Final Results
Summary by AI BETAClose X
Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining
31 October 2025
Vast Resources plc
(‘Vast’ or the ‘Company’)
Final Results
Vast Resources plc, the AIM-listed mining company, is pleased to announce its audited final results for the 12-month period ended 30 April 2025.
A copy of the annual report will be available on the Company’s website at www.vastplc.com and printed copies are being posted to shareholders.
**ENDS**
For further information, visit www.vastplc.com or please contact:
For further information, please visit the Company’s website at www.vastplc.com or contact:
| Vast Resources plc Andrew Prelea (CEO) | +44 (0) 20 7846 0974 |
| Strand Hanson Limited – Nominated & Financial Adviser James Spinney / James Bellman | +44 (0) 207 409 3494 |
| Shore Capital Stockbrokers Limited – Joint Broker Toby Gibbs / James Thomas (Corporate Advisory) | +44 (0) 20 7408 4050 |
| Axis Capital Markets Limited – Joint Broker Richard Hutchinson | +44 (0) 20 3206 0320 |
| St Brides Partners Limited Susie Geliher | http://www.stbridespartners.co.uk/ +44 (0) 20 7236 1177 |
OVERVIEW OF THE YEAR ENDED 30 APRIL 2025
Vast Resources plc (‘Vast’ or the ‘Group’ or the ‘Company’) is focused on key mining opportunities in Romania, Zimbabwe and Tajikistan. These opportunities comprise the Baita Plai Polymetallic Mine (“BPPM”) in Romania, the Group’s recovery of an historical claim in Zimbabwe, and participation in two mining projects in Tajikistan. The Group continued to hold the Manaila Polymetallic Mine (“MPM”) in Romania on care and maintenance during the reporting period with the expectation of a funding round at a later stage.
Financial
- Revenues for the year ended 30 April 2025 were US$0.484 million compared to US$2.026 million for the year ended 30 April 2024. The decrease is due to a reduction in revenues from the Company’s lower concentrate sales in Romania following the reorganisation of Vast Baita Plaia SA.
- 24% decrease in other administrative and overhead expenses for the year ended 30 April 2025 (US$3.162 million) compared to the year ended 30 April 2024 (US$4.163 million).
- A decrease in losses after taxation in the year ended 30 April 2025 (US$6.573 million) compared to the year ended 30 April 2024 (US$13.603 million as restated and disclosed in note 28).
- Cash balances at the end of the period were US$0.020 million compared to US$0.025 million at 30 April 2024.
Operational Development
- BPPM milled production decreased from 86,171 metric tonnes for the year ended 30 April 2024 to 21,483 metric tonnes for the year ended 30 April 2025. Production was inevitably impacted by the Company’s decision in June 2024 to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of voluntary reorganisation.
- At Aprelevka plant production increased 58% to 449 thousand metric tonnes for the year ended 30 April 2025.
- In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. This was executed in response to operational pressures caused by the Unions and certain BPPM employee demands and practices which were adversely impacting mine performance. The reorganisation request was approved by the Court and a final creditor reorganisation plan is expected to be presented to the Court and finalised by the end of the calendar Q1 2026. The reorganisation does not affect the ownership or control of the mine and has been executed in the best interests of the Company and its shareholders.
- In August 2024, the Company’s 100% subsidiary Vast Baita Plai SA (“VBPSA”) successfully extended the Head Licence held by Baita SA and under which VBPSA has the rights to mine polymetallics at BPPM for a further five years by way of Government Decision 6/2024 on 9 August 2024. In obtaining this approval, drilling results from the Company’s drill campaign in 2023 were submitted.
- In September 2024, the Company executed agreements with an ecological project to process and market products from clean-up operations at the former Hanes Gold Mine located in the Alba region of Romania. The Company expects to begin production and marketing in 2026.
- As announced on 25 April 2025, the historical diamond parcel was released by the Reserve Bank of Zimbabwe (“RBZ”). An amount of $0.175 million in respect of the historical costs incurred in bringing the diamond parcel to its present location and condition at the year end has been included in inventory.
- The Company signed a Memorandum of Understanding (the ‘MOU’) with the Government of Tajikistan and Gulf International Minerals Ltd (‘Gulf’), (the company which appointed Vast to manage and develop the Aprelevka Gold Mines, in which Gulf holds a 49% interest) (together, the ‘Parties’). The purpose of the MOU is to provide a framework of cooperation and facilitate collaboration among the Parties in respect of developing the growth of the non-ferrous mining industry in the Republic of Tajikistan, with the objective of unlocking the resource potential of the country by attracting foreign direct investment and opening markets for export and beneficiation of non-ferrous metals to the Gulf Cooperation Council and US markets. The MOU will be valid until 19 May 2026.
Post reporting date:
- The Company appointed Strand Hanson Limited as Nominated and Financial Adviser to the Company on 6 May 2025, replacing Beaumont Cornish Ltd.
- The Company has been working with specialist consultants to develop new cleaning and sorting processes specific to Zimbabwe rough diamonds, which are unique in character and require several layers of cleaning and preparation to maximise their value at tender. The intention of the Company is to be directly and indirectly involved in the entire value-chain where possible in order to maximise returns for shareholders from the diamond parcel and this could create further opportunities for the Company in the future.
- In June 2025 the Company established a group of technical services function including mining engineers, geologists, and operational management tasked with a review of the Company’s asset base and in establishing a sustainable operational plan to unlock the potential of the current asset base.
Funding
Equity:
Fundraising share issues during the year (gross proceeds before cost of issue):
| £ | $ | Shares issued | Issued to | |||
| 1,966,000 | 2,527,432 | 1,630,000,000 | Placing with investors | |||
| 50,000 | 63,668 | 50,000,000 | Settle debt | |||
| 2,016,000 | 2,591,100 | 1,680,000,000 |
Post reporting date:
| £ | $ | Shares issued | Issued to | |||
| 2,012,000 | 2,677,586 | 503,000,000 | Warrants exercised by investors | |||
| 212,000 | 287,083 | 60,571,428 | Subscription by investor | |||
| 4,500,000 | 6,050,229 | 1,825,396,824 | Placing with investors | |||
| 6,724,000 | 9,014,898 | 2,388,968,252 |
On 29 February 2024 the Company approved a capital reorganisation under which the number of existing ordinary shares in issue were reduced by a factor of six. The shares issued during the year ended 30 April 2024 have been adjusted to reflect the reduction.
Debt:
Several extensions were made to the loans from Alpha and Mercuria, culminating in a new schedule of repayments announced on 29 April 2024 and which would begin on 7 May 2024. Given the delays in refinancing and the release of the diamond parcel, the Company has not repaid any amounts to its lenders under the revised schedule. The Company continues to discuss arrangements with both Alpha and Mercuria and plans to repay the debts from the diamond proceeds and alternative funding measures.
Management
On 7 May 2025, the Company appointed Mr James McFarlane as a Non-Executive Director.
Political and environmental
The rising tensions in the Middle East and the ongoing conflict in Ukraine has not had any direct adverse impact on the group’s operations but has impacted commodity markets. Gold prices have hit record highs and copper futures have remained firm. A combination of anticipated US interest rate cuts, Chinese stimulus and geopolitical tensions have been bullish for commodity prices.
CHAIRMAN’S REPORT
As announced on 25 April 2025, the historical diamond parcel was released by the Reserve Bank of Zimbabwe (“RBZ”). The parcel had been held in safe custody at the RBZ by order of the Supreme Court since early 2010. While the parcels have remained untouched for over 15 years, this has been a long and difficult process for the Company and shareholders to endure. Subsequent, to the year-end, the Group has also been involved in the development of new cleaning and sorting processes to enhance the value of the rough diamonds and is also maximising returns for shareholders through participation in the other aspects of the value chain. The Company has begun the process of selling the diamonds and this will significantly improve the financial position of the Company. Andrew Prelea provides further details on our current progress in his strategic report, and we are optimistic about new business opportunities related to our Zimbabwe operations.
Elsewhere in the Group, the Company has been reorganising and repositioning its business operations to stabilise the business and originate new commercial opportunities. Following the release of the diamonds, the Company established a Group technical services function comprising of experienced mining engineers, geologists and operations management which is tasked with undertaking a review of the Group’s existing asset base. The focus will be to establish a sustainable operational plan that will subsequently support ongoing technical studies aimed at unlocking the potential of the current asset base as well as assessing new potential opportunities in Romania, Tajikistan and Zimbabwe. The sale of the diamonds will support the recapitalisation of the Group., and the Company is in discussions with investors to further solidify its financial position and expand its operations.
Romania
The Company decided to enter Vast Baita Plai SA, the operator of the Baita Plai Polymetallic Mine (“BPPM”), into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. This was a reaction to a dispute with the Unions and certain members of the Baita Plai workforce which unreasonably compromised the ability of the mine to improve productivity. The reorganisation request was approved by the Court and a final creditor reorganisation plan is expected to be presented to the Court and finalised by the end of the calendar Q1 2026.
As announced on 12 June 2025, the Company is to undertake a comprehensive review of the geology of and the mining strategy at BPPM with the aid of a newly established group technical services function. This will include the generation of a new mine plan, supported, if necessary, by a new drilling programme. To ensure that there is an optimal outcome from this review it has been deemed prudent to undertake a temporary suspension of operations. This review will also cover the existing plan to restart activities at its Manaila-Carlibaba project in Romania during the second half of 2025 given interest from potential off-takers.
As reported last year we entered into an important royalty agreement with a mine greening company leveraging Vast’s inhouse expertise and assets to assist with further processing and commercialisation of product at a number of clean- up sites. Given priorities, this has been put on hold until such time that operations restart at BPPM and the Company can allocate appropriate internal technical skills to the project.
Tajikistan
The Company continues to make progress in improving production volumes and efficiencies in Aprelevka, a Tajikistan gold mining company in which it has a 4.9% interest in consideration for mining production and management services. Plant production increased 58% to 449 thousand metric tonnes for the year ended 30 April 2025. The Company is now planning to focus time on grade control and mining processes at Aprelevka’s four mines.
Zimbabwe
The successful release of the diamond parcel at the RBZ has been a significant achievement indicating the importance of complying with due process. We believe this provides a positive environment for pursuing potential new opportunities in the country.
Directors and management
After the year-end on 7 May 2025 the Company appointed James McFarlane as a Non-Executive Director. James is a globally experienced mining professional, and we are very pleased to welcome him to the team.
Funding
Whilst the Company is in technical default of the repayment terms to Alpha and Mercuria, the Company continues to discuss arrangements with both Alpha and Mercuria. Both lenders are and have been supportive. The Company plans to use the proceeds from the sale of the diamond parcel together with alternative measures to settle the outstanding debts.
