
Subsequent Events |
On 9 February 2026, the Company announced that it had signed a letter of intent ("LOI") whereby it had been granted the right to earn an exclusive option to acquire 100% of the high grade Molly Gold Project located in the Tapajós region of Pará State, Brazil. On 7 May 2026, the Company announced that it had signed a definitive acquisition agreement with BGold Mineração Ltda ("BGold") (the "Agreement") with respect to the 6,656.2-hectare Molly Gold Project. Please refer to the announcement on 7 May 2026 for details of the Agreement.
As announced on 11 and 17 February 2026, the Company raised £1.2 million before expenses at a price of 1.4 pence per new Ordinary Share to fund the drilling and exploration work at the Molly Gold Project and further exploration at the Paranaíta Gold Project. The Fundraising consisted of a placing of £1.1m through the issue of 78,571,424 new Ordinary Shares by its broker, Tavira Financial Ltd, and a cash subscription of £100,000 by Brian McMaster, Executive Chairman of the Company, through the issue of 7,142,857 new Ordinary Shares. In aggregate, the Company issued 85,714,281 new Ordinary Shares (the "Fundraise Shares"). The Company issued one warrant for every Fundraise Share, exercisable at 2.25 pence and expiring on 17 February 2028.
|
22. |
Ultimate controlling party
|
The Directors consider that the Company has no single controlling party.
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