Final Results for the year ended 31 December 2025
Summary by AI BETAClose X
14 September 2026
Keras Resources plc
(“Keras” or the “Company”)
Final Results
Keras Resources plc (AIM: KRS) announces its final results for the year ended 31 December 2025. The Company also gives notice of its 2026 Annual General Meeting (‘AGM’), which will be held at 11:00 am on 12 October at Coveham House, Downside Bridge Road, Cobham, KT11 3EP.
CHAIRMAN’S STATEMENT
I am pleased to provide shareholders with an update on Keras Resources plc (“Keras” or the “Company”) for the year ended 31 December 2025 and to set out the Board’s view of the strategic opportunity now before Keras. This statement should be read in conjunction with the Strategic Update also published today.
Over the past year, we have focused on consolidating the business, investing in the operational platform at Diamond Creek, reflecting on our strategic positioning, carefully assessing the optimal allocation of capital, increasing shareholder returns, and evaluating our path forward. Additionally, the Company underwent a significant change in management in the first quarter of the year with Colton Hale taking over the leadership of the Falcon Isle Group (“FIR”) in Utah (USA), comprising Falcon Isle Resources Corp. and Falcon Isle Holdings Inc, the 100% owner of the Diamond Creek high grade phosphate mine, whilst I assumed an interim, part-time executive Chairman role at Keras. Against this backdrop, and with a royalty already being received from the Nayega manganese project in Togo, there was an opportunity to consider the Company’s way forward.
An Opportunity and a Strategic Repositioning
Earlier this year, the Board identified an opportunity to acquire an initial 51% interest in Cornerstone and support the consolidation and exploration of its land position near Opuwo in the Kaoko Belt of north-western Namibia. Cornerstone has assembled an initial contiguous land package of 6,214 hectares (62.14 square kilometres), encompassing several prospective areas, including historic artisanal and small-scale base-metal workings that provide tangible evidence of mineralisation. The Kaoko Belt is an emerging copper province which, despite its prospective geology and known copper occurrences, remains materially underexplored.
Following extensive data analysis and due diligence, the Board concluded that the Cornerstone portfolio represented a compelling opportunity to establish Keras in an emerging copper jurisdiction with the potential to create meaningful shareholder value. In considering the opportunity, the Board undertook a broader review of the Company’s strategy, balance sheet, management resources and capital allocation priorities, including its continued investment in Diamond Creek.
Keras has invested considerable time and capital in developing the Diamond Creek phosphate operation, establishing processing capacity, refining its product offering and advancing downstream opportunities. This has created an established operating business with differentiated products, clear commercial potential and, under Colton’s leadership, a strong and capable management team. The Board believes, however, that the business has reached an important inflection point and that its next phase of growth will require further capital investment.
Against this backdrop, the Board considered Keras’ growing long-term debt and the competing capital requirements of Diamond Creek and the Namibian copper opportunity. It concluded that the underlying value and longer-term potential of FIR and its phosphate assets are not adequately reflected in Keras’ current valuation and that the capital required to realise their full potential would be better sourced through a structure independent of Keras.
Accordingly, the Board determined that Keras’ capital and management resources should instead be focused on the Namibian copper opportunity. This does not represent a change in the Board’s view of the quality or potential of the phosphate business; rather, the proposed restructuring is intended to place FIR in a stronger position to fund its next stage of growth, while allowing Keras to pursue a new strategy focused on generating shareholder returns from copper in Namibia.
In conjunction with the proposed acquisition, the Board has therefore agreed, subject to shareholder approval, to sell 100% of Keras US LLC, which holds Falcon Isle Holdings LLC, Falcon Isle Resources Corp. and 50% of Phosul Utah LLC to Christopher Grosso and Joe Carbone, two of Keras’ major shareholders, for consideration comprising:
- a cash payment of US$1.0 million, payable on completion; and
- the cancellation of all convertible loan notes held by the purchasers, including all accrued interest.
In addition, Keras will retain an uncapped royalty of US$10 per long ton on material produced and sold by FIR, preserving meaningful exposure to the future growth and success of the Diamond Creek business without any associated ongoing operating costs or capital commitments.
The proposed transaction delivers a number of important benefits to Keras. On completion, the Company will receive substantial upfront cash consideration, remove its exposure to FIR’s creditor position, which stood at £1.826 million at 31 December 2025, and eliminate £908,000 of long-term debt. Importantly, Keras will retain uncapped exposure to future royalty income for the life of the operation, without any further funding obligation.
The transaction will also simplify Keras’ corporate structure and operating focus, allowing capital and management resources to be directed towards opportunities that the Board believes offer a more compelling pathway to shareholder value. Completion remains subject to shareholder approval, which will be sought at the Company’s forthcoming AGM on 12 October 2026, with full details of the proposed transaction set out in the circular to shareholders.
In addition to the transaction, the Company will conditionally raise £1.7 million through the issue of 85 million new shares at 2p per share, a 43% premium to the 1 July 2026 closing price, with support from existing and new resource-sector investors (the “Subscription”). Members of the Board and PDMRs also intend to participate in the Subscription, to raise a further £100,000 through the issue of an additional 5,000,000 New Ordinary Shares, following the end of the close period on publication of the interim accounts for the period to 30 June 2026, on or around 30 September 2026. The raise will be completed in two tranches, with the second tranche, which would include the Director and PDMR subscriptions, taking place on or around 1 October 2026, and will be subject to shareholder approval at the AGM.
Further details on the Subscription will be provided in the Strategic Update announcement.
Following completion, Keras will emerge with a materially strengthened balance sheet, no material debt and additional cash resources, while retaining potential long-term royalty income from both the Nayéga manganese mine in Togo and the Diamond Creek phosphate operation. This combination provides Keras with ongoing exposure to assets it has previously invested in and advanced, without associated funding obligations, while providing the financial flexibility to deploy capital into its proposed copper strategy in Namibia. The Board believes this represents a strong platform from which to build the next phase of Keras’ growth.
Financial review
The Consolidated Statement of Comprehensive Income for the year shows a loss of £3,331,000 (2024 - loss £737,000). While disappointing in itself, the loss is primarily caused by an impairment charge of £2.8m relating to our North American assets in expectation of their disposal. The impairment charge takes no account of any future value of the royalty anticipated from FIR, if the recommendation for the restructuring of Keras’s interest in FIR is supported by shareholders.
In August 2025 the Company raised £750,000 through a combination of an open offer to shareholders and a subscription from our major US shareholders, Chris Grosso and Joseph Carbone. As a result of these subscriptions, they now own some 45% of the total shares in issue.
Board Changes
In January 2025 Graham Stacey resigned as CEO, and I assumed the role of interim part-time Executive Chairman. Brian Moritz is retiring from all business activities and will be stepping down from the Board at the conclusion of the 2026 AGM. I would like to thank both of them for their efforts on behalf of the Company and specifically Brian who has been with the Company since inception and has been instrumental in navigating it through the various regulatory and accounting minefields associated with running a listed entity.
With a repositioned focus towards copper exploration, development and mining in Namibia the Board will require a different balance of skills. Claire Parry remains as Independent Non-Executive Director and Nick Taylor and Andrew Malashewsky will be appointed as Non-Executive Chairman and CFO and Executive Director on 14 September 2026 respectively. I will then be moving to CEO and Executive Director. Full details are available in the Strategic Update announcement and AGM Circular.
Conclusion
The year ahead will be both exciting and important for Keras, with completion of the acquisition, execution of the proposed phosphate restructuring, mobilisation of the exploration team and commencement of field activities in Namibia representing key milestones. Following completion of the proposed transactions, we expect to be substantially debt free while retaining exposure, through two royalty interests, to projects in which we have invested significant capital and management time and which we have helped advance. This structure allows us to retain potential future upside from those assets while focusing our resources on building Keras’ next phase of growth in Namibia.
I would like to thank our shareholders for their continued patience and support during a period of transition. I would also like to thank my colleagues on the Board, our advisers and the wider technical team for their work in positioning the Company for what we believe can be a materially more attractive future.