Corporate Governance
As stated in the Strategic Report, the Company has adopted on a comply and explain basis the Quoted Company Alliance (‘QCA’) code on Corporate Governance. This is further discussed in Andrew Prelea’s strategic report.
The Board strives to promote a corporate culture based on sound ethical values and behaviours. The Company maintains a strict anti-corruption and whistle blowing policy and the Directors are not aware of any event in any jurisdiction in which it operates that might be considered to be a breach of this policy. The Company has formally adopted Code of Conduct, Health and Safety, Environmental, and Human Rights policies which clearly articulate the Board’s expectations and strengthen the control environment of the organisation. The Company continues to operate a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016 as amended by the Market Abuse Exit Regulations 2019. The Company is also committed to maintaining open dialogue with shareholders, employees and other stakeholders.
Appreciation
The continued support and resolve of shareholders and other stakeholders through times that have been challenging is much appreciated. To fellow directors, thank you for your advice and support, and to management and staff both in Romania and Zimbabwe for their continued effort on behalf of the Company.
Brian Moritz
Chairman
STRATEGIC REPORT
Principal activities, review of business and future developments
Vision and mission
The Vision of the Group is to be the partner of choice in bringing liquidity to and unlocking value in challenging and neglected mining jurisdictions. The mission of the Group continues to be to become a mid-tier mining group, one of the largest polymetallic (copper, zinc, silver, and gold) producers in Romania, a major player in the mining industry in Tajikistan, and to seek new mining opportunities in Zimbabwe following the release of the diamond parcel.
Principal activities
In Romania the Group has focused on operating the Baita Plai Polymetallic Mine (“BPPM”) which commenced production in October 2020. The Manaila Polymetallic Mine (“MPM”) has remained on care-and-maintenance during the period and the Company is engaged with new investors to support the restart.
In Tajikistan, the Company was appointed on 16 January 2024 to manage and develop the Aprelevka Gold Mines for which it is entitled to an effective 4.9% share of the earnings before interest and tax in these operations. In addition the Group has a mining project with a fluoride and galena mine to produce and market non-ferrous concentrate and other metals.
Following the release of the diamond parcel by the Reserve Bank of Zimbabwe, the Group believes this jurisdiction offers an improved environment for assessment of additional opportunities.
In both Romania and Tajikistan, the Group holds further mining claims or other interests which are under appraisal.
Review of business
Romania
BPPM (100% interest)
Operations
BPPM produced concentrate throughout the year, decreasing milled production from 86,171 metric tonnes for the year ended 30 April 2024 to 21,483 metric tonnes for the year ended 30 April 2025. Production was inevitably impacted by the Company’s decision in June 2024 to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. This has had the desired effect of eliminating operational pressures caused by the Unions and certain BPPM employee demands and practices which were detrimental to mine performance. The reorganisation request was approved by the Court and a final creditor reorganisation plan is expected to be presented to the Court and finalised by the end of the calendar Q1 2026. The reorganisation does not affect the ownership or control of the mine and BPPM has been producing during the year albeit at significantly reduced volumes. Following the release of the diamond parcel, the Company announced in June 2025 that, with the employment of a new group technical services function including experienced mining engineers, geologists and operational management, it was undertaking a comprehensive review of the geology of and the mining strategy at BPPM. This will include the generation of a new mine plan, supported, if necessary, by a new drilling programme. To ensure that there is an optimal outcome from this review it has been deemed prudent to undertake a temporary suspension of operations.
The results from the first phase of the Company’s drill campaign were promising and the Company successfully extended the Head Licence held by Baita SA and under which VBPSA has the rights to mine polymetallics at BPPM for a further five years. The mine does require continued investment to significantly increase volumes. To this end, and reflecting the potential of the asset, the Company is in discussions with project-based investors.
Resources
The JORC compliant Resource & Reserve Report for BPPM comprises an Indicated & Inferred mineral resource of 608,000 tonnes at 2.58% copper equivalent based on a copper metal price of US$ 6,655/tonne. Under JORC an exploration target has been identified, which includes an historical mineral resource of between 1.8 million to 3 million tonnes with a copper grade range of 0.50–2.00%, gold range of 0.20–0.80 g/t and silver range of 40-80g/t. Subsequent to the publication of the JORC assessment, and following an analysis of historical data records, the exploration targets previously reported under JORC were increased from 1.8 million – 3.0 million tonnes to 3.2 million - 5.8 million tonnes with copper grades in the range 0.50-2.00%, lead range 0.10-2.00%, zinc range 0.10-2.00%, gold range 0.20- 0.80g/t, and silver range 40-80g/t further reinforcing the value of BPPM. The Company has also conducted an initial drilling campaign as part of its licence renewal in August 2024 and plans to extend the drilling for the purpose of establishing an enlarged JORC compliant Mineral Resource and in due course an Ore Reserve. The drilling campaign is supported by a Technical Programme Report prepared by the Chief Geologist for geological and geotechnical consultants, Formin SA, and countersigned by Top Consulting, Canada. The Report concludes that the fulfilment of the programme will give the Company the potential opportunity to upgrade the existing Mineral Resource with the inclusion of a JORC compliant Exploration Target of 11.65 to 12.65 million metric tonnes at 0.98% to 1.69% copper, 0.23% to 0.57% lead, and 0.17% to 0.62% zinc. Initial drill results received were very encouraging confirming the potential to extend the mining area.
MPM (100% interest)
The Manaila Carlibaba exploitation perimeter contains a JORC (2012) compliant Indicated Mineral Resource of 3.6 million tonnes grading 0.93% copper, 0.29% lead, 0.63% zinc, 0.23g/t gold and 24.9g/t silver with Inferred Mineral Resources of 1.0 million tonnes grading 1.10% copper, 0.40% lead, 0.84% zinc, 0.24g/t gold and 29.2g/t silver. JORC underground exploration targets identified are 7.9 million – 23.6 million tonnes with copper grades in range of 0.4-1.3%, lead range 0.2-0.7%, zinc range 0.3-1.1%, and open pit exploration targets of 1.1 million – 3.2 million tonnes with copper grades in range of 0.4-1.1%, lead 0.1-0.4%, and zinc range 0.2-0.6%. The Company has submitted its application for the extension of the Manaila Carlibaba Exploitation License which has yet to be granted due to administrative delays outside the control of the Company. The submission was made in compliance with standard protocols that oblige the authorities to grant the extension. The company expects to receive formal notice of the extension shortly. The increase in demand for copper together with production efficiencies confirmed by the assessment of the suitability of X-Ray Sorting Technology (‘XRT’) to optimise the mine’s production profile results in a substantial improvement in the economics of MPM. The test results conducted by TOMRA indicate that an XRT machine can substantially reduce transportation and production costs. It is for these reasons that the Company is in discussions with potential new investors at the project level to support the near-term restart of MPM.
Blueberry Polymetallic Gold Project (`Blueberry’) (29.41% effective interest).
The Group has an effective 29.41% economic interest in Blueberry through EMA Resources Ltd (‘EMA’) in a brown field perimeter located at Baia de Aries in the ‘Golden Quadrilateral’ of Western Romania on which historic work has demonstrated prospectivity for gold and polymetallic minerals. The Group has completed a drilling programme on the perimeter which has established sufficient information to support a maiden JORC resource. The Company has completed procedural and reporting requirements with the Romanian authorities. These have now been accepted, and the Company has applied for an exploitation licence. However, there have been continued delays in the grant of the licence due to procedural matters which are not related to the asset and while investors continue to show interest, this has slowed progress. The results and net assets of the Blueberry project are immaterial to the Group and therefore have not been included in the Group financial statements under the equity method of accounting.
Hanes Gold Mine (20% effective interest)
On 11 September 2024 the Company announced that it had executed agreements with an ecological project to process and market products from clean-up operations at the former Hanes Gold Mine located in the Alba region of Romania. The project is expected to be self-financing.
The Company has also entered into an Ecological Option Agreement with a local Non-Profit Organisation to prospect and prepare a Mineral Resource estimate for the remaining 3 million tonnes of the original Hanes gold mine material. The Company’s objective will be to shortly thereafter sign a processing and marketing agreement for the final concentrate on a similar 20% royalty basis to that agreed for the aforementioned clean-up operations as a further element of the strategic eco project for the rehabilitation of the former mining area.
Given priorities, these initiatives are on hold until such time that operations restart at BPPM and the Company can allocate appropriate internal technical skills to the project.
Other Romanian prospects
Given the Company’s focus on BPPM, the application for an Exploration Licence for our current claims at Magura Neagra and Piciorul Zimbrului (collectively known as ‘Zagra’) has been placed on hold and the Group is in discussion with an investor group to recommence the application process. The Group continues to believe that exploitation of the many mining opportunities that have become dormant in Romania over the last two decades will be an attractive prospect for global mining players seeking to capitalize on the projected increase in demand globally for copper occasioned by the global transition to clean energy and electric vehicles.
The Group’s ‘first mover position’ in Romania has attracted interest in resuscitating the large-scale polymetallic resource projects in Romania.
Tajikistan
Aprelevka Gold Mines
In January 2024 the Company was appointed by Gulf International Minerals Ltd (“Gulf”) to manage and develop the Aprelevka Gold Mines in the Tien Shan Belt of Tajikistan. Gulf has a 49% interest in a venture with the Government of Tajikistan (holding 51%) which own the Joint Tajik-Canadian Limited Liability Company, Aprelevka. Under the agreement with Gulf, Vast will be entitled to:
- a 10% share of the earnings before interest and tax that Gulf receives from its 49% interest in Aprelevka;
- a right of first refusal to convert its entitlement into an equity interest of 10% in Gulf at any time from 1 January 2025 to 15 January 2027, and;
- a right to acquire at market price up to a further 20% of the shares of Gulf at any time from 1 January 2025 to 15 January 2027.
Aprelevka holds four active operational mining licences located along the Tien Shan Belt that extends through Central Asia, currently producing approximately 10,000oz of gold and 80,000 oz of silver per annum. It is the intention of the Company to assist in increasing Aprelevka's production from these four mines closer to the historical peak production rates of approximately 27,000oz of gold and 250,000oz of silver per year from the operational mines.
Two additional mines have been explored, and eight further licenced mining areas that are currently being prospected have shown positive results. Aprelevka also has three existing tailings dams that can be reprocessed containing high gold values which can be exploited in the near term.
The Company has made progress at the Aprelevka mine, increasing plant processing volumes 58% to 449 thousand metric tonnes for the year ended 30 April 2025. Plant production improvements continue after the year-end. The newly established Group technical services function comprising of experienced mining engineers, geologists and operations management has been tasked with undertaking a review of current mining activities and grade control procedures. The objective is to substantially increase volumes and profitability in the near term and to complete a JORC compliant resource study.
Takob processing Project (12.25% effective interest)
The Company has an effective interest of 24.5% in Central Asia Minerals and Metals Ore Trading FZCO (“CAMM”) through its 49% shareholding in Central Asia Investments Ltd (‘CAI’) which in turn owns 50% of CAMM. CAMM entered into an agreement with Takob (the “Master Agreement”), a wholly owned subsidiary of the Tajikistan Open Joint Stock Company “TALCO” under which CAMM has upgraded and optimised the processing plant at Takob’s fluorite and galena mine in Tajikistan through the delivery of equipment, technology, technical expertise and financing. Under the Master Agreement CAMM was also appointed as exclusive agent for Takob to market and sell all non-ferrous concentrates and precious metals from Takob’s Mine including but not limited to lead, zinc, gold and silver. CAMM entered into a services agreement with Vast to provide the services required. Takob has undertaken to supply no less than 1,000,000 tonnes of ore to be processed in line with the Project that is anticipated to run with the current Resource statement for 12 years. Based on CAMM’s contractual right to receive up to 50% of net revenues from the Takob project and the Company’s 24.5% interest in CAMM the Company is entitled to an effective 12.25% share of the net revenues generated from the sale of metal concentrates produced at the Takob mine.
Takob Tailings Project
CAMM also executed a Memorandum of Understanding (“MoU”) with Open Joint Stock Company TALCO linked to processing the tailings produced by the Takob Mine processing facility. During the initial soil sampling phase, the company reported visible signs of Lead, Zinc and precious metals, including Gold, Silver & Platinum Group Metals, in the tailings facility. Initial surface survey results show that there is a minimum of 1 million tons and up to 3.3 million tons of material. Over the past 40 years of mining the processing plant was focused on Calcium Fluoride recoveries, not on extraction of non-ferrous or precious metals.
Zimbabwe
We were very pleased to take possession of the diamond parcel. After much delay, the historical diamond parcel was released by the Reserve Bank of Zimbabwe (“RBZ”). While this has been a very lengthy and frustrating process for shareholders and management alike, successful resolution opens a pathway to pursue other potential opportunities. Subsequent, to the year-end, the Group has also been involved in the development of new cleaning and sorting processes to enhance the value of the rough diamonds and is also maximising returns for shareholders through participation both directly and indirectly in the other aspects of the value chain. As announced, the Company has initiated the process of selling the diamonds and such sales are expected tol significantly improve the financial position of the Company.
Corporate
Several extensions to the Company’s loan facilities were made last year, culminating in new schedule of repayments announced on 29 April 2024 and which would begin on 7 May. Given the delays in the release of the diamond parcel, the Company has not repaid any amounts to its lenders during the year. The Company continues to discuss arrangements with both Alpha and Mercuria. Both lenders are and have been supportive. The Company will use the proceeds from the sale of the diamond parcel together with alternative measures to settle the outstanding debts.
Strategy
The Group’s strategy is to:
- Attract appropriate funding for the Group – including from institutional investment
- Attract appropriate joint venture partners and public institutions to invest in the Group and projects of mutual interest
- Grow into a mid-tier mining company both organically and through acquisitions financed principally by third parties
- Optimise operations to produce positive cashflows
- Add value to operations by increasing resources and reserves
- If expedient, hold significant minority stakes in new ventures operationally managed by the Group
- Finance growth, where possible in a non-dilutive manner
- Maintain exposure to Romania and Zimbabwe where the Group has acquired in-depth country knowledge
- Develop the Company’s existing relationship in Tajikistan with Talco with a view to expanding its portfolio within the country
- Expand the Company’s polymetallic footprint further afield to complement its Romanian strategy
Key performance indicators
In executing its strategy, the Board considers the Group’s key performance indicators to be:
Cash cost per tonne milled
- Cash cost per tonne is derived from aggregate cash costs divided by tonnes milled and measures productivity.
- BPPM cash cost per tonne was US$167 for the year (2024: US$94) and is derived from aggregate cash costs divided by tonnes milled and measures productivity. The increase reflects decreased volumes and relative increase in fixed versus variable costs.
- There has been no production at MPM this and last year given the mine was on care and maintenance.
Cash costs per tonne of concentrate
- Cash cost per tonne produced is calculated by dividing aggregate cash cost by concentrate tonnes produced and measures productivity.
- BPPM cash cost per tonne was US$6,721 for the year (2024: US$3,765) and is derived from aggregate cash costs divided by the tonnes produced. The increase reflects decreased volumes and relative increase in fixed versus variable costs.
- There has been no production at MPM this year given the mine has been on care and maintenance.
Plant production volumes as a measure of asset utilisation
- BPPM processed mill feed of 21,483 tonnes (2024: 86,171 tonnes). Production was inevitably impacted by the Company’s decision in June 2024 to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of voluntary reorganisation.
- There has been no production at MPM this and last year given the mine was on care and maintenance.
Total resources and reserves
- These indicators measure our ability to discover and develop new ore bodies, including through acquisition of new mines, and to replace and extend the life of our operating mines. We have published JORC-2012 compliant resource estimates for both BPPM and MPM which are described above.
The rate of utilization of the Group’s cash resources. This is discussed further below.
Cash resources
The Group’s year end position was US$0.020 million (2024: US$0.025 million).
During the year cash used in operations were US$1.929 million, with a significant portion of the balance directly related to developing, supporting and maintaining our mining assets.
Cash outflows from investing activities were US$1.354 million comprising additions to property, plant, and equipment.
Cash net inflows from funding activities were US$3.278 million, comprising the net of the proceeds from the issuance of shares of US$2.516 million and US$0.762 million of proceeds from loans and borrowings.
The Directors monitor the cash position of the Group closely to plan sufficient funds within the business to allow the Group to meet is commitments and continue the development of assets. As part of this process, the Directors closely monitor capital expenditure and the regulatory requirements of the licences to ensure they continue in good standing.
Principal risks and uncertainties
Risk – Going concern
The Group will require funding in order to repay the Mercuria and Alpha debt facilities, and to meet its ongoing working capital needs. The original maturity date for these debt facilities was 15 May 2023 and this has been extended on several occasions. During the year, these loans became due and the Company received notice from Alpha that it was to commence enforcement procedures of the security given to it by a third party, who is a shareholder of the Company. Despite the commencement of these enforcement procedures the Company has been given confirmation by the third party that it is not his intention to take action against the Company despite Alpha commencing enforcement action against him. The Company continues to discuss arrangements with both Alpha and Mercuria and plans to repay the debts from the proceeds of the diamond parcel and from refinancing. The Group continues discussions with several strategic investors to invest at the project level in both the Manaila Polymetallic Mine (“MPM”) and the Baita Plai Polymetalic Mine (“BPPM”) and has also initiated other alternative measures. The expectation is that these measures will allow the Group to repay debt and will also provide the necessary funding to restart MPM and fund the increase in capacity at BPPM.
The Company has also implemented a number of measures to improve the short-term operational and financial position of the Group. In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. This has allowed the operation to significantly reduce both the labour force and operational costs and to improve working practices with the objective of conserving the Group’s cash resources, improve project outcomes, and provide a stable platform for phased growth. The voluntary reorganisation process is ongoing having started with a Court hearing on 14 November 2024, at which the Company’s Judicial Administrator presented the rejected creditors and argued the merits for rejecting any creditors from the initial creditors table, as well as presenting the progress made since entering reorganisation, and the initial step plan for the reorganisation. At a second hearing on 3 April 2025, the Judicial Administrator presented to the court a mandatory report regarding the Company’s activity which was approved. The Company anticipates that the final reorganisation plan approved by the creditors, of which Vast Resources PLC is the majority creditor, will likely be presented to the Court by the end of the calendar Q1 2026.
The anticipated reorganisation plan will of Vast Baita Plai SA, together with the sale of the diamond parcel and other funding measures in discussion are expected to provide the necessary funding for settling the outstanding debt of the Group and to satisfy the working capital needs of the Group.
Having regard to the risks outlined in the Strategic Report regarding the voluntary reorganisations of the Group’s Romanian subsidiaries, and that there is neither a legally binding extension of the Mercuria and Alpha nor alternative legally binding funding or investing arrangements at the date of this report, these conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's and Company's ability to continue as a going concern. The financial statements do not include the adjustment that would result if the Group and Company were unable to continue as a going concern. Details of the key accounting judgements relating to going concern assessment are disclosed on page 37 of the annual report.
Mitigation/Comments
In anticipation of the sale of diamonds arising from the historic claim together with successful execution of refinancing, management is confident that with continued progress in the diamond realisation process Mercuria and Alpha would remain supportive. To date, Mercuria and Alpha have extended the original repayment date several times and have as yet not taken any action directly against the Company to enforce repayment. However, as mitigation, the Company continues to engage with investors and debt providers in order to provide liquidity to repay the Mercuria and Alpha debt and to articulate the fundamental strength of the Group’s business so as to attract additional funding when required.
Risk – Mining
Mining of natural resources involves significant risk. Drilling and operating risks include geological, geotechnical, seismic factors, industrial and mechanical incidents, technical failures, labour disputes and environmental hazards.
Mitigation/Comments
Use of strong technical management together with modern technology and electronic tools assist in reducing risk in this area. Good employee relations are also key in reducing this exposure and consequently, after the year end, the Company entered its mining operation at Baita into reorganisation so as to address suboptimal performance arising from the Unions and certain BPPM employee demands and practices which were adversely impacting mine performance. The reorganisation has given VBPSA the opportunity to dismiss, without significant cost, those employees involved in behaviour detrimental to the Company, but also the possibility to re-employ those employees whom VBPSA wishes to retain on new contracts materially more advantageous to BPSA. Certain employees were demanding a reduction in working hours of about 25% and an increase in paid holidays to almost twice that required under National regulations. The actions taken VBPSA has restored good labour relations, benefiting all stakeholders. The Group is committed to following sound environmental guidelines and is keenly aware of the issues surrounding each individual project.
Risk - Commodity prices
Commodity prices are subject to fluctuation in world markets and are dependent on such factors as mineral output and demand, global economic trends and geo-political stability.
Mitigation/Comments
The Group’s management constantly monitors mineral grades mined, cost of production, and commodity diversity to ensure that mining output from its active projects become economic and that its mining investments are recoverable. The anticipated marginal contributions going forward at BPPM are high versus fixed costs which provides a degree of liquidity protection in the event prices decline significantly.
Risk – Management and Retention of Key Personnel
The successful achievement of the Group's strategies, business plans and objectives depend upon its ability to attract and retain certain key personnel.
Mitigation/Comments
The Group’s policy is to foster a management culture where management is empowered and where innovation and creativity in the workplace are encouraged. The Group has in place a “Share Appreciation Rights Scheme” for Directors and senior executives to provide incentives based on the success of the business and consults third party benchmarks for remuneration.
Risk - Country and Political
The Group’s activities are based in Romania, Zimbabwe and Tajikistan. Emerging market economies could be subject to greater risks, including legal, regulatory, economic, bribery and political risks, and are potentially subject to rapid change.
Mitigation/Comments
The Group’s management team is experienced in its areas of operation and skilled at operating within the framework of the local culture in Romania, Tajikistan and Zimbabwe to progress its objectives. The Group routinely monitors political and regulatory developments in each of its countries of operation. In addition, the Group actively engages in dialogue with relevant government representatives to keep abreast of all key legal and regulatory developments applicable to its operations. The Group has several internal processes and checks in place to ensure that it is wholly compliant with all relevant regulations to maintain its mining or exploration licences within each country of operation.
Risk - Social, Safety and Environmental
The Group's success may depend upon its social, safety and environmental performance, as failures can lead to delays or suspension of its mining activities.
Mitigation/Comments
The Group takes its responsibilities in these areas seriously and monitors its performance across these areas on a regular basis. The Group has adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for Safety, and ISO
140001: 2015 for Environment.
Risk – Voluntary reorganisations of the Group’s Romanian subsidiaries
On 10 June 2024, the Company announced that Vast Baita Plai SA, the Company’s wholly owned Romanian subsidiary that holds the Baita Plai association licence, had entered into a voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. Although the reorganisation is under a judicial court process, it is of a voluntary nature under which administrators are appointed by the Company. Vast Baita Plai SA, and with it Baita Plai, continue to be controlled by and operated by the Company through Andrew Prelea as Special Administrator, appointed under that judicial process. Sinarom Mining Group Srl, the Company’s wholly owned Company holding the Manaila licence recently completed a similar voluntary reorganisation plan which was approved by the Romanian courts and under which the operations continue to be controlled by the Company. Failure to comply with the rules and regulations of the insolvency process could result in bankruptcy proceedings being enacted at Sinarom Mining Group Srl. In the case of Vast Baita Plai SA, the reorganisation process began with a court hearing on 14 November 2024, at which the Company’s Judicial Administrator presented the rejected creditors and argued the merits for rejecting any creditors from the initial creditors table, as well as presenting the progress made since entering reorganisation, and the initial step plan for the reorganisation. At a second hearing on 3 April 2025, the Judicial Administrator presented to the court a mandatory report regarding the Company’s activity which was approved and the Company anticipates the final reorganisation plan approved the creditors, of which Vast Resources PLC will be the majority creditor at the time of the anticipated approval, will be presented to the Court. Failure to adhere to comply with the rules and regulations through the insolvency process could result in bankruptcy proceedings being enacted at Vast Baita Plai S.A.
Mitigation/Comments
The Group via its special administrator, Andrew Prelea, work closely with the Judicial Administrator to ensure that all processes are conducted in accordance with all applicable rules and regulations and that the necessary creditor approval processes are adhered to in order to achieve a satisfactory outcome.
Corporate Governance
The Company has adopted the QCA (Quoted Company Alliance) Code on corporate governance. Details of how the Company complies with this are set out on the Company’s website. Principles which are required to be dealt with under the Code in the Company’s Annual Report are set out below.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
The Company’s vision and mission statements can be found on page 6 of the annual report. Strategic objectives to deliver on the Company’s mission are set out under the Strategy header on page 9 of the annual report. The challenges and risks associated with execution of these strategic objectives, and manner in which they are addressed are described elsewhere in the Report, mainly under the principal risks and uncertainties on page 10 of the annual report.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Company has formally adopted Code of Conduct, Health and Safety, Environmental, and Human Rights policies which clearly articulate the Board’s expectations and strengthen the control environment of the organisation. The Company maintains a strict anti-corruption and whistle blowing policy and the Directors are not aware of any event in any jurisdiction in which it operates that might be considered to be a breach of this policy.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Company has in the past organised question and answer sessions for shareholders and obtains feedback from shareholders through general meetings and direct inquiries. The Company has contracted with a third party to assist with more effective shareholder liaison and contact.
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Company is in continuous communication with regulatory and government bodies to ensure that it conducts its operations in accordance with local requirements. The Group takes its responsibilities in these areas very seriously and monitors its performance across these areas on a regular basis. The Group has adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for Safety, and ISO 140001: 2015 for Environment.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company.
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the Executive Directors. The Board works closely with and has regular ongoing dialogue with the Company Financial Director and other Executive Directors and has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
The risks facing the Company are detailed above. The Board seeks to mitigate such risks so far as it is able to, as explained above, but certain important risks cannot be controlled. The CEO is primarily responsible to the Board for risk management.
In particular, the products the Company mines and is seeking to identify are traded globally at prices reflecting supply and demand rather than the cost of production. In Romania, the Company seeks to protect its cash flow by means of a long-term offtake agreement, but it does not hedge future production.
Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair
Membership of the Board during the year is as follows:
Name Role Appointed
Brian Moritz Non-Executive Chairman 3 October 2016
Andrew Prelea Chief Executive Officer 1 March 2018
Roy Tucker Non-Executive Director 5 April 2005
Paul Fletcher Finance Director 6 November 2019
Nick Hatch Non-Executive Director 9 May 2018
Nigel Wyatt Non-Executive Director 23 August 2021
James McFarlane Non-Executive Director 7 May 2025
The Non-Executive Directors are considered to be independent.
Shareholders do not vote annually on the (re-)election of all the Directors to the Board. All the Directors are subject to re-election at intervals of no more than three years
The table illustrates the success of the Board in refreshing its membership.
The Board is well balanced in its skill sets. Of the Executive Directors, Andrew Prelea is resident in Romania, and Paul Fletcher in the UK. All the Non-Executive Directors are resident in the UK.
Non-Executive Directors are committed to devote 3 days per month to the Company. Executive Directors devote substantially the whole of their time to the Company.
Where possible Directors are physically present at board meetings. However, due to the divergence of locations, Directors are frequently present through video conferencing.
During the year ended 30 April 2025, in addition to several informal Board discussions attended by all the Directors, there were eleven Board meetings of the Company of which nine were attended by all Directors, one was attended by all but two, and one was attended by all but one Director. There were a further five meetings of a formal nature and the Annual General Meeting.
Principle 7: Ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The CVs of the Directors – two executives and four non-executives (five post 7 May 2025) – as disclosed on the website, are set out below. In addition, the Company has employed the outsourced services of Ben Harber of Arch Law (previously Shakespeare Martineau) as company secretary.
Andrew Prelea – Chief Executive Officer
Andrew has been involved in the mining sector for 13 years and with Vast since 2013. He has spearheaded the development of the Company’s Romanian portfolio. Beginning his career in the early 1990s as a bulk iron ore and steel trader in Romania, he then went on to develop his career in the property and earthmoving sector in Australia before returning to Romania in 2003, initially to focus on the development of properties for the Romanian Ministry of Defence and latterly, private sector developments. Throughout his 31year career, Andrew has developed extensive investor and public relations experience and has advised the Romanian government on wide ranging high-level topics including social housing and economic policy. He has built a strong network of contacts across the mining and metals industries and Europe and southern Africa, in addition to policy makers and governmental authorities in Romania, Tajikistan, and Zimbabwe.
Brian Moritz – Chairman
Brian is a Chartered Accountant and former Senior Partner of Grant Thornton UK LLP, London; he formed Grant Thornton’s Capital Markets Team which floated over 100 companies on AIM under his chairmanship. In December 2004, he retired from Grant Thornton UK LLP to concentrate on bringing new companies to the market. He specialises in natural resources companies, primarily in Africa, and was formerly chairman of Metal Bulletin plc, African Platinum plc and Chromex Mining plc as well as currently being chairman of several junior mining companies.
Roy Tucker – Non-Executive Director
Roy is a Chartered Accountant with some 50 years of high level and broad spectrum professional and business experience. He has been the founder of a London banking group, served on bank boards and had a position as a major shareholder of a substantial London commodity house. He is also the founder of Legend Golf and Safari Resort in South Africa. He has substantial investment in the Romanian property sector.
Paul Fletcher – Finance Director
Paul is a Chartered Accountant and Fellow of the Association of Corporate Treasurers with 31 years’ experience working in the commodity and financial services industries. He has held a variety of senior international finance and operational roles in trading, processing, and financial businesses in the US, Europe, and Asia.
Nick Hatch – Non-Executive Director
Nick has more than 39 years’ experience in mining investment banking, primarily as a mining analyst and in managing mining & metals research and equities teams. He was most recently Director of Mining Equity Research at Canaccord Genuity in London. Nick’s experience includes researching and advising on mining companies and projects across the globe and across the commodity spectrum and includes companies of all sizes. Nick left investment banking in 2017, and has set up his own company, Nick Hatch Mining Advisory Ltd, to provide mining research, business development and financing advice. He holds a degree in Mining Geology and is a Chartered Engineer.
Nigel Wyatt – Non-Executive Director
Nigel is a Chartered Engineer, a graduate of the Camborne School of Mines. He has held senior positions in several mining and engineering companies primarily in Southern Africa. These include CEO of Chromex Mining Plc, group marketing director of a De Beers subsidiary group supplying specialised, materials, engineering and technology to the mining and industrial sectors, and commercial director of Dunlop Industrial Products (Pty) Ltd, South Africa. He has wide ranging experience in ore and diamond recovery technologies and the manufacture of electronic sorting equipment. His experience includes the design and erection of ore sorting and treatment plants. Nigel is a Chartered Engineer, a graduate of the Camborne School of Mines.
James McFarlane – Non-Executive Director (appointed 7 May 2025)
James McFarlane is a globally experienced technical mining professional, with a strong background in UK and European mining operations. James has held senior roles in active mining operations in England, Wales, Scotland, Ireland and Australia, and also as a mining consultant supporting exploration and project development studies (Mineral Resource Estimates, Ore Reserve Estimates and Feasibility Studies), across a range of commodities worldwide including gold, copper, and other base and critical metals.
James holds a MSc from the Camborne School of Mines in Mining Geology, is a Chartered Geologist, Chartered Engineer and Registered Professional Geoscientist in the fields of Mining and Mineral Exploration. He is a Fellow of the IOM3, Geological Society of London, the Institute of Quarrying, the North of England Institute of Mining and Mechanical Engineers and is also a Member of the Australian Institute of Geoscientists.
The Company believes that the current balance of skills on the Board, as a whole, reflects the broad range of commercial and professional skills that the Company requires. Among the Executive Directors, Andrew Prelea is experienced in general management, including identifying and negotiating new business opportunities; Paul Fletcher is a Chartered Accountant and Fellow of the Association of Corporate Treasurers with broad international and financial management experience in the commodity sector. The Company has initiated a search for a Chief Operational Officer (COO) Board position and hopes to fill the position in the coming months.