Posting of Annual Report
Copies of the Company's full Annual Report and Financial Statements (the "Annual Report") will be made available to download from the Company's website today at https://kerasplc.com/results-and-reports/ and will also be posted to shareholders who elected to receive a hard copy on 16 September 2026.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
Russell Lamming
Chairman
12 September 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
Notes |
|
2025 £’000 |
|
2024 £’000
|
||||||||
Revenue |
|
|
|
|
|
|
|
7 |
|
1,442 |
|
1,119 |
||||||||
Cost of sales |
|
|
|
|
|
|
|
|
(446) |
|
(825) |
|||||||||
Gross profit |
|
|
|
|
|
|
|
|
|
996 |
|
294 |
||||||||
Administrative expenses Share of losses of associated company |
|
|
|
|
|
(1,097) (161) |
|
(832) (132) |
|
|
||||||||||
(Loss)/profit from operating activities |
|
|
|
|
|
(262) |
|
(670) |
|
|||||||||||
Finance costs Rent income |
|
|
|
|
|
|
|
12 |
|
(308) 90 |
|
(208) 125 |
||||||||
Net finance costs |
|
|
|
|
|
(218) |
|
(83) |
|
|
||||||||||
Impairment of intangible fixed assets |
|
|
|
|
|
(2,800) |
|
- |
|
|
||||||||||
(Loss)/profit before taxation |
|
|
|
(3,280) |
|
(753) |
|
|
|
| ||||||||||
Tax |
|
|
|
|
|
13 |
|
- |
|
- |
|
|||||||||
(Loss)/profit for the year |
|
|
|
|
|
(3,280) |
|
(753) |
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income – items that may be subsequently reclassified to profit or loss |
|
|
|
|
|
|
|
|
||||||||||||
Exchange translation on foreign operations |
|
|
|
(51) |
|
16 |
||||||||||||||
Total comprehensive (loss)/profit for the year |
|
|
|
|
(3,331) |
|
(737) |
|||||||||||||
(Loss)/profit attributable to: |
|
|
|
|
|
|
|
|
|||
Owners of the Company |
|
|
|
|
|
(3,280) |
|
(753) |
|||
Non-controlling interests |
|
|
|
|
|
- |
|
- |
|||
(Loss)/profit for the year |
|
|
|
|
|
(3,280) |
|
(753) |
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Total comprehensive loss attributable to: |
|
|
|
|
|
|
|
| |||
Owners of the Company |
|
|
|
|
|
(3,331) |
|
(737) |
|||
Non-controlling interests |
|
|
|
|
|
- |
|
- |
|||
Total comprehensive loss for the year |
|
|
|
|
(3,331) |
|
(737) |
|
|||
|
|
|
|
|
|
|
|
|
|||
Earnings per share |
|
|
|
|
|||||||
Basic and diluted loss per share (pence) |
|
23 |
|
(2.732) |
|
(0.888) |
|
||||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
Notes |
|
2025 £’000 |
|
2024 £’000 |
Assets |
|
|
|
|
|
|
|
|
|
| ||
Property, plant and equipment |
|
|
|
|
|
14 |
|
1,461 |
|
1,422 | ||
Right of use asset |
|
|
|
|
|
15 |
|
- |
|
- | ||
Intangible assets |
|
|
|
|
|
16 |
|
517 |
|
3,574 | ||
Investment in associated company |
|
|
|
|
|
17 |
|
- |
|
57 | ||
Non-current assets |
|
|
|
|
|
|
|
1,978 |
|
5,053 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Inventory |
|
|
|
|
|
19 |
|
482 |
|
532 | ||
Trade and other receivables |
|
|
|
|
|
20 |
|
591 |
|
319 | ||
Cash and cash equivalents |
|
|
|
|
|
|
|
153 |
|
249 | ||
Current assets |
|
|
|
|
|
|
|
1,226 |
|
1,100
| ||
Total assets |
|
|
|
|
|
|
|
3,204 |
|
6,153 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Equity |
|
|
|
|
|
|
|
|
|
| ||
Share capital |
|
|
|
|
|
22 |
|
1,569 |
|
954 | ||
Share premium |
|
|
|
|
|
22 |
|
6,262 |
|
6,073 | ||
Share option reserve Exchange reserve |
|
|
|
|
|
22, 24
|
|
- (141) |
|
116 (90) | ||
Convertible loan note reserve |
|
|
|
|
|
22 |
|
116 |
|
116 | ||
Retained (deficit)/earnings |
|
|
|
|
|
|
|
(7,382) |
|
(4,218) | ||
Total equity |
|
|
|
|
|
|
|
424 |
|
2,951 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Liabilities |
|
|
|
|
|
|
|
|
|
| ||
Trade and other payables |
|
|
|
|
|
25 |
|
757 |
|
1,205 | ||
Current liabilities |
|
|
|
|
|
|
|
757 |
|
1,205 | ||
|
|
|
|
|
|
|
|
|
|
| ||
Loans and other borrowings |
|
|
|
|
|
26 |
|
2,023 |
|
1,997 | ||
Other long term liabilities |
|
|
|
|
|
|
|
- |
|
- | ||
Non-current liabilities |
|
|
|
|
|
|
|
2,023 |
|
1,997 | ||
Total liabilities |
|
|
|
|
|
|
|
2,780 |
|
3,202 | ||
Total equity and liabilities |
|
|
|
|
|
|
|
3,204 |
|
6,153 | ||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025 |
||||||||||||||||||||||||
|
|
|
Notes
|
Share capital
£‘000 |
Share premium
£‘000 |
Share option reserve
|
|
Exchange reserve
£‘000 |
|
|
Convertible loan notes reserve
£’000 |
Retained earnings/(deficit)
|
Total
£‘000 |
|||||||||||
Balance at 1 January 2025 |
|
|
954 |
|
6,073 |
|
116 |
|
(90) |
|
116 |
|
(4,218) |
|
2,951 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loss for the year |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
(3,280) |
|
(3,280) |
| |||||||
Other comprehensive income |
|
- |
|
- |
|
- |
|
(51) |
|
- |
|
- |
|
(51) |
| |||||||||
Total comprehensive (loss)/profit for the year |
|
- |
|
- |
|
- |
|
(51) |
|
-
|
|
(3,280) |
|
(3,331) |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Issue of ordinary shares |
|
22 |
|
615 |
|
249 |
|
- |
|
- |
|
- |
|
- |
|
864 |
| |||||||
Cost of share issues |
|
|
- |
|
(60) |
|
- |
|
- |
|
- |
|
- |
|
(60) |
| ||||||||
Share options lapsed |
24 |
|
- |
|
- |
|
(116) |
|
- |
|
- |
|
116 |
|
- |
| ||||||||
Transactions with owners, recognised directly in equity |
|
|
615 |
|
189 |
|
(116) |
|
- |
|
- |
|
116 |
|
804 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance at 31 December 2025 |
|
1,569 |
|
6,262 |
|
- |
|
(141) |
|
116 |
|
(7,382) |
|
424 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024 |
||||||||||||||||||||||||
|
|
|
Notes |
Share capital
£‘000 |
Share premium
£‘000 |
Share option reserve
|
|
Exchange reserve
£‘000 |
|
|
Convertible loan notes reserve
£’000 |
Retained earnings/(deficit)
|
Total
£‘000 |
|||||||||||
Balance at 1 January 2024 |
|
|
801 |
|
5,849 |
|
104 |
|
(106) |
|
- |
|
(3,465) |
|
3,183 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loss for the year |
|
|
|
- |
|
- |
|
- |
|
- |
|
- |
|
(753) |
|
(753) |
| |||||||
Other comprehensive income |
|
- |
|
- |
|
- |
|
16 |
|
- |
|
- |
|
16 |
| |||||||||
Total comprehensive (loss)/profit for the year |
|
|
- |
|
- |
|
- |
|
16 |
|
-
|
|
(753) |
|
(737) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Issue of ordinary shares |
|
22 |
|
153 |
|
224 |
|
- |
|
- |
|
- |
|
- |
|
377 |
| |||||||
Issue of convertible loan notes |
|
|
- |
|
- |
|
- |
|
- |
|
116 |
|
- |
|
116 |
| ||||||||
Share option expense |
24 |
|
- |
|
- |
|
12 |
|
- |
|
- |
|
- |
|
12 |
| ||||||||
Transactions with owners, recognised directly in equity |
|
|
153 |
|
224 |
|
12 |
|
- |
|
116 |
|
- |
|
505 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance at 31 December 2024 |
|
954 |
|
6,073 |
|
116 |
|
(90) |
|
116 |
|
(4,218) |
|
2,951 |
| |||||||||
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
2025 |
|
2024 |
|
Notes |
|
£’000 |
|
£’000 |
Cash flows from operating activities |
|
|
|
|
|
Loss from operating activities |
|
|
(262) |
|
(753) |
Adjustments for: |
|
|
|
|
|
Depreciation and amortisation |
14,15,16 |
|
129 |
|
86 |
Share of losses of associated company |
|
|
161 |
|
132 |
Equity-settled share-based payments |
24 |
|
- |
|
- |
|
|
|
28 |
|
(535) |
|
|
|
|
|
|
Changes in: |
|
|
|
|
|
|
|
|
49 |
|
90 |
- trade and other receivables |
|
|
(272) |
|
(147) |
- trade and other payables |
|
|
(72) |
|
414 |
Cash generated by/(used in) operating activities |
|
|
(267) |
|
(178) |
|
|
|
|
|
|
Finance costs |
|
|
(308) |
|
(208 |
Finance income |
|
|
90 |
|
125 |
Net cash generated by/(used in) operating activities |
|
|
(485) |
|
(261) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Acquisition of property, plant and equipment |
|
|
(232) |
|
(1,133) |
Acquisition of intangible fixed assets |
|
|
- |
|
(146) |
Investment in associated company |
|
|
(104) |
|
(191 |
Proceeds on disposal of property, plant and equipment |
|
|
39 |
|
- |
Settlement of deferred consideration for purchase of minority interest in subsidiary |
17 |
|
(583) |
|
(639) |
Net cash used in investing activities |
|
|
(880) |
|
(2,109) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Net proceeds from issue of share capital |
|
|
205 |
|
377 |
Issue of promissory and convertible loan notes |
|
|
969 |
|
2,081 |
Repayment of loans |
|
|
- |
|
- |
Net cash flows from financing activities |
|
|
1,174 |
|
2,458 |
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
|
(191) |
|
88 |
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
249 |
|
185 |
Foreign exchange differences etc |
|
|
95 |
|
(24) |
Cash and cash equivalents at 31 December |
|
|
153 |
|
249 |
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
Notes |
|
2025 £’000 |
|
2024 £’000 |
||||
Assets |
|
|
|
|
|
|
|
|
|
|
||||||
Investments |
|
|
|
|
|
17 |
|
- |
|
2,761 |
||||||
Non-current assets |
|
|
|
|
|
|
|
- |
|
2,761 |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans |
|
|
|
|
|
18 |
|
1,452 |
|
2,814 |
||||||
Trade and other receivables |
|
|
|
|
|
20 |
|
213 |
|
261 |
||||||
Cash and cash equivalents |
|
|
|
|
|
|
|
36 |
|
67 |
||||||
Current assets |
|
|
|
|
|
|
|
1,701 |
|
3,142 |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets |
|
|
|
|
|
|
|
1,701 |
|
5,903 |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity |
|
|
|
|
|
|
|
|
|
|
||||||
Share capital |
|
|
|
|
|
22 |
|
1,569 |
|
954 |
||||||
Share premium |
|
|
|
|
|
22 |
|
6,262 |
|
6,073 |
||||||
Other reserves |
|
|
|
|
|
22 |
|
- |
|
116 |
||||||
Convertible loan reserve |
|
|
|
|
|
22 |
|
116 |
|
116 |
||||||
Retained earnings |
|
|
|
|
|
|
|
(7,408) |
|
(3,012) |
||||||
Total equity attributable to owners of the Company |
|
|
|
539 |
|
4,247 |
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
||||||
Trade and other payables |
|
|
|
|
|
25 |
|
304 |
|
843 |
||||||
Current liabilities |
|
|
|
|
|
|
|
304 |
|
843 |
||||||
Trade and other payables |
|
|
|
|
|
25 |
|
- |
|
- |
||||||
Loans and other borrowings |
|
|
|
|
|
26 |
|
858 |
|
813 |
||||||
Non-current liabilities |
|
|
|
|
|
|
|
858 |
|
813 |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total liabilities |
|
|
|
|
|
|
|
1,162 |
|
1,656 |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total equity and liabilities |
|
|
|
|
|
|
|
1,701 |
|
5,903 |
||||||