Among the Non-executives Brian Moritz is a Chartered Accountant with senior experience. In addition to his financial skills he has former experience as a Registered Nominated Adviser. Roy Tucker is a Chartered Accountant with many years’ experience in general executive management. Nick Hatch is a qualified geologist with experience in evaluating mining companies and natural resource projects. Nigel Wyatt is a Chartered Engineer, a graduate of the Camborne School of Mines with wide ranging experience in the commercial aspects of mining and in ore and diamond recovery technologies and James McFarlane is both a qualified geologist and mining engineer with global experience.
Importantly, three Directors without geological qualifications have significant experience with junior companies in the natural resources sector.
Principle 7: Maintain appropriate governance Structures
The corporate governance structures which the Company is able to operate are limited by the size of the Board, which is itself dictated by the current size and geographical spread of the Company’s operations, with Directors resident in the UK and Romania. With this limitation, the Board is dedicated to upholding the highest possible standards of governance and probity.
The Chairman, Brian Moritz:
- leads the Board and is primarily responsible for the effective working of the Board;
- in consultation with the Board ensures good corporate governance and sets clear expectations with regards to Company culture, values and behaviour;
- sets the Board’s agenda and ensures that all Directors are encouraged to participate fully in the activities and decision-making process of the Board.
The CEO, Andrew Prelea:
- is primarily responsible for developing Vast’s strategy in consultation with the Board, for its implementation and for the operational management of the business;
- is primarily responsible for new projects and expansion;
- in conjunction with the CFO and Commercial Director is responsible for attracting finance and equity for the Company;
- runs the Company on a day-to-day basis;
- implements the decisions of the Board;
- monitors, reviews and manages key risks;
- leads the Company’s external and investor communications.
The Finance Director, Paul Fletcher:
- is responsible for the administration of all aspects of the Group;
- oversees the accounting and treasury function of all Group companies;
- in conjunction with the CEO, is responsible for the financial risk management of the Company;
- is responsible for financial modelling to support fund raising initiatives and structuring trade related funding;
- is responsible for financial planning and analysis;
- deals with all matters relating to the independent audit.
Roy Tucker who is a Non-Executive Director also provides legal, consultancy and compliance services to the Company.
The Remuneration Committee is currently chaired by Nick Hatch and comprises Nick Hatch, Brian Moritz and Nigel Wyatt. The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. The Committee’s policy is to provide a remuneration package which will attract and retain Directors and management with the ability and experience required to manage the Company and to provide superior long-term performance.
The Audit Committee is currently chaired by Brian Moritz and comprises Brian Moritz, Nick Hatch and Nigel Wyatt. It normally meets twice per annum to inter alia, consider the interim and final results. In the latter case the auditors are present and the meeting considers and takes action on any matters raised by the auditors arising from their audit. The Audit Committee also makes an assessment of the effectiveness and efficiency of the eternal audit through its interactions with both the auditor at Committee meetings and through general interactions with the Company’s CFO and CEO through the year.
Matters reserved for the Board include:
- Vision and strategy
- Production and trading results
- Financial statements and reporting
- Financing strategy, including debt and other external financing sources
- Budgets, acquisitions and expansion projects, divestments and capital expenditure and business plans
- Corporate governance and compliance
- Risk management and internal controls
- Appointments and succession plans
- Directors’ remuneration
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Group is in the process of fast evolution and at this stage in the Company’s development it is not deemed necessary to adopt formal procedures for evaluation of the Board or of the individual Directors. There is frequent informal communication between members of the Board and peer appraisal takes place on an ongoing basis in the normal course of events. However, the Board will keep this under review and may consider formalised independent evaluation reviews at a later stage in the Company’s development.
Given the size of the Company, the whole Board is involved in the identification and appointment of new Directors and as a result, a Nominations Committee is not considered necessary at this stage. The importance of refreshing membership of the Board is recognised and has been implemented. In 2018 Andrew Prelea was appointed to replace Roy Pitchford as CEO, and Nick Hatch replaced Brian Basham as a Non-executive Director. In November 2019, Paul Fletcher was appointed to the Board as Finance Director, and in 2021 Nigel Wyatt was appointed to replace Eric Diack as Non-executive Director, and James McFarlane was appointed as Non-executive Director after the period end. Nevertheless, it is envisaged that the Board will be strengthened in due course as and when new projects are operated by the Company.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture
The Group has in place a “Share Appreciation Rights Scheme” for Directors and senior executives to provide incentives based on the success and growth of the business and consults third party benchmarks for remuneration. These awards are approved by the Remuneration Committee and decisions are announced to the market by RNS. While these awards are not put to an advisory shareholder vote, shareholder authorisations are obtained for the total award and discussed with the Company’s nominated adviser. Similarly, remuneration packages are recommended and benchmarked by the Remuneration Committee and reviewed by the Company’s nominated adviser. As noted on page 21, the Directors have adopted a policy of deferring payment of varying proportions of sums earned by Directors until the Company’s liquidity position improves.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Board is committed to maintaining effective communication and having constructive dialogue with its shareholders. The Company is desirous of obtaining an institutional shareholder base, and institutional shareholders and analysts will have the opportunity to discuss issues and provide feedback at meetings with the Company.
The Investors section of the Company’s website provides all required regulatory information as well as additional information shareholders may find helpful including: information on Board members, advisors and significant shareholdings, a historical list of the Company’s Announcements, its corporate governance information, the Company’s publications including historic annual reports and notices of annual general meetings, together with share price information. The Company’s policy is not to publish an Audit Committee report save in circumstances where there are significant deficiencies in internal control requiring remediation. To date, no such circumstances have arisen. The Company also does not publish a Remuneration Committee report given the current mechanisms of disclosing awards and the Company’s stated practice of deferring Director’s remuneration until the financial situation of the Company has improved. The Company intends report on its remuneration policies and practices in more detail once the Company’s financial position has improved.
The results of shareholder meetings are publicly announced through the regulatory system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
Section 172 (1) Statement
The Directors of the Company must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006. This Section 172 statement explains how the Directors fulfil these duties.
Each Director must act in a way that they consider, in good faith, would be most likely to promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to:
S172(1) (a) “The likely consequences of any decision in the long term”
The Board has historically focused its resources primarily on its key mining opportunity, BPPM. The Board has also expanded and continues to look to expand the Company’s polymetallic footprint further afield to complement its Romanian and Zimbabwe strategies. The Company is currently involved in two projects in Tajikistan and continues to investigate opportunities. For further details on the Company’s strategy and the key performance indicators, please see page 9 and 10 of the annual report. The Board has implemented processes to identify, measure, manage, and mitigate risks and uncertainties arising from the implementation of its strategy. These risks and uncertainties are highlighted on pages 10 to 12 of the annual report and the processes by which they are managed are highlighted under the Risk Management principles set out on the Corporate Governance section on page 13 of the annual report.
S172(1) (b) “The interests of the Company’s employees”
The successful achievement of the Group's strategies, business plans and objectives depend upon its ability to attract, motivate, and protect the safety of its employees. Health and Safety, and Human Rights policies clearly articulate the Board’s expectations and safeguard the interests of the Company’s employees. The Group’s policy is to foster a management culture where management is empowered and where innovation and creativity in the workplace are encouraged and rewarded. This is reflected in the performance programs that the Company has implemented.
S172(1) (c) “The need to foster the company’s business relationships with suppliers, customers and others”
The Company has ongoing dialogue with its customers and suppliers and ensures that a strong relationship is maintained at the level of senior management. This ensures alignment with the Company’s business objectives and promotes strong collaboration. As mentioned on page 17 of the annual report, under principle 10, the Board maintains effective communication with its shareholders and provides updates and information through public announcements on the regulatory system and on the Company website.
S172(1) (d) “The impact of the company’s operations on the community and the environment”
As mentioned on page 12, under Risk – Social, Safety and Environmental, the Group monitors its performance across these areas on a regular basis. The Group has adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for Safety, and ISO 140001: 2015 for Environment. As mentioned in the Chairman’s Report on page 5, the Company has also implemented formal policies on these areas.
S172(1) (e) “The desirability of the company maintaining a reputation for high standards of business conduct”
As more fully explained on page 5 of the Chairman’s Report and under the Corporate Governance section on page 13 of the annual report the Board strives to promote a culture based on high business conduct standards.
S172(1) (f) “The need to act fairly as between members of the company”
Having assessed all necessary factors, and as supported by the processes described above, the Directors consider the best approach to delivering on the Company’s strategy. This is done after assessing the impact on all stakeholders and is performed in such a manner so as to act fairly as between the Company’s members.
Outlook
The Company has achieved much this year despite very significant challenges on multiple fronts. The reorganisation currently being undertaken at BPPM has significantly reduced cost and is allowing us to reposition the mine. The appointment of a new technical group subsequent to the period end has provided us with the necessary competency to realise our mining assets in Romania. We also continue to receive strong interest from investors at the project level and the Company is in discussion with a number of interested parties. The release of the diamond parcel was a notable success this year and the proceeds from sale are expected to significantly improve the Company’s financial position, allowing it to repay debt and, together with other measures in progress, ensure that the Company’s working capital requirements are met.
The Company has made good progress with its interest in Tajikistan with plant production at Aprelevka increasing 58% for the year. Much still needs to be done to realise the full value of Aprelevka but recent hirings have significantly increased both technical and project management competencies which should bode well for the future.
The economic fundamentals for the Company’s polymetallic business are strong. Continued demand for copper has buoyed prices, despite current geopolitical risks. The forecast global growth in electric vehicles remains likely to create, over the next decade, a shortage of copper as producers struggle to meet demand as a consequence of declining grades, water supply issues and community resistance holding back discovery and exploitation of new resources. Gold prices remain extremely well supported and we believe that this will benefit Vast in its new gold mining interests which provide diversification for the Company.
On behalf of the Board,
Andrew Prelea
Group Chief Executive Officer
REPORT OF THE DIRECTORS
for the year ended 30 April 2025
The Directors present their report together with the audited financial statements for the twelve-month period ended 30 April 2025.
Results and dividends
The Group statement of comprehensive income is set out on page 30 of the annual report and shows the loss for the period.
The Directors do not recommend the payment of a dividend (2024: nil).
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 21 of the financial statements.