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Share capital
|
|
Share premium
|
Share option reserve
£‘000 |
|
Convertible loan notes reserve
|
|
|
Retained deficit
|
|
Total equity
| ||||||
Balance at 1 January 2024 |
|
801 |
|
5,849 |
104 |
|
- |
|
|
(2,553) |
|
4,201 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loss for the year |
|
- |
|
- |
- |
|
- |
|
|
(459) |
|
(459) | ||||||
Total comprehensive loss for the year |
|
- |
|
- |
|
|
- |
|
|
|
(459) |
|
(459) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issue of ordinary shares |
|
153 |
|
224 |
|
|
|
|
|
|
- |
|
377 |
|||||
Share option expense |
|
- |
|
- |
|
|
12 |
|
- |
|
- |
|
12 |
|||||
Issue of convertible loan notes |
|
|
|
|
|
|
|
|
116 |
|
|
|
116 |
|||||
Transactions with owners, recognised directly in equity |
|
153 |
|
224 |
|
|
12 |
|
116 |
|
- |
|
505 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at 31 December 2024 |
|
954 |
|
6,073 |
|
|
116 |
|
116 |
|
(3,012) |
|
4,247 |
|||||
Balance at 1 January 2025 |
|
954 |
|
6,073 |
116 |
|
116 |
|
(3,012) |
|
|
4,247 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Loss for the year |
|
- |
|
- |
- |
|
- |
|
(4,512) |
|
|
(4,512) |
|||
Total comprehensive loss for the year |
|
- |
|
- |
|
- |
|
- |
|
(4,512) |
|
|
(4,512) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Issue of ordinary shares |
|
615 |
|
249 |
|
- |
|
- |
|
- |
|
|
864 |
||
Cost of share issues |
|
- |
|
(60) |
|
- |
|
- |
|
- |
|
|
(60) |
||
Share option expense |
|
- |
|
- |
|
(116) |
|
- |
|
116 |
|
|
- |
||
Transactions with owners, recognised directly in equity |
|
615 |
|
189 |
|
(116) |
|
- |
|
116 |
|
|
804 |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at 31 December 2025 |
|
1,569 |
|
6,262 |
|
- |
|
116 |
|
(7,408) |
|
|
539 |
||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- Reporting entity
Keras Resources PLC is a company domiciled in England and Wales. The address of the Company’s registered office is Coveham House, Downside Bridge Road, Cobham KT11 3EP. The Group currently operates as a miner of and explorer for mineral resources.
The Group consists of Keras Resources Plc and all of its subsidiaries.
- Going concern
The Directors have adopted the going concern basis in preparing the Group and Company financial statements. The Group’s and Company’s business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman’s Statement and Strategic Report. In addition, note 27 to the Financial Statements includes the Group’s policies and processes for managing its financial risk management objectives.
Note 29 to the Financial Statements sets out transactions agreed since 31 December 2025 which, in aggregate, are forecast to be cash flow positive for the Company and the revised Group.
In addition, the agreement for the provision of advisory and brokerage services in the Republic of Togo is now generating positive cash flow for Keras.
On this basis, the Directors have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future. As such, the Directors continue to adopt the going concern basis of accounting.
- Basis of preparation
- Statement of compliance
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards in conformity with the Companies Act 2006(“UK-adopted IAS”), and the Companies Act 2006 as applicable to entities reporting in accordance with IFRS.
- Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis unless otherwise stated.
- Functional and presentation currency
These consolidated financial statements are presented in Pounds Sterling (‘GBP’ or ‘£’), which is the Group’s functional currency and is considered by the Directors to be the most appropriate presentation currency to assist the users of the financial statements. All financial information presented in GBP has been rounded to the nearest thousand, except when otherwise indicated.
- Basis of parent company preparation
The parent company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework.
As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';
(b) the requirements within IAS 1 relating to the presentation of certain comparative information;
(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;
(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but it not yet effective); and
(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a Group.
- Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other 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.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of revision and future periods of the revision if it affects both current and future periods.
Critical estimates and assumptions that have the most significant effect on the amounts recognised in the consolidated financial statements and/or have a significant risk of resulting in a material adjustment within the next financial year are as follows:
Deferred consideration and the loan payable to previous minority shareholder in subsidiary company
The deferred consideration due in respect of the acquisition of the remaining 49% of Falcon Isle Resources LLC was discounted at a rate of 12% being the rate at which interest will accrue in the event of a default. This discount has been fully unwound at 31 December 2024, and the final amount has been paid in 2025.
Carrying value of intangible assets
Intangible assets consist of prospecting and exploration rights and development. Those acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired and evaluation expenditure are recognised at cost. The directors assess the recoverable value at each year end and review for any signs of impairment.
Impairment of intangible assets
Intangible assets have been assessed during the current year for any impairment, and they were impaired by £2.8m. this takes account of the subsequent agreement to dispose of FIR as described in Note 29. In calculating the impairment no account was taken of the potential royalties receivable from FIR in the future.
Forecast operating profits
For the CGU, the Group prepared cash flow projections derived from the most recent forecast for the year ending 31 December 2026, Forecast revenue, fixed and variable costs are based on recent performance and expectations of future changes in the market, operating model and cost base, and take into account the transactions set out in note 29.
Discount rates
A post-tax real discount rate used to assess the forecast free cashflows from the CGU was derived from its weighted average cost of capital, taking into account specific factors relating to the country
is operates in. These rates are reviewed annually and adjusted for the risks specific to the business being assessed and the market in which the CGU operates.
Sensitivity analysis
A sensitivity analysis on the key model parameters has been performed and management has concluded that no reasonably foreseeable change in the key assumptions would result in an impairment of the intangible assets of the Group’s CGU.
Assets held for sale
On classification as held-for-sale, assets and disposal groups are measured at the lower of the carrying amount and fair value less costs to sell, with any adjustments taken to profit or loss (or other comprehensive income in the case of a revalued asset).
Intercompany receivables (Company only)
All loans to subsidiaries are currently unsecured and interest free and repayable on demand.
Fair value of share options and warrants
The determination of the fair values of the schemes issued were made with reference to the Black-Scholes model. All share options have now lapsed.
- Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Group entities.
- Basis of consolidation
- Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognised in profit or loss.
- Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. On disposal of subsidiaries, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This might mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
- Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
- Foreign currency
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the reporting date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.
- Foreign operations
The assets and liabilities of foreign operations, including goodwill and the fair value adjustments arising on acquisition, are translated to GBP at exchange rates at the reporting date. The income and expenses of foreign operations are translated to GBP at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and accumulated in the translation reserve except to the extent that the translation difference is allocated to non-controlling interests. When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
- Financial instruments
- Financial assets
The Group’s financial assets measured at amortised cost comprise trade and other receivables, cash and cash equivalents and financial assets at fair value through other comprehensive income in the consolidated statement of financial position.
Trade receivables and intra group balances are initially recognised at fair value. New impairment requirements use an expected credit loss model to recognise an allowance. For receivables a simplified approach to measure expected credit losses during a lifetime expected loss allowance is available and has been adopted by the Group. During this process the probability of non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being reported within the consolidated statement of comprehensive income. On confirmation that the trade and intra group receivable will not be collectable, the gross carrying value of the asset is written off against the provision.
- Non-derivative financial liabilities
The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. Other financial liabilities comprise trade and other payables.
- Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
- Property, plant and equipment
- Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.
- Subsequent expenditure
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.
- Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis in the statement of comprehensive income over the estimated useful lives of each component.
Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.
The estimated useful lives of significant items of property, plant and equipment are as follows:
- Freehold property 50 years
- plant and equipment 20 years
- office equipment 2 years
- computer equipment 2 years
- motor vehicles 5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
- Intangible assets
- Prospecting and exploration rights and development
Rights acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired and evaluation and development expenditure are recognised at cost.
- Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
- Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
- Amortisation
Intangible assets are amortised in profit or loss over their estimated useful lives, from the date that they are available for use.
The estimated useful lives are as follows:
- Life of mine based on units of production
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Amortisation is included within administrative expenses in the statement of comprehensive income.
-
Impairment
Intangible assets have been assessed during the current year for any impairment, and they were impaired by £2.8m. this takes account of the subsequent agreement to dispose of FIR as described in Note 29. In calculating the impairment no account was taken of the potential royalties receivable from FIR in the future.
- Non-derivative financial assets
A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and had an impact on the estimated future cash flows from that asset that can be estimated reliably.
Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.
Financial assets measured at amortised cost
The Group considers evidence of impairment for financial assets measured at amortised cost (loans and receivables) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance against loans and receivables. Interest on the impaired asset continues to be recognised. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Financial assets at fair value through other comprehensive income
Impairment losses on financial assets at FVOCI are recognised by reclassifying the losses accumulated in the fair value reserve to profit or loss. The amount reclassified is the difference between the acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any impairment previously recognised in profit or loss. Impairment losses recognised in profit or loss for an investment in an equity instrument classified as FVOCI are not reversed through profit or loss.
- Non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Indefinite-lived intangible assets are tested annually for impairment or when there is an indication of impairment. An impairment loss is recognised if the carrying amount of an asset or Cash Generating Unit (‘CGU’) exceeds its recoverable amount.
The recoverable amount of an asset of CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
- Employee benefits
Costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Share-based payments
The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, 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 adjustment for differences between expected and actual outcomes.
- Retirement benefits
A defined contribution plan is a post-employment benefit plan under which the group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.
- Revenue
Turnover represents the amounts (net of VAT and trade discounts) receivable from the provisions of goods and services to the customer during the period.
The Group applies IFRS 15 ‘Revenue from contracts with customers’. Under IFRS 15, the Group applies the 5-step method to identify contracts with its customers, determine performance obligations arising under those contracts, set an expected transaction price, allocate that price to the performance obligations, and then recognises revenues as and when those obligations are satisfied.
Revenue from the sale of processed products is recognised when ownership of the product passes to the purchaser in accordance with the relevant sales contract. Ownership passes either upon delivery or once the product is collected where customers arrange delivery.
IFRS 15 Revenue from contracts with customers
IFRS 15 establishes a comprehensive ‘5 step’ framework for determining whether, how much and when revenue is recognised. Under IFRS 15, revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control – at a point in time or over time – requires judgement.
Under IFRS 15, sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion of the usage of the projects, and there are no unfulfilled obligation which could affect the customers’ acceptance of the products and when the entity has a present right to payment for the asset. Delivery occurs when the products are delivered to a specific location and erected at that location, the risks have been transferred and the customer has accepted the products in accordance with the sales agreement.
A receivable is recognised when control transfers as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
No element of financing is deemed present as the sales are typically made with a credit term of 30 days from invoice date, which is consistent with market practice.
- Finance income and finance costs
Finance income comprises interest income on bank funds. Interest income is recognised as it accrues in profit or loss, using the effective interest method.
In addition, finance income includes rent receivable in respect of the lease of property and equipment in Utah, USA. The lease is with the associated company, Phosul Utah LLC, and the income is recognised on an accruals basis.
Finance costs comprise interest expense on borrowings. Borrowing costs are recognised in profit or loss in the period in which they are incurred.
- Taxation
Tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable
in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
- temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
- temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and
- taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
- Inventories
Inventories for processed material and ore stockpiles are valued at the lower of cost and net realisable value. Costs allocated to processed material are based on average costs and include all costs of purchase, conversion and other costs in bringing these inventories to their existing location and condition. Costs allocated to ore stockpiles are based on average costs, which include an appropriate share of direct mining costs, direct labour and material costs, mine site overhead, depreciation and amortisation. If carrying value exceeds net realisable amount, a write down is recognised. The write down may be reversed in a subsequent period if the circumstances which caused it no longer exist.
- Segment reporting
Segment results that are reported to management include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
- Equity reserves
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issue of shares are deducted from share premium.
The share option/warrant reserve is used to recognise the fair value of equity-settled share based payment transactions.
The exchange reserve is used to record exchange differences arising from the translation of foreign subsidiaries into the presentation currency.
The financial assets at FVOCI reserve is used to record unrealised accumulated changes in fair value on financial assets.
- Discontinued operation
A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:
- represents a separate major line of business or geographic area of operations;
- is part of a single co‑ordinated plan to dispose of a separate major line of business or geographic area of operations; or
- is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held‑for‑sale.
When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re‑presented as if the operation had been discontinued from the start of the comparative year.
- New standards and interpretations
The current standards, amendments and interpretations have been adopted in the year and have not had a material impact on the reported results in the Company's financial statements:
- Amendments to IAS 1: Lack of Exchangeability
The adoption of the following mentioned standards, amendments and interpretations in future years:
Effective date – period beginning on or after | |
Annual improvements to IFRS Accounting Standards – Volume114 |
01-Jan-26 |
IFRS 19 Subsidiaries without Public Accountability: Disclosure |
01-Jan-27 |
Amendments to IFRS9 and IFRS 7 -Amendments to the Classification and Measurement of Financial Instruments |
01-Jan-26 |
IFRS 18 Presentation and disclosure in Financial Statements |
01-Jan-27 |
IAS 7 Statement of Cash FlowsIAS 7 Statement of Cash Flows |
01-Jan-27 |
The directors have undertaken a project to review the above standards, amendments and interpretations. Management do not expect these standards to materially impact the financial statements.
- Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
- Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of plant and equipment is based on the market approach and cost approaches using quoted market prices for similar items when available and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.
- Intangible assets
The fair value of other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.
- Trade and other receivables
The fair value of trade and other receivables is estimated at the present value of future cash flows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes or when such assets are acquired in a business combination.
- Share-based payments
The fair value of the employee share options is measured using the Black-Scholes formula. Measurement inputs include the share price on the measurement date, the exercise price of the instrument, expected volatility (based on an evaluation of the Company’s historic volatility, particularly over the historic period commensurate with the expected term), expected term of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market
performance conditions attached to the transactions are not taken into account in determining fair value.
- Investments – other
When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. A discount is applied to the value of any Performance shares to reflect the possibility that the milestones for conversion into ordinary shares may not be met.
- Revenue
Revenue comprises:
Group:
|
|
|
|
2025 |
2024 | ||
|
|
|
|
£’000 |
£’000 | ||
Sale of phosphate (USA) |
|
|
|
|
1,350 |
|
1,119 |
Advisory and brokerage services (UK) |
|
|
|
|
92 |
|
- |
|
|
|
|
|
1,442 |
|
1,119 |
- Operating segments
The Group considers that it operated during the year in a single business area, being that of phosphate mining in Utah, USA. This business area formed the basis of the Group’s operating segments, together with its administration function in the United Kingdom. For each segment, the Group’s CEO (the chief operating decision maker) reviewed internal management reports on at least a quarterly basis.
Other operations relate to the Group’s administrative functions conducted at its head office and by its intermediate holding company together with consolidation adjustments. In 2025 other operations also includes advisory fees received in respect of the Nayega mine in Togo.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment result before tax, as included in the internal management reports that are reviewed by the Group’s CEO. Segment results are used to measure performance as management believes that such information is the most relevant in evaluating the performance of certain segments relative to other entities that operate within the exploration industry.
Information about reportable segments
31 December 2025
|
|
|
|
|
Phosphate £’000 |
|
Other operations £’000 |
|
Total £’000
| |||||
External revenue |
|
|
|
|
1,350 |
|
92 |
|
1.442 | |||||
Cost of sales |
|
|
|
|
446 |
|
- |
|
446 | |||||
Depreciation, amortisation and impairment |
|
|
|
|
129 |
|
2,800 |
|
2,929 | |||||
(Loss)/profit before tax |
136 |
|
(3,416) |
|
(3,280) | |||||||||
Gross assets including non-current and current assets |
|
|
|
|
1,503 |
|
1,701 |
|
3,204
| |||||
Capital expenditure |
|
|
|
|
232 |
|
- |
|
232 | |||||
Liabilities |
|
|
|
|
1,618 |
|
1,162 |
|
2,780 | |||||
31 December 2024
|
|
|
|
|
Phosphate £’000 |
|
Other operations £’000 |
|
Total £’000
|
External revenue |
|
|
|
|
1,119 |
|
- |
|
1,119 |
Cost of Sales |
|
|
|
|
826 |
|
- |
|
826 |
Depreciation, amortisation and impairment |
|
|
|
|
85 |
|
- |
|
85 |
(Loss)/profit before tax
|
|
|
|
(104)
|
|
(649) |
|
(753) | |
Gross assets including non-current and current assets |
|
|
- |
|
5,317 |
|
836 |
|
6,153 |
Capital expenditure
|
|
|
- |
|
4,996 |
|
- |
|
4,996 |
Liabilities |
|
|
- |
|
1,748 |
|
1,454 |
|
3,202 |
Information about geographical segments
31 December 2025
|
|
|
|
|
US £’000 |
|
Other £’000 |
|
Total £’000
|
External revenue |
|
|
|
|
1,350 |
|
92 |
|
1.442 |
Cost of sales |
|
|
|
|
446 |
|
- |
|
446 |
Depreciation, amortisation and impairment |
|
|
|
|
129 |
|
2,800 |
|
2,929 |
(Loss)/profit before Tax |
|
|
|
|
136
|
|
(3,416) |
|
(3,280) |
Gross assets including non-current and current assets |
|
|
|
|
1,503 |
|
1,701 |
|
3,204
|
Capital expenditure |
|
|
|
|
232 |
|
- |
|
232 |
Liabilities |
|
|
|
|
1,618 |
|
1,162 |
|
2,780 |
31 December 2024
|
|
|
|
|
US £’000 |
|
Other £’000 |
|
Total £’000
|
External revenue |
|
|
|
|
1,119 |
|
- |
|
1,119 |
Cost of sales |
|
|
|
|
826 |
|
- |
|
826 |
Depreciation, amortisation and impairment |
|
|
|
|
85
|
|
- |
|
85 |
(Loss)/profit before tax |
|
|
|
|
(104) |
|
(649) |
|
(753) |
Gross assets including non-current and current assets |
|
|
|
|
5,317 |
|
836 |
|
6,153 |
Capital expenditure |
|
|
|
|
4,996 |
|
- |
|
4,996 |
Liabilities |
|
|
|
|
1,748 |
|
1,454 |
|
3,202 |
- Expenses
Expenses include:
|
|
|
|
2025 £‘000 |
2024 £‘000 | ||
Depreciation and amortisation expense |
|
|
129
|
|
85 | ||
Auditor’s remuneration |
|
|
|
|
|
|
|
- Audit fee |
|
|
|
|
28 |
|
28 |
Foreign exchange differences |
|
|
|
|
50 |
|
(42) |
Auditor’s remuneration for the year in respect of the Company amounted to £15,000 (2024: £15,000).
- Personnel expenses
|
|
|
|
2025 £‘000 |
2024 £‘000 | ||
Wages and salaries |
|
303 |
|
165 | |||
Social security costs |
|
24 |
|
11 | |||
Pension costs |
|
- |
|
- | |||
Fees |
|
60 |
|
153 | |||
Equity-settled share-based payments |
|
- |
|
11 | |||
|
|
|
|
|
387 |
|
340 |
The average number of employees (including directors) during the year was:
|
|
|
|
2025 |
2024 | ||
Directors |
|
|
|
|
3 |
|
4 |
Administrative staff |
|
|
|
|
2 |
|
1 |
|
|
|
|
|
5 |
|
5 |
Year ended 31 December 2025
|
|
Executive directors
£’000
|
Non-executive directors £‘000 |
Total
£‘000 | |||
Wages and salaries (incl. fees) |
|
|
213 |
60 |
273 | ||
|
|
|
213 |
|
60 |
|
273 |
Year ended 31 December 2024
|
|
Executive directors
£’000
|
Non-executive directors £‘000 |
Total
£‘000 | |||
Wages and salaries (incl. fees) |
|
|
153 |
108 |
261 | ||
|
|
|
153 |
|
108 |
|
261 |
These amounts are disclosed by director in the Directors’ report.
Emoluments disclosed above include the following amounts payable to the highest paid director:
|
|
|
|
2025 £‘000 |
2024 £’000 | ||
Emoluments for qualifying services |
|
|
|
|
204 |
|
153 |
|
|
|
|
|
|
|
|
- Finance costs
Recognised in loss for year
|
|
|
|
2025 £‘000 |
2024 £‘000 | ||||||
Discount unwinding on deferred consideration and loan payable to previous minority shareholder |
|
|
- |
|
133 |
||||||
Interest on convertible and other loans |
|
|
125 |
|
74 |
||||||
Exchange losses |
|
|
133 |
|
|
||||||
Rent and lease costs |
|
|
49 |
|
|
||||||
Other |
|
|
1 |
|
1 |
||||||
|
|
|
308 |
|
208 |
||||||
The Discount unwinding disclosed above relates to the deferred consideration explained in note 17.
- Taxation
Current tax
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
|
Tax recognised in profit or loss |
|
|
|
|
|
|
| |
Current tax |
|
|
|
|
|
|
| |
Current period |
|
- |
|
- | ||||
|
|
|
|
|
|
|
| |
Deferred tax |
|
|
|
|
|
|
| |
Origination and reversal of temporary differences |
|
|
|
|
- |
|
- | |
|
|
|
|
|
|
|
| |
Total tax |
|
|
|
|
- |
|
- | |
Reconciliation of effective tax rate
|
|
|
|
|
|
|
2025 £’000 |
|
2024 £’000
|
Loss before tax (continuing operations) |
|
|
|
(3,280) |
|
(753) | |||
|
|
|
|
|
|
|
|
|
|
Tax using the Company’s domestic tax rate of 19.0% (2024: 19.0%) |
|
(623) |
|
(143) | |||||
|
|
|
|
|
|
|
| ||
Effects of: |
|
|
|
|
|
|
| ||
Expenses not deductible for tax purposes |
|
|
|
8 |
|
1 | |||
Overseas (profits)/losses |
|
|
|
(12) |
|
20 | |||
Equity-settled share-based payments |
|
|
|
- |
|
2 | |||
Tax losses carried forward not recognised as a deferred tax asset |
|
627 |
|
120 | |||||
|
|
- |
|
- | |||||
The UK corporation tax rate was 19.00% until April 2023 when it increased to 25% for groups with taxable profits of over £250,000.
None of the components of other comprehensive income have a tax impact.
Factors that may affect future tax charges
At the year end, the Group had unused tax losses available for offset against suitable future profits of approximately £12,119,000 (2024: £8,818,000). A deferred tax asset has not been recognised in respect of such losses due to uncertainty of future profit streams.
- Property, plant and equipment
Group
|
|
|
Freehold Property
£’000 |
|
Plant and equipment
£’000 |
Office and computer equipment £’000 |
|
Total
£’000 |
||||||||||||||
Cost |
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance at 1 January 2024 |
|
|
|
- |
|
375 |
|
12 |
|
387 | ||||||||||||
Purchases |
|
|
|
559 |
|
574 |
|
- |
|
1,133 | ||||||||||||
Effect of movements in exchange rates |
|
- |
|
11 |
|
- |
|
11 |
||||||||||||||
Balance at 31 December 2024 |
|
559 |
|
960 |
|
12 |
|
1,531 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance at 1 January 2025 |
|
|
|
559 |
|
960 |
|
12 |
|
1,531 | ||||||||||||
Purchases |
|
|
|
- |
|
232 |
|
- |
|
232 | ||||||||||||
Sales |
|
|
|
- |
|
(22) |
|
|
|
(22) | ||||||||||||
Effect of movements in exchange rates |
|
(38) |
|
(66) |
|
- |
|
(104) | ||||||||||||||
Balance at 31 December 2025 |
|
521 |
|
1,104 |
|
12 |
|
1,637 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Depreciation and impairment provisions |
|
|
|
|
|
|
|
| ||||||||||||||
Balance at 1 January 2024 |
|
|
|
- |
|
29 |
|
12 |
|
41 | ||||||||||||
Depreciation for the year |
|
|
|
11 |
|
52 |
|
- |
|
63 | ||||||||||||
Effect of movements in exchange rates |
|
- |
|
5 |
|
- |
|
5 | ||||||||||||||
Balance at 31 December 2024 |
|
11 |
|
86 |
|
12 |
|
109 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance at 1 January 2025 |
|
|
|
11 |
|
86 |
|
12 |
|
109 | ||||||||||||
Sales |
|
|
|
- |
|
(4) |
|
- |
|
(4) | ||||||||||||
Depreciation for the year |
|
11 |
|
67 |
|
- |
|
78 | ||||||||||||||
Effect of movements in exchange rates |
|
(1) |
|
(6) |
|
- |
|
(7) | ||||||||||||||
Balance at 31 December 2025 |
|
21 |
|
143 |
|
12 |
|
176 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Carrying amounts |
|
|
|
|
|
|
|
|
|
| ||||||||||||
At 31 December 2023 |
|
|
|
- |
|
346 |
|
- |
|
346 | ||||||||||||
At 31 December 2024 |
|
|
|
548 |
|
874 |
|
- |
|
1,422 | ||||||||||||
At 31 December 2025 |
|
|
|
500 |
|
961 |
|
- |
|
1,461 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Depreciation is recognised within administrative expenses.
Company
|
|
|
|
|
|
|
Computer equipment £’000 | ||||||
Cost |
|
|
|
|
|
|
|
|
|
| |||
Balance at 1 January 2024 |
|
|
|
|
|
|
|
|
|
8 | |||
Transfers |
|
|
|
|
|
|
|
|
|
- | |||
Balance at 31 December 2024 |
|
|
|
|
|
8 | |||||||
|
|
|
|
|
|
|
|
|
|
| |||
Balance at 1 January 2025 |
|
|
|
|
|
|
|
|
|
8 | |||
Additions |
|
|
|
|
|
|
|
|
|
- | |||
Balance at 31 December 2025 |
|
|
|
|
|
|
|
8 | |||||
|
|
|
|
|
|
|
|
|
|
| |||
Depreciation and impairment provisions |
|
|
|
|
|
| |||||||
Balance at 1 January 2024 |
|
|
|
|
|
|
|
8 | |||||
Depreciation for the year |
|
|
|
|
|
|
|
- | |||||
Balance at 31 December 2024 |
|
|
|
|
|
8 | |||||||
|
|
|
|
|
|
|
|
|
|
| |||
Balance at 1 January 2025 |
|
|
|
|
|
|
|
|
|
8 | |||
Depreciation for the year |
|
|
|
|
|
|
|
|
|
- | |||
Balance at 31 December 2025 |
|
|
|
|
|
|
|
8 | |||||
|
|
|
|
|
|
|
|
|
|
| |||
Carrying amounts |
|
|
|
|
|
|
|
|
|
| |||
At 31 December 2024 |
|
|
|
|
|
|
|
|
|
- | |||
At 31 December 2025 |
|
|
|
|
|
|
|
|
|
- | |||
|
|
|
|
|
|
|
|
|
|
| |||
- Right of use assets
Group
|
|
|
|
|
Land and buildings £’000 | |||||
Cost |
|
|
|
|
|
|
| |||
Balance at 1 January 2024 |
|
|
|
|
|
|
342 | |||
Disposal |
|
|
|
|
|
|
(342) | |||
Balance at 31 December 2024 |
|
|
- | |||||||
|
|
|
|
|
|
|
| |||
Balance at 1 January 2025 |
|
|
|
|
|
|
- | |||
Disposal |
|
|
|
|
- | |||||
Balance at 31 December 2025 |
|
|
|
|
- | |||||
|
|
|
|
|
|
|
| |||
Depreciation and impairment provisions |
|
|
| |||||||
Balance at 1 January 2024 |
|
|
|
|
342 | |||||
Depreciation for the year |
|
|
|
|
(342) | |||||
Effects of movements in exchange rates |
|
|
|
|
- | |||||
Balance at 31 December 2024 |
|
|
- | |||||||
|
|
|
|
|
|
|
| |||
Balance at 1 January 2025 |
|
|
|
|
|
|
- | |||
Depreciation for the year |
|
|
|
|
|
|
- | |||
Effect of movements in exchange rates |
|
|
|
|
- | |||||
Balance at 31 December 2025 |
|
|
|
|
- | |||||
|
|
|
|
|
|
|
| |||
Carrying amounts |
|
|
|
|
|
|
| |||
At 31 December 2024 |
|
|
|
|
|
|
- | |||
At 31 December 2025 |
|
|
|
|
|
|
- | |||
|
|
|
|
|
|
|
| |||
Depreciation is recognised within administrative expenses.
- Intangible assets – Group
|
|
|
|
|
|
|
|
Exploration rights and development £’000 | |||
|
|
|
|
|
|
|
|
| |||
Cost |
|
|
|
|
|
|
|
| |||
Balance at 1 January 2024 |
|
|
|
|
|
|
|
3,464 | |||
Purchases |
|
|
|
|
|
|
|
146 | |||
Effect of movement in exchange rates |
|
|
|
|
|
|
|
47 | |||
Balance at 31 December 2024 |
|
|
|
|
|
|
|
3,657 | |||
Balance at 1 January 2025 |
|
|
|
|
|
|
|
3,657 |
Purchases |
|
|
|
|
|
|
|
- |
Disposals |
|
|
|
|
|
|
|
(22) |
Effect of movements in exchange rates |
|
|
|
|
|
|
|
(190) |
Balance at 31 December 2025 |
|
|
|
|
|
|
|
3,445 |
Amortisation and impairment losses |
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
|
|
|
|
|
|
60 | ||
Amortisation charge |
|
|
|
|
|
|
22 | ||
Effect of movements in exchange rates |
|
|
|
|
|
|
1 | ||
Balance at 31 December 2024 |
|
|
|
|
|
|
83 | ||
Balance at 1 January 2025 |
|
|
|
|
|
|
|
83 |
Amortisation charge |
|
|
|
|
|
|
|
51 |
Impairment |
|
|
|
|
|
|
|
2,800 |
Effect of movements in exchange rates |
|
|
|
|
|
|
|
(6) |
Balance at 31 December 2025 |
|
|
|
|
|
|
|
2,928 |
Carrying amounts |
|
|
|
|
|
|
|
| |
At 31 December 2023 |
|
|
|
|
|
|
|
|
3,404 |
At 31 December 2024 |
|
|
|
|
|
|
|
|
3,574 |
At 31 December 2025 |
|
|
|
|
|
|
|
|
517 |
The carrying value of the prospecting and exploration rights and development is supported by the estimated resource and current market values. The Group tests intangible assets for impairment annually. As a result, intangible assets have been impaired by £2,800,000 at 31 December 2025.
Amortisation is recognised within administrative expenses.
- Investments in subsidiaries and associates
Company – subsidiaries
|
|
|
|
|
|
2025 £’000 |
|
2024 £’000 | ||||||
Equity investments |
|
|
|
|
|
|
||||||||
Balance at beginning of year |
|
|
|
2,761 |
|
2,594 |
||||||||
Impairment |
|
|
|
(2,761) |
|
|
||||||||
Additions – Increased investment in Falcon Isle Resources LLC |
|
|
|
- |
|
167 |
||||||||
Balance at 31 December: |
|
|
|
- |
|
2,761 |
||||||||
|
|
|
|
|
|
|
|
Country of |
|
Ownership interest | |||
|
|
|
|
|
|
Activity |
incorporation |
|
2025 |
|
2024 | ||
Directly |
|
|
|
|
|
|
|
| |||||
Southern Iron Limited |
Investment |
|
Guernsey |
|
100% |
|
100% | ||||||
Falcon Isle Resources Corp |
Mining |
|
USA |
|
100% |
|
100% | ||||||
Keras US LLC |
Holding company |
|
USA |
|
100% |
|
100% | ||||||
Utah Phosphate |
Dormant |
|
England |
|
100% |
|
N/A | ||||||
Indirectly |
|
|
|
|
|
|
| ||||||
Falcon Isle Holdings LLC |
Holding company |
|
USA |
|
100% |
|
100% | ||||||
|
|
|
|
|
|
|
| ||||||
Registered offices of subsidiary companies are:
- Southern Iron Limited, 1st Floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey
- Falcon Isle Resources Corp, Falcon Isle Holdings LLC and Keras US LLC, 50 West Broadway Suite 300, Salt Lake City, Utah 84101, USA
- Utah Phosphate Limited, 27 Waterden Road, Guildford, GU1 2AZ
The interest in Falcon Isle was acquired for nominal consideration under a binding heads of terms dated 28 July 2020. Under this agreement the Company agreed to provide US$2.5m in loans to Falcon Isle payable in agreed tranches. Falcon Isle is the 100% owner of the Diamond Creek phosphate mine located in in Utah (USA) which is a fully permitted, high grade direct shipping ore organic phosphate operating mine.
At 30 September 2020 the Company had advanced US$ 1.9m to Falcon Isle, resulting in an equity interest of 40% and bringing the cost of the investment in the associate to £1,626,000.
On 31 December 2020 the Company advanced the balance of US$0.6m and its equity interest has increased to a controlling interest of 51%.
The initial acquisitions were accounted for under the equity method of accounting but upon achieving control on 31 December 2020, the acquisition method of accounting has been applied.
The investment in associate was revalued prior to acquisition to fair value based on the price paid to acquire the additional 11% shareholding. Under IFRS 3, on acquisition of the controlling stake, the Group remeasured its original 40% investment in Falcon Isle. This led to a loss on change of ownership of £363,000 being recognised in the Consolidated Statement of Comprehensive Income.
On acquisition the non-controlling interest, valued based upon net assets at acquisition, was valued at £645,000. No goodwill has arisen from the acquisition.
On 29 March 2022, the Company agreed to acquire the outstanding 49% equity interest in Falcon Isle for consideration of US$1,383,473 and loans totalling US$1,816,527 made by the vendor to Falcon `Isle, for total consideration of US$3.2 million, payable in four annual tranches of US$800,000 commencing on 1July 2022 and as such the deferred consideration and loan due to the vendor has been discounted at 12% with the discount being applied against the investment in full. This discount had been fully unwound at 31 December 2024. The non-controlling interest was eliminated against the consideration with the remaining balance of £199,311 transferred to retained earnings.
The cashflow impact of this acquisition for years ended 31 December 2024 and 2025, are the third and fourth instalments of US$800,000 each. The fourth and final instalment of US$800,000 was paid on 1 July 2025.
Group - Associated Company
50% interest in Phosul Utah LLC, incorporated in Utah, USA.
|
|
|
|
|
|
|
2025 £’000 |
|
2024 £’000 | |||||||||
50% equity interest at cost |
|
|
296 |
|
191 |
|||||||||||||
Share of post-acquisition losses |
|
|
(296) |
|
(132) | |||||||||||||
Exchange translation |
|
|
- |
|
(2) | |||||||||||||
|
|
|
|
|
|
- |
|
57 | ||||||||||
- Loans
Company - current
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Balance at beginning of year |
|
2,814 |
|
2,781 | |||
Net funds advanced to (repaid by) subsidiaries |
|
(223) |
|
33 | |||
Impairment of loans |
|
(1,139) |
|
- | |||
Balance at 31 December |
|
1,452 |
|
2,814 | |||
All loans to subsidiaries are currently unsecured and interest free and repayable on demand.
- Inventories
|
|
|
|
|
|
2025 £’000 |
|
2024 £’000 | ||||||||||
Phosphate, including processed material held for sale |
|
482 |
|
532 |
||||||||||||||
|
|
|
|
|
482 |
|
532 | |||||||||||
- Trade and other receivables
Group
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Trade receivables |
|
512 |
|
237 | |||
Other receivables |
|
68 |
|
74 | |||
Prepayments |
|
11 |
|
8 | |||
|
|
591 |
|
319 | |||
|
|
|
|
| |||
Company
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Trade receivables Other receivables |
|
203 - |
|
251 2 | |||
Prepayments |
|
10 |
|
8 | |||
|
|
213 |
|
261 | |||
Other receivables are stated at their nominal value less allowances for non-recoverability.
The Group and Company’s exposure to credit and currency risk is disclosed in note 27. Trade receivables are net of a provision for bad debts of £nil (2024: £nil). No bad debt expense has been recognised in the current or prior years.
21.Retirement benefit schemes
Defined contribution schemes |
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
|||||
|
|
|
|
|
|
|
|
|||||
Charge to profit or loss in respect of defined contribution schemes |
|
- |
|
- | ||||||||
The Group previously operated a defined contribution pension scheme for qualifying employees which has been discontinued. The assets of the scheme were held separately from those of the Group in an independently administered fund.
At the year end, an amount of £nil (2024 - £1,919) was held in trade and other payables in respect of accrued unpaid pension contributions.
- Capital and reserves
Share capital
|
|
|
Number of ordinary shares
| |||||||||||
|
|
|
2025 Shares of 1p each 95,397,177 61,475,877
|
|
2024 Shares of 1p each 80,097,177 15,300,000 |
|||||||||
In issue at 31 December - fully paid |
156,873,054 |
|
95,397,177 |
|||||||||||
All ordinary shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at general meetings of the Company.
Issues of ordinary shares
On 7 April 2025, 1,278,515 ordinary shares were issued at 1.4681 pence per share to settle payables of £19,000, 1,816,836 ordinary shares were issued at the same price to R Lamming to settle outstanding fees of £27,000 and 523,383 ordinary shares were issued at the same rate to B Moritz in respect of Company liabilities settled personally by him of £7,728.
On 14 August 2025, 53,571,429 ordinary shares were issued for cash consideration of £750,000 at 1.4p per shares, including shares issued under an open offer to shareholders, and 4,285,714 ordinary shares were issued at the same price to R Lamming to settle outstanding fees of £60,000.
Other reserves
Share option reserve
All share options previously issued have either lapsed or been waived. The balance of the share option/warrant reserve, which comprised the cumulative entries made to the consolidated statement of comprehensive income in respect of equity-settled share-based payments, has been transferred to retained earnings.
Exchange reserve
The exchange reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
Convertible loan note reserve
The convertible loan reserve comprises the part of the Convertible Loan Notes in issue at 31 December 2025, which is calculated to be equity, as set out in Note 26.
- Earnings per share
Basic and diluted earnings/(loss) per share
The calculation of basic earnings/(loss) per share at 31 December 2025 is based on the following (loss)/profit attributable to ordinary shareholders and a weighted average number of ordinary shares in issue.
Loss attributable to ordinary shareholders (£)
|
|
|
|
|
2025 |
|
2024 |
Continuing operations |
|
(3,280,000) |
|
(737,000) | |||
Loss attributable to ordinary shareholders |
|
(3.280,000) |
|
(737,000) | |||
Basic weighted average number of ordinary shares
|
|
|
|
|
2025 |
|
2024
|
Issued ordinary shares at beginning of year |
|
95,397,177 |
|
80,097,177 | |||
Effect of shares issued |
|
24,680,397 |
|
2,936,712 | |||
Weighted average number of ordinary shares |
|
120,077,574 |
|
83,033,889 | |||
- Share-based payments
|
Number of share options |
Average exercise price | ||
|
2025 |
2024 |
2025 |
2024 |
|
|
|
Pence |
Pence |
Outstanding at 1 January |
1,900,000 |
1,300,000 |
|
16 |
Issued in year |
- |
600,000 |
|
4 |
Lapsed or waived in the year |
(1,900,000) |
- |
|
|
Outstanding at 31 December |
- |
1,900,000 |
N/A |
16 |
|
|
|
|
|
Exercisable at 31 December |
- |
1,900,000 |
N/A |
16 |
All share options previously in issue had lapsed at 31 December 2025, or, in the case of options issued to R Lamming, the rights had been waived.
- Trade and other payables
Group - Current
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Trade payables |
|
|
|
|
292 |
|
404 |
Accrued expenses |
|
|
|
|
182 |
|
118 |
Other payables |
|
|
|
|
171 |
|
44 |
Short term loan |
|
|
|
|
112 |
|
- |
Deferred consideration to previous minority shareholder in subsidiary company |
|
|
|
|
- |
|
639 |
|
|
|
|
|
757 |
|
1,205 |
Group – Non-Current
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Convertible loans and Promissory notes repayable 2028 (see Note 26) |
|
|
2,023 |
|
1,997 | ||
|
|
|
|
|
2,023 |
|
1,997 |
Company - Current
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Trade payables |
|
|
|
|
54 |
|
98 |
Accrued expenses |
|
|
|
|
79 |
|
76 |
Other payables |
|
|
|
|
171 |
|
30 |
Deferred consideration to previous minority shareholder in subsidiary company |
|
|
|
|
- |
|
639 |
|
|
|
|
|
304 |
|
843 |
Company – Non-Current
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||
Convertible loan notes repayable 2028 (see note 26) |
|
858 |
|
813 | |||||||||||||||||||
|
|
|
|
|
858 |
|
813 | ||||||||||||||||
There is no material difference between the fair value of trade and other payables and accruals and their book value. The Group’s and Company’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 27.
Deferred consideration and loans to previous minority shareholders relates to the acquisition of the outstanding 49% equity interest in Falcon Isle and loans totalling US$1,816,527 made by the vendor to Falcon Isle, for total consideration of US$3.2 million, payable in four annual tranches of US$800,000 commencing on 1 July 2022 and as such the deferred consideration and loans to previous minority shareholders has been discounted at 12%. During the prior year, unwinding of £156,000 was recognised as a finance cost in the statement of profit or loss.
- Loans and borrowings
Group – Non-Current
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Promissory notes, repayable 2028 US$350,000 7% secured notes |
|
|
|
i |
260 |
|
280 |
US$762,500 8% unsecured notes |
|
|
|
ii |
567
|
|
609
|
Interest free loan repayable 2029
|
|
|
|
|
338 |
|
295 |
Convertible loan notes, repayable 2028 £300,000 7% notes |
|
|
|
iii |
281 |
|
281 |
£597,500 4% notes |
|
|
|
iv |
501 |
|
501 |
Rolled up interest |
|
|
|
|
76 |
|
31 |
|
|
|
|
|
2,023 |
|
1,997 |
Company – Non-Current
|
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Convertible loan notes, repayable 2028 £300,000 7% notes |
|
|
|
iii |
281 |
|
281 |
£597,500 4% notes |
|
|
|
iv |
501 |
|
501 |
Rolled up interest |
|
|
|
|
76 |
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
858 |
|
813 |
- On 22 January 2024, a secured 4-year promissory note of US$350,000 was issued by Falcon Isle. The note carries 7% interest and is repayable after 4 years. Falcon Isle has the right to repay it, without penalty, after 2 years. Interest is payable annually.
- On 28 May 2024, unsecured 4-year promissory notes totalling USUS$762,500 were issued by Falcon Isle. The notes carry 8% interest and are repayable after 4 years. Falcon Isle has the right to repay them, without penalty, after 2 years. Interest is payable annually.
- On 22 January 2024, a 4-year convertible loan of £300,000 was issued by the Company. It carries interest at 7% per annum and is convertible into ordinary shares of £0.01p at a conversion price of £0.04 per share. The loan note may be converted at any time by notice given by the holder, interest will be rolled up and included with the amount being converted or paid at the end of the 4-year loan period if not converted. The equity portion of the loan is computed as £19,439 using market interest rate of 9.0%, recorded within statement of changes in equity. Notwithstanding this, if not converted the loan note is repayable at its nominal value of £300,000 if not converted.
- On 28 May 2024, 4-year convertible loan notes totalling £597,805 were issued by the Company. They carry interest at 4% per annum and are convertible into ordinary shares of £0.01p at a conversation price of £0.0275 per share. The loan notes may be converted at any time by notice given by the holders; interest will be compounded annually and included with the amount being converted or paid at the end of the 4-year loan period if not converted. The equity portion of the loan is computed as £96,836 using market interest rate of 9.0%, recorded within statement of changes in equity. Notwithstanding this, if not converted the loan note is repayable at its nominal value of £597,805 if not converted.
In addition, in June 2025 the Company issued Zero-Coupon Convertible Loan Notes for £750,000. Of this amount, £150,782 is disclosed as a current liability and £599,218 was converted to Ordinary Shares on 14 August 2025 at a price of 1.4p per share, and is included in Convertible Loan Note Reserves at 30 June 2025.
- Financial instruments
Financial risk management
The Group’s operations expose it to a variety of financial risks that include liquidity risk. The Group has in place a risk management programme that seeks to limit the adverse effect of such risks on its financial performance.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows.
Group
|
|
|
|
|
Financial assets at amortised cost | ||
|
|
|
|
|
Carrying amount
| ||
Credit risk |
|
|
|
|
2025 £‘000 |
|
2024 £‘000 |
Trade and other receivables |
|
|
|
|
591 |
|
319 |
Cash and cash equivalents |
|
|
|
|
153 |
|
249 |
|
|
|
|
|
744 |
|
568 |
Expected credit loss assessment
|
|
|
|
|
| ||
|
|
|
Balance |
|
Expected loss rate % |
|
Loss allowance |
Trade receivables |
|
|
£’000 |
|
|
|
£’000 |
Current |
|
|
22 |
|
- |
|
- |
1-30 days overdue |
|
|
81 |
|
- |
|
- |
31-60 days overdue |
|
|
12 |
|
- |
|
- |
61-90 days overdue |
|
|
11 |
|
- |
|
- |
Over 90 days overdue |
|
|
386 |
|
- |
|
- |
|
|
|
512 |
|
|
|
- |
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Group reviews its facilities regularly to ensure it has adequate funds for operations and expansion plans.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
Group
2025
|
|
|
Carrying amount £’000 |
|
Contractual cash flows £’000 |
|
3 months or less £‘000 |
|
3-12 months £‘000 |
|
2-5 years £’000 |
|
Non-derivative financial assets |
|
|
|
|
|
|
|
|
| |||
Inventory |
|
|
482 |
|
482 |
|
482 |
|
- |
|
- |
|
Trade and other receivables |
|
|
591 |
|
591 |
|
591 |
|
- |
|
- |
|
Cash and cash equivalents |
|
|
153 |
|
153 |
|
153 |
|
- |
|
- |
|
|
|
|
1,226 |
|
1,226 |
|
1,226 |
|
- |
|
- |
|
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
| |||
Trade and other payables |
|
2,780 |
|
3,021 |
|
755 |
|
1,133 |
|
1,133 |
||
|
|
|
2,780 |
|
3,021 |
|
755 |
|
1,133 |
|
1,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity gap |
|
|
(1,554) |
|
(1,795) |
|
471 |
|
(1,133) |
|
(1,133) |
|
Group
2024
|
|
|
Carrying amount £’000 |
|
Contractual cash flows £’000 |
|
2 months or less £‘000 |
|
2-12 months £‘000 |
|
2-5 years £’000 |
||||||||||||
Non-derivative financial assets |
|
|
|
|
|
|
|
|
| ||||||||||||||
Inventory |
|
|
532 |
|
532 |
|
532 |
|
- |
|
- |
| |||||||||||
Trade and other receivables |
|
|
319 |
|
319 |
|
319 |
|
- |
|
- |
| |||||||||||
Cash and cash equivalents |
|
|
249 |
|
249 |
|
249 |
|
- |
|
- |
| |||||||||||
|
|
|
1,100 |
|
1,100 |
|
1,100 |
|
- |
|
- |
| |||||||||||
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
| ||||||||||||||
Trade and other payables |
|
3,202 |
|
3,478 |
|
873 |
|
1,302 |
|
1,302 |
|||||||||||||
|
|
|
3,202 |
|
3,478 |
|
873 |
|
1,302 |
|
1,302 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liquidity gap |
|
|
(2,102) |
|
(2,378) |
|
227 |
|
(1,302) |
|
(1,302) |
||||||||||||
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
The Group is exposed to foreign currency risk on purchases that are denominated in currencies other than GBP. The currencies giving rise to this risk are primarily the US dollar.
The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
|
|
GBP £’000 |
|
USD £’000 |
| |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
36 |
|
117 |
|
Trade and other receivables |
|
|
16 |
|
580 |
|
Trade and other payables |
|
|
(304) |
|
(453) |
|
Loans |
|
|
(858) |
|
(1,165) |
|
|
|
|
(1,110) |
|
(921) |
|
Fair values
The fair values of financial instruments such as trade and other receivables/payables are substantially equivalent to carrying amounts reflected in the balance sheet.
Capital management
The Group’s objective when managing capital is to safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining a sufficient level of funds, in order to support continued operations.
The Group considers its capital to be total shareholders’ equity which at 31 December 2025 for the Group totalled £424,000 (2024: £2,951,000) and for the Company totalled £539,000 (2024: £4,247,000).
- Related parties
The Group’s related parties include its key management personnel, substantial shareholders and others as described below.
With the exception of US$650,000, all the subscriptions for Promissory Notes (US$1,012,500) and Convertible Loan Notes (£897,805) as set out in Note 26 were made by related parties. Each of Russell Lamming and Graham Stacey, directors of the Company, subscribed US$100,000, divided equally between Unsecured Promissory Notes and 4% Convertible Loan Notes. The balance was subscribed by Christopher Grosso, a substantial Shareholder, and the Diane H. Grosso Credit Shelter Trust, an associated party of Christopher Grosso. These subscriptions were made in 2024, but the liability remains outstanding at 31 December 2025.
With the exception of US$650,000, all the subscriptions for Promissory Notes (US$1,012,500) and Convertible Loan Notes (£897,805) as set out in Note 26 were made by related parties. Each of Russell Lamming and Graham Stacey, directors of the Company, subscribed US$100,000, divided equally between Unsecured Promissory Notes and 4% Convertible Loan Notes. The balance was subscribed by Christopher Grosso, a substantial Shareholder, and the Diane H. Grosso Credit Shelter Trust, an associated party of Christopher Grosso.
Christopher Grosso and Joseph Carbone, substantial shareholders, subscribed in equal amounts for £750,000 of zero coupon convertible loan notes in June 2025. Of that amount £599,218 was converted to Ordinary Shares in August 2025 and £150,782 remained to be repaid at 31 December 2025.
In addition, Christopher Grosso advanced US$150,000 to FIR by way of an unsecured interest free loan, which remained outstanding at 31 December 2025.
Russell Lamming, a Director, was issued new Ordinary Shares to the value of £27,000 in April 2025 and a further £60,000 in August 2025 in settlement of amounts due to him.
Brian Moritz, a Director, personally settled £7,728 of liabilities of the Company during 2024. This amount was capitalised into Ordinary Shares in April 2025. In addition, he subscribed £7,000 for new Ordinary Shares under the Open Offer to Shareholders in August 2025
Other related party transactions
During the financial year the Group recorded sales to its associate, Phosul Utah LLC, totalling £441,363 (US$573,000). At 31 December 2025 the outstanding trade receivable balance due from Phosul Utah LLC was £398,568 (US$535,875).
Transactions with Group companies
The Company had the following related party balances from financing activities:
|
2025 £’000 |
2024 £’000 | |
Southern Iron Limited |
|
| |
- Loans and receivables (interest free) |
- |
20 | |
Falcon Isle Resources LLC |
|
| |
|
2,798 |
2,794 | |
|
|
|
- Subsequent events
- On 12 September 2026 the Company entered into a conditional agreement with Swatech Mineral Processors (Pty) Limited to acquire 51% of the issued share capital of Cornerstone Mining (Pty) Limited, a company registered in Namibia. Cornerstone, a copper exploration and mining company, will be the holder of two Exclusive Prospecting Licences (“EPLs”) in the vicinity of Opuwo in northwestern Namibia. Cornerstone will also own certain mining claims situated within the EPLs.
The initial consideration for the acquisition comprises:
> US$1m in cash, payable in two tranches of US$500,000, the second of which is payable on completion; and
> 18 million Ordinary Shares in the Company credited as fully paid.
In addition, Swatech will be issued with up to a further 46 million Ordinary Shares on the achievement of certain milestones based on production and confirmation of mineral resources.
Keras has agreed to provide loans to Cornerstone of US$2m to be spent on exploration and development of the EPLs. Keras will have the option to acquire a further 19% of Cornerstone for consideration of US$1m, increasing the percentage owned to 70%.
Swatech will retain a gross revenue royalty of 5% on Cornerstone’s sales up to a maximum of US$5 million.
- On 12 September 2026 the Company agreed to sell the whole of its interest in FIR to Christopher Grosso and Joseph Carbone (“Purchasers”), who are substantial shareholders in the Company. The consideration for the sale is:
- US$ 1 million in cash payable on completion; and
- the cancellation of Convertible Loan Notes held by the Purchasers and the Diane H Gosso Credit Shelter Trust totalling £820,000, plus all rolled up interest accrued on the Notes. At 31 December 2025 such rolled up interest totalled £71,000.
The Company will also receive a royalty of US$10 per long ton on all future sales made by FIR.
The sale is conditional on the approval of the transaction by an Ordinary resolution at a General Meeting of the Company, with the Purchasers not voting.
- On 12 September 2026 the Company entered into subscription agreements to raise
£1,700,000 by the issue of 85,000,000 Ordinary Shares at a price of 2p per share. Of these
Ordinary Shares, 45,000,000 are being allotted immediately and the issue of 40,000,000
is conditional on approval of the requisite authority at the Annual General Meeting.
For further information please visit www.kerasplc.com, follow us on X (formerly Twitter) @kerasplc or contact the following:
Russell Lamming
|
Keras Resources plc |
|
Nominated Adviser & Broker Jen Clarke / Ewan Leggat
Investor Relations Hugo de Salis
|
SP Angel Corporate Finance LLP
Lepanto Consulting Ltd
|
+44 (0) 20 3470 0470
+44 (0) 7967 496 863
|
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