Directors
The Directors who served during the period and up to the date hereof were as follows:
Date of Appointment
Roy Tucker 5 April 2005
Brian Moritz 3 October 2016
Andrew Prelea 1 March 2018
Nick Hatch 9 May 2018
Paul Fletcher 6 November 2019
Nigel Wyatt 23 August 2021
James McFarlane 7 May 2025
Directors’ interests
The interests in the shares of the Company of the Directors who served during the period were as follows:
| 30 April 2025 | 30 April 2024 | ||
| Ordinary Shares | Ordinary Shares | ||
| Nigel Wyatt | 0 | 0 | |
| Paul Fletcher | 117,580 | 117,580 | |
| Nick Hatch | 0 | 0 | |
| Brian Moritz | 41,667 | 41,667 | |
| Andrew Prelea | 5,177,525 | 5,177,525 | |
| Roy Tucker | 490,960 | 490,960 | |
| Total | 5,827,732 | 5,827,732 | |
Share Appreciation Rights Scheme
The following Directors have been granted rights under the Company’s Share Appreciation Rights Scheme:
| | In issue at | Grant date | Awarded during period | Exercised / lapsed during period | In issue at | Vesting period | ||
| 30 April 2024 | 30 April 2025 | |||||||
| Start | Finish | |||||||
| Paul | 1,791,667 | 24-Apr-23 | - | - | 1,791,667 | 01-May-23 | 31-Dec-25 | |
| Fletcher | 1,791,667 | 24-Apr-23 | - | - | 1,791,667 | 01-May-23 | 31-Dec-25 | |
| Andrew | 2,500,000 | 24-Apr-23 | - | - | 2,500,000 | 01-May-23 | 31-Dec-25 | |
| Prelea | 2,500,000 | 24-Apr-23 | - | - | 2,500,000 | 01-May-23 | 31-Dec-25 | |
| Roy | 1,166,667 | 24-Apr-23 | - | - | 1,166,667 | 01-May-23 | 31-Dec-25 | |
| Tucker | 1,166,667 | 24-Apr-23 | - | - | 1,166,667 | 01-May-23 | 31-Dec-25 | |
| 10,916,668 | - | - | 10,916,668 | |||||
*See note 23 for further details of the SARS.
Directors’ remuneration
| 30 April 2025 | 30 April 2024 | |||||||
| Salary/Fees | Other | Total | Salary/Fees | Other | Total | |||
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |||
| Nigel Wyatt | 34 | - | 34 | 33 | - | 33 | ||
| Paul Fletcher | 187 | 7 | 194 | 182 | 7 | 189 | ||
| Nick Hatch | 40 | - | 40 | 39 | - | 39 | ||
| Brian Moritz | 55 | - | 55 | 54 | - | 54 | ||
| Andrew Prelea | 258 | - | 258 | 258 | - | 258 | ||
| Andrew Hall | - | - | - | 98 | 6 | 104 | ||
| Roy Tucker | 88 | - | 88 | 87 | - | 87 | ||
| Total | 662 | 7 | 669 | 751 | 13 | 764 | ||
The Company has developed a practice of deferring payment of varying proportions of sums earned by Directors until the Company’s liquidity position improves. The amounts owed to the Directors are as follows:
| 30 April 2025 | 30 April 2024 | |
| $'000 | $'000 | |
| Nigel Wyatt | 128 | 88 |
| Paul Fletcher | 602 | 382 |
| Nick Hatch | 218 | 165 |
| Brian Moritz | 286 | 215 |
| Andrew Prelea | 403 | 223 |
| Andrew Hall | - | 17 |
| Roy Tucker | 479 | 371 |
| 2,116 | 1,461 |
Future developments
The Company’s plans for future developments are more fully set down in the Strategic Report, on pages 6 to 19 of the annual report.
Research and development
A drill campaign at the Baita Plai Polymetallic Mine (“BPPM”) commenced in 2023 has yielded promising results and supported the August 2024 approval of a five-year extension of the Head Licence held by Baita SA and under which Vast Baita Plai SA (“VBPSA”) has the rights to mine polymetallics at BPPM.
Disabled employees
The Group gives full consideration to applications for employment from disabled persons where the candidate’s particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion.
Where existing employees become disabled, it is the Company’s policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.
Streamlined Energy and Carbon Reporting (SECR) regulations
The Company did not consume more than 40,000kWh of energy in the UK in the reporting period and is therefore exempt from reporting under these regulations.
Auditors
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware. Vast’s auditor, Crowe U.K. LLP, was initially appointed on 25 April 2016 and it is proposed by the Board that they be reappointed as auditors at the forthcoming AGM.
Events after the reporting date
These are more fully disclosed in Note 27.
By order of the Board
Ben Harber
Secretary
31 October 2025
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK-adopted International Accounting Standards and applicable law.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Group’s website is the responsibility of the Directors.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.
Independent Auditor’s Report to the Members of Vast Resources Plc
Opinion
We have audited the financial statements of Vast Resources plc (the “Parent Company”) and its subsidiaries (the “Group”) for the year ended 30 April 2025, which comprise:
- the Group statement of comprehensive income for the year ended 30 April 2025;
- the Group and Company statements of changes in equity for the year ended 30 April 2025
- the Group and Company statements of financial position as at 30 April 2025;
- the Group and Company statements of cash flows for the year then ended; and
- the notes to the financial statements, including a summary of material accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted International Accounting Standards.
In our opinion the financial statements:
- give a true and fair view of the state of the Group’s and of the Parent Company's affairs as at 30 April 2025 and of the Group’s loss for the period then ended;
- have been properly prepared in accordance with UK-adopted International Accounting Standards; and
- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to the basis of preparation and going concern assessment note on page 35 in the financial statements, which indicates the Group will require funding for general working capital and to repay the debts owed to Mercuria Energy Trading SA (Mercuria) and A&T Investments Sarl (“Alpha”). Whilst the Group continues progress with the realisation of the proceeds associated with a historic claim, there is ongoing discussion with investor and debt providers for alternative funding arrangements, but no binding agreements are in place. As stated in this note, these events or conditions, along with the other matters as set forth in the note, indicate that a material uncertainty exists that may cast significant doubt on the Group’s and Parent Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and Parent Company’s ability to continue to adopt the going concern basis of accounting included the following:
- We obtained managements going concern assessment, assessed the appropriateness of the approach and tested the mathematical accuracy of the model;
- We assessed the accuracy of management’s past forecasting for the previous financial years by comparing management’s forecasts to actual results for those years and have considered the impact on the working capital forecast;
- We assessed and challenged the key assumptions into the model including metal prices, operating expenditure and production volumes and agreeing to forecast data;
- We reviewed management’s assessment regarding the material uncertainty disclosed in the basis of preparation and going concern assessment and considered the impact the quantum and timing of these cashflow, together with actions in the events that key financing events are delayed or do not occur;
- We assessed the position of the voluntary reorganisation procedures in place over the Romanian subsidiaries;
- We discussed with management the quantum and timing of the future funding initiatives, we also obtained appropriate supporting evidence regarding progress of funding activities or arrangements; and
- We assessed the adequacy of the disclosures (including the key accounting judgments relating to going concern assessment) made in the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole to be $230,000 (2024: $238,000), based on approximately 1% of the Group’s assets. Materiality for the Parent Company financial statements as a whole was set at $90,000 (2024: $125,000), based on approximately 6% (2024: 3%) of the Company’s normalised loss before tax by adding back impairment of intercompany loans.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. This is set at $161,000 (2024: $166,000) for the Group and $63,000 (2024: $87,500) for the Parent Company.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors’ remuneration.
We agreed with the Audit and Compliance Committee to report to it all identified errors in excess of $7,000 (2024: $7,000). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our group audit strategy focused on identifying and responding to the risks of material misstatement in the group financial statements. Based on our risk assessment, we identified certain classes of transactions, account balances, and disclosures that were significant to the group audit. Of the Group’s reporting components, in addition to the Parent Company, we identified two entities comprising one component is located in Romania, requiring audit procedures to be performed by a local subcontractor under the direction and supervision of the Group audit team.
We reviewed their audit work remotely and maintained regular communication with both the audit teams and local management. The audit of the Parent Company was conducted from the UK. All entities within the Group were included in the scope of our audit procedures, either through full scope audits or targeted procedures over specific financial statement areas.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the ‘Material uncertainty related to going concern section, we have determined the following key audit matters. This is not a complete list of all risks identified by our audit.
| Key audit matter | How the scope of our audit addressed the key audit matter |
| Carrying value of property, plant and equipment At 30 April 2025 the group had property, plant and equipment of $18.99 million (2024: $17.27 million). The group incurred a loss from operations of $5.53 million (2024: $11.0 million) and therefore there could be evidence that these assets are impaired, as detailed in note 10 to the financial statements. As noted, there is a further risk that failure to obtain sufficient funding to support operations in Romania, or if there is a negative outcome in the voluntary reorganisation procedures, this could result in a significant impairment to the carrying value of these assets. | We obtained management’s impairment assessment of assets, assessed the existence and the design effectiveness of control of the approval of the capitalised expenditure and management’s assessment, and reviewed the impairment model and discussed the key inputs into the model with management. We performed audit procedures, including applying challenge regarding the reasonableness on the inputs into the model as follows:
In connection with the extension of the Manaila Carlibaba Exploitation licence, we obtained and reviewed the supporting documentation related to the license renewal process. Additionally, we held discussion with the Company’s legal counsel to confirm that the license remains in good standing and that no indicators of impairment have been identified. We tested the accuracy of management’s forecasting through a comparison of budget to actual data and historical variance trends to ensure the forecast consistently applied in the going concern assessment. We considered and assessed the managements’ sensitivity analysis whether a reasonably possible change to a key input would result in an impairment charge. We also considered the disclosure made in the financial statements relating to impairments are appropriate, particularly in respect of the wider business plan, the level of required funding to realise the value of the property, plant and equipment and the matters relating to the voluntary reorganisations. |
| Carrying value of diamond inventories As announced on 25 April 2025, the Group obtained release of a historic diamond parcel from the Reserve Bank of Zimbabwe (“RBZ”). In prior periods, the Group had impaired capitalised extraction costs of $0.175 million relating to this parcel. Following its release, the conditions that previously led to impairment no longer existed. Accordingly, the Group has reclassified these costs to inventory, representing the best estimate of historical costs incurred as at 30 April 2025, detailed in note 14. The transaction is significant in size and exceptional in nature. As such, we have identified the valuation of this parcel as a key audit matter due to the inherent estimation uncertainty and judgement involved in determining its carrying value. | We reviewed management’s processes and controls for securing and valuing the historic diamond parcel. In addition, we performed the following procedures:
|
| Carrying value of investments and intercompany receivables – Parent Company The carrying value of investments in subsidiaries in the Parent Company financial statements at 30 April 2025 was $23.3 million (2024: $23.3 million) as well as intercompany receivables of $29.14 million (2024: $36.58million) after the impairment provision of $9.71 million (2024: $1.47 million), are detailed in note 11 and note 13. The valuation of these investments and the recovery of the intercompany receivables are almost entirely dependent on the successful execution of the business plan. Failure to execute the business plan, or a negative outcome in the voluntary reorganisation procedures, would likely result in an impairment to the carrying value of the investments in loans to subsidiaries. | We obtained and assessed the existence and the design effectiveness of control of the management’s assessment of the impairment of investment in subsidiaries and the intercompany receivables. These balances are closely linked to the underlying Romanian assets held by the Group. We considered the following matters:
|
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were relevant company law and taxation legislation in the UK and Romania being the principal jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases in particular where significant judgements are involved (see Key Audit Matters above).
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
John Glasby (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
31 October 2025
Group statement of comprehensive income
for the year ended 30 April 2025
| 30 Apr 2025 | 30 Apr 2024 | |||
| 12 Months | 12 Months | |||
| Group | Group | |||
| (Restated) | ||||
| Note | $’000 | $’000 | ||
| Revenue | 484 | 2,026 | ||
| Cost of sales | (2,226) | (7,575) | ||
| Gross loss | (1,742) | (5,549) | ||
| Overhead expenses | (3,784) | (5,405) | ||
| Depreciation of property, plant and equipment | 2 | (451) | (633) | |
| Share option and warrant expense | 2, 23 | - | (329) | |
| Exchange gain / (loss) | 2 | (171) | (280) | |
| Other administrative and overhead expenses | (3,162) | (4,163) | ||
| Fair value movement in available for sale investments | - | - | ||
| Loss from operations | (5,526) | (10,954) | ||
| Finance income | 4 | - | 1 | |
| Finance expense | 4 | (1,047) | (2,650) | |
| Loss before taxation from continuing operations | (6,573) | (13,603) | ||
| Taxation charge | 5 | - | - | |
| Total (loss) taxation for the period | (6,573) | (13,603) | ||
| Other comprehensive income | ||||
| Items that may be subsequently reclassified to either profit or loss | ||||
| Exchange gain /(loss) on translation of foreign operations | (128) | 6 | ||
| Total comprehensive expense for the period | (6,701) | (13,597) | ||
| (6,701) | (13,597) | |||
| (Loss) per share - basic and diluted - amount in cents ($) | 8 | (0.32) | (2.00) |
Previous year comparatives have been restated for the reclassification of foreign exchange losses previously recognised in profit and loss to translation differences within other comprehensive income (see note 28).
The accompanying accounting policies and notes on pages 35 to 66 of the annual report form an integral part of these financial statements.
Group statement of changes in equity
for the year ended 30 April 2025
| Share capital | Share premium | Share option reserve | Foreign currency translation reserve | Retained deficit | Total | ||
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | ||
| At 30 April 2023 | 44,373 | 103,358 | 932 | (1,573) | (144,547) | 2,543 | |
| Effect of restatement (note 28) | - | - | - | (1,777) | 1,777 | - | |
| At 30 April 2023 (restated) | 44,373 | 103,358 | 932 | (3,350) | (142,770) | 2,543 | |
| Total comprehensive loss for the period (restated) | - | - | - | 6 | (13,603) | (13,597) | |
| Share option and warrant charges | - | - | 329 | - | - | 329 | |
| Share options and warrants lapsed | - | - | (178) | - | 178 | - | |
| Shares issued: | |||||||
| - for cash consideration | 3,308 | 1,919 | - | - | - | 5,227 | |
| At 30 April 2024 (restated) | 47,681 | 105,277 | 1,083 | (3,344) | (156,195) | (5,498) | |
| Total comprehensive loss for the period | - | - | - | (128) | (6,573) | (6,701) | |
| Share option and warrant charges | - | - | - | - | - | - | |
| Share options and warrants lapsed | - | - | (203) | - | - | (203) | |
| Shares issued: | |||||||
| - for cash consideration | 2,102 | 414 | - | - | - | 2,516 | |
| - to settle liabilities | 64 | - | - | - | - | 64 | |
| At 30 April 2025 | 49,847 | 105,691 | 880 | (3,472) | (162,768) | (9,822) |
The accompanying accounting policies and notes on pages 35 to 66 of the annual report form an integral part of these financial statements.
Company statement of changes in equity
for the year ended 30 April 2025
| Share capital | Share premium | Share option reserve | Foreign currency translation reserve | Retained deficit | Total | ||
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | ||
| At 30 April 2023 | 44,373 | 103,358 | 932 | (4,954) | (90,756) | 52,953 | |
| Total comprehensive loss for the period | - | - | - | - | (5,596) | (5,596) | |
| Share option and warrant charges | - | - | 329 | - | - | 329 | |
| Share options and warrants lapsed | - | - | (178) | - | 178 | - | |
| Shares issued: | |||||||
| - for cash consideration | 3,308 | 1,919 | - | - | - | 5,227 | |
| - to settle liabilities | - | - | - | - | - | - | |
| At 30 April 2024 | 47,681 | 105,277 | 1,083 | (4,954) | (96,174) | 52,913 | |
| Total comprehensive loss for the period | - | - | - | - | (11,121) | (11,121) | |
| Share option and warrant charges | - | - | - | - | - | - | |
| Share options and warrants lapsed | - | - | (203) | - | - | (203) | |
| Shares issued: | |||||||
| - for cash consideration | 2,102 | 414 | - | - | - | 2,516 | |
| - to settle liabilities | 64 | - | - | - | - | 64 | |
| At 30 April 2025 | 49,847 | 105,691 | 880 | (4,954) | (107,295) | 44,169 |
The accompanying accounting policies and notes on pages 35 to 66 of the annual report form an integral part of these financial statements
Group and Company statements of financial position
As at 30 April 2025
| 30 Apr 2025 | 30 Apr 2024 | 30 Apr 2025 | 30 Apr 2024 | |||
| Group | Group | Company | Company | |||
| (Restated) | ||||||
| $’000 | $’000 | $’000 | $’000 | |||
| Assets | Note | |||||
| Non-current assets | ||||||
| Property, plant and equipment | 10 | 18,988 | 17,274 | 2 | 2 | |
| Available for sale investments | 16 | 891 | 891 | 891 | 891 | |
| Investment in subsidiaries | 11 | - | - | 23,302 | 23,302 | |
| Investment in associates | 12 | 417 | 417 | 417 | 417 | |
| Loans to group companies | 13 | 29,141 | 36,581 | |||
| 20,296 | 18,582 | 53,753 | 61,193 | |||
| Current assets | ||||||
| Inventory | 14 | 1,066 | 823 | 175 | - | |
| Receivables | 15 | 2,029 | 2,426 | 896 | 634 | |
| Cash and cash equivalents | 20 | 25 | 14 | 21 | ||
| Total current assets | 3,115 | 3,274 | 1,085 | 655 | ||
| Total Assets | 23,411 | 21,856 | 54,838 | 61,848 | ||
| Equity and Liabilities | ||||||
| Capital and reserves attributable to equity holders of the Parent | ||||||
| Share capital | 22 | 49,847 | 47,681 | 49,847 | 47,681 | |
| Share premium | 22 | 105,691 | 105,277 | 105,691 | 105,277 | |
| Share option reserve | 880 | 1,083 | 880 | 1,083 | ||
| Foreign currency translation reserve | (3,472) | (3,344) | (4,954) | (4,954) | ||
| Retained deficit | (162,768) | (156,195) | (107,295) | (96,174) | ||
| Total equity | (9,822) | (5,498) | 44,169 | 52,913 | ||
| Non-current liabilities | ||||||
| Provisions | 19 | 1,178 | 1,151 | - | - | |
| Trade and other payables | 20 | 13,342 | 9,951 | - | - | |
| 14,520 | 11,102 | - | - | |||
| Current liabilities | ||||||
| Loans and borrowings | 17 | 12,030 | 10,411 | 7,059 | 6,479 | |
| Trade and other payables | 18 | 6,683 | 5,841 | 3,610 | 2,456 | |
| Total current liabilities | 18,713 | 16,252 | 10,669 | 8,935 | ||
| Total liabilities | 33,233 | 27,354 | 10,669 | 8,935 | ||
| Total Equity and Liabilities | 23,411 | 21,856 | 54,838 | 61,848 |
Previous year comparatives have been restated for the reclassification of foreign exchange losses previously recognised in profit and loss to translation differences within other comprehensive income (see note 28).
The accompanying accounting policies and notes on pages 35 to 66 form an integral part of these financial statements. The parent Company reported a loss after taxation for the year of US$ 11.121 million (2024: US$ 5.596 million loss). The financial statements on pages 30 to 66 were approved and authorised for issue by the Board of Directors on 31 October 2025 and were signed on its behalf by:
Paul Fletcher Registered number 5414325
Director 31 October 2025
Group and Company statements of cash flow
for the year ended 30 April 2025
| 30 Apr 2025 | 30 Apr 2024 | 30 Apr 2025 | 30 Apr 2024 | ||
| Group | Group | Company | Company | ||
| (Restated) | |||||
| $’000 | $’000 | $’000 | $’000 | ||
| CASH FLOW FROM OPERATING ACTIVITIES | |||||
| Profit (loss) before taxation for the period | (6,573) | (13,603) | (11,121) | (5,596) | |
| Adjustments for: | |||||
| Depreciation and impairment charges | 451 | 633 | - | - | |
| Profit on sale of property, plant and equipment | - | (1) | - | - | |
| Net impairment of intercompany loans | - | - | 9,712 | 1,470 | |
| Liabilities settled in shares | 64 | - | 64 | - | |
| Share option expense | (203) | 329 | (203) | 329 | |
| Finance expense | 1,047 | 2,649 | 365 | 2,187 | |
| Unrealised foreign currency exchange loss / (gain) | (128) | 6 | - | - | |
| (5,342) | (9,987) | (1,183) | (1,610) | ||
| Changes in working capital: | |||||
| Decrease (increase) in receivables | 463 | 549 | (262) | 390 | |
| Decrease (increase) in inventories | (194) | 162 | (175) | - | |
| Increase (decrease) in payables | 3,144 | 5,305 | 1,154 | 1,000 | |
| 3,413 | 6,016 | 717 | 1,390 | ||
| Taxation paid | - | - | - | - | |
| Cash generated by / (used in) operations | (1,929) | (3,971) | (466) | (220) | |
| Investing activities: | |||||
| Payments to acquire property, plant and equipment | (1,354) | (497) | - | (1) | |
| Proceeds on disposal of property, plant and equipment | - | 2 | - | - | |
| (Increase) decrease in loans to group companies | - | - | (2,272) | (4,131) | |
| Total cash used in investing activities | (1,354) | (495) | (2,272) | (4,132) | |
| Financing Activities: | |||||
| Proceeds from the issue of ordinary shares | 2,516 | 5,227 | 2,516 | 5,226 | |
| Proceeds from loans and borrowings granted | 762 | - | 215 | - | |
| Repayment of loans and borrowings | - | (1,266) | - | (1,313) | |
| Movement in bank overdraft | |||||
| Total proceeds from financing activities | 3,278 | 3,961 | 2,731 | 3,913 | |
| Increase (decrease) in cash and cash equivalents | (5) | (505) | (7) | (439) | |
| Cash and cash equivalents at beginning of period | 25 | 530 | 21 | 460 | |
| Cash and cash equivalents at end of period | 20 | 25 | 14 | 21 |
Previous year comparatives have been restated for the reclassification of foreign exchange losses previously recognised in profit and loss to translation differences within other comprehensive income (see note 28).
The accompanying notes and accounting policies on pages 35 to 66 of the annual report form an integral part of these financial statements.
Statement of accounting policies
for the year ended 30 April 2025
General information
Vast Resources plc and its subsidiaries (together “the Group”) are engaged principally in the exploration for and development of mineral projects in Sub-Saharan Africa and Eastern Europe. Since incorporation the Group has built an extensive and interesting portfolio of projects in these jurisdictions and has interests in two mineral mining projects in Central Asia. The Company’s ordinary shares are listed on the AIM market of the London Stock Exchange.
Vast Resources plc was incorporated as a public limited company under UK Company Law with registered number 05414325. It is domiciled in England and Wales with its registered office at 8 Bishopsgate, London, United Kingdom, EC2N 4BQ.
Basis of preparation and going concern assessment
The material accounting policies adopted in the preparation of the financial information are set out below. The policies have been consistently applied throughout the current year and prior year, unless otherwise stated. These financial statements have been prepared in accordance with UK-adopted International Accounting Standards and the Companies Act 2006.
The financial statements are prepared under the historical cost convention on a going concern basis. In certain prescribed circumstances the use of fair value accounting has been adopted.
The Group made a loss for the year of $6.57 million (2024: $13.60 million). The Group recorded net cash used in operating activities of $1.93 million (2024: $3.97 million). At the reporting date the group held cash and cash equivalents of $0.02 million (2024: $0.03 million) and had net current liabilities of $15.60 million (2024: $12.98 million). Subsequent to the year end, the Company raised $9.01 million from the exercise of warrants and the placing of new shares to provide funds for the primary beneficiation of the diamond parcels, the new technical team, and general working capital.
Over the next 12 months from the date of the approval of these financial statements, the Group will require funding in order to repay the Mercuria and Alpha debt facilities, and to meet its ongoing working capital needs. The original maturity date for these debt facilities was 15 May 2023 and this has been extended on several occasions. During the year Alpha commenced the process to enforce the security given to it by a third party, who is a shareholder of the Company. The Company has been given confirmation by the third party that it is not his intention to take action against the Company. The Company continues to discuss arrangements with both Alpha and Mercuria and plans to repay the debts from the proceeds of the diamond parcel and/or from refinancing. The Company continues discussions with several strategic investors to invest at the project level in both the Manaila Polymetallic Mine (“MPM”) and the Baita Plai Polymetalic Mine (“BPPM”),and has also initiated other alternative measures. The expectation is that these measures will allow the Group to repay debt and will also provide the necessary funding of approximately $2.5 million to restart MPM and fund the increase in capacity at BPPM.
The Company has also implemented a number of measures to improve the short-term operational and financial position of the Group. In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. This has allowed the operation to significantly reduce both the labour force and operational costs and to improve working practices with the objective conserving the Group’s cash resources, improve project outcomes, and provide a stable platform for phased growth. The voluntary reorganisation process is ongoing. On 14 November 2024 the reorganisation request was approved by the Court and a final creditor reorganisation plan to be approved by the creditors in due course, of which Vast Resources PLC will be the majority voting creditor, is expected to be presented to the Court and finalised by the end of calendar Q1 2026. The reorganisation does not affect the ownership or control of the mine and has been executed in the best interests of the Company and its shareholders.
As announced on 25 April 2025, the historical diamond parcel was released by the Reserve Bank of Zimbabwe. Subsequent to the release of the diamonds, the Group has been involved in the development of new cleaning and sorting processes to enhance the value of the rough diamonds and is also maximising returns for shareholders through participation both directly and indirectly in the other aspects of the value chain. The Company has begun the process of selling the diamond parcel, the proceeds of which will be applied to the repayment of outstanding debt thereby significantly improving the financial position of the Company. The Company is actively pursuing other measures which are expected to provide short-term liquidity and which are consistent with its stated strategic objectives. The combination of the diamond sale proceeds and these other measures are expected to provide the necessary funding for the settlement of the outstanding debt of the Group and to satisfy the working capital needs of the Group.
Having regard to the risks outlined in the Strategic Report regarding the voluntary reorganisations of the Group’s Romanian subsidiaries, and that there is neither a legally binding extension of the Mercuria and Alpha nor alternative legally binding funding or investing arrangements at the date of this report, these conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's and Company's ability to continue as a going concern. The financial statements do not include the adjustment that would result if the Group and Company were unable to continue as a going concern.
Changes in Accounting Policies
At the date of authorisation of these financial statements, a number of Standards and Interpretations were in issue and effective for the first time this financial year. The Directors do not anticipate that the adoption of these standards and interpretations, or any of the amendments made to existing standards as a result of the annual improvements cycle, will have a material effect on the financial statements in the year of initial application.
Areas of estimates and judgement
The preparation of the Group financial statements in conformity with UK adopted International Accounting Standards (UK IAS) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are discussed below:
Accounting estimates
a) Impairment of mining assets
The Group reviews, on an annual basis, whether deferred exploration costs, acquired either as intangible assets, as property, plant and equipment, or as mining options or licence acquisition costs, have suffered any impairment. The recoverable amounts are determined based on an assessment of the amounts of economically recoverable mineral, the ability of the Group to obtain the necessary financing to complete the development of the resource and future profitable production or proceeds from the disposition of recoverable reserves. The ultimate realisation of the value of these assets is contingent upon the Group’s ability to originate future funding to support continued development.
The Group uses discounted cash flow techniques (“DCF”) and, as relevant industry benchmarks, to assess whether any impairment is necessary. Revenue projections used in DCF are based on production plans associated with the Company’s estimate of economically recoverable minerals and are modelled using prevailing commodity market prices with an appropriate down stress applied. Production cost inputs used in DCF are referenced to observable inputs in accordance with the production plan and are applied conservatively. The Group applies a pre-tax discount rate of 15% in its DCF modelling, reflecting its assessment of the market cost of capital for such assets under the Capital Asset Pricing Model (“CAPM”). The results of these assessments indicate that the fair value of the Group’s mining assets is more than their carry value. There have been no fundamental changes in the quality and condition of these assets versus the previous year. The Group also sensitised a reasonable possible movement in key assumptions such as a reduction of revenues by up to 25%. Under these scenarios, there are no impairment indictors identified for the Group.
The Company has submitted its application for the extension of Manaila exploitation licence prior to its expiry date of 29 October 2025. The extension has yet to be formally approved and in line with historical precedent the Group expects the licence to be extended shortly. The financial statements do not include any adjustment that would result if the Group were to not receive an extension to the licence. The carrying value of property, plant and equipment at 30 April 2025 in the Group’s consolidated financial statements was US$3.341 million (2024 – US$3.173 million).
The mining assets are disclosed in note 10 to the financial statements.
b) Provisions
The Group is required to estimate the cost of its obligations to realise and rehabilitate its mining properties.
The estimation of the cost of complying with the Group’s obligations at future dates and in economically unpredictable regions, and the application of appropriate discount rates thereto, gives rise to significant estimation uncertainties.
Accounting judgements
c) Company’s Inter-company loan recoverability
The Company follows the guidance of IAS 36 in determining whether its inter-company loans are impaired. The recoverability of inter-company loans advanced by the Company to subsidiaries depends also on the subsidiaries realising their cash flow projections, which is linked to the future cashflows expected to be generated from certain underlying assets of the Company’s subsidiaries which are predominantly the mining assets within the property, plant and equipment assets. The future realisation of these amounts is contingent upon the successful deployment of the Group’s business plan.
The Company’s Romanian subsidiary, Sinarom Mining Group SRL (“SMG”), has submitted its application for the extension of Manaila exploitation licence prior to its expiry date of 29 October 2025. The extension has yet to be formally approved and in line with historical precedent the Company’s expects the licence to be extended shortly. The financial statements do not include any adjustment to the Company’s intercompany loan to SMG that would result if SMG were to not receive an extension to the licence. The carrying value of loans to SMG at 30 April 2025 was US$13.387 million (2024 – US$13.233 million).
The results of these assessments indicate that the recoverable amount of these mining assets is less than the carrying value of the Company’s loans to its subsidiaries, and for which an impairment provision has been recorded of US$ 9.7 million in respect of its subsidiary Vast Baita Plai SA that is the owner of the Baita Plai Polymetallic Mine.
d) Reorganisation of Romanian operations
On 10 June 2024, the Company announced that Vast Baita Plai SA, the Company’s wholly owned Romanian subsidiary that holds the Baita Plai association licence, had entered into a voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. Although the reorganisation is under a judicial court process, it is of a voluntary nature under which administrators are appointed by the Company, and a voluntary reorganisation plan to be approved in due course by the creditors, of which Vast Resources PLC will be the majority voting creditor. Vast Baita Plai SA, and with it the Baita Plai mine, continue to be controlled by and operated by the Company through Andrew Prelea as Special Administrator, appointed under that judicial process. This reorganisation has made it possible to reduce the labour force, to redraw labour contracts and work practices, and at the same time obtain up to four years repayment terms for its accrued debts and eliminate nuisance claims. The process is ongoing. On 14 November 2024, the Company’s Judicial Administrator presented the rejected creditors and argued the merits for rejecting any creditors from the initial creditors table, as well as presenting the progress made since entering reorganisation, and the initial step plan for the reorganisation. The creditor approved plan is expected to be presented by the Judicial Administrator to the Court by end of calendar Q1 2026.The going concern considerations are highlighted above.
Sinarom Mining Group Srl, the Company’s wholly owned Romanian subsidiary holding the Manaila licence completed a similar voluntary reorganisation plan which was approved by the Romanian courts and under which the Romanian subsidiaries and their respective operations continue to be controlled by the Company. The Company follows the guidance of IFRS 10 Consolidated Financial Statements in determining control over its subsidiaries.
e) VAT recoverable
In countries where the Group has productive mining operations carried out by its subsidiaries those subsidiaries are registered for Value Added Tax (VAT) with their respective local taxation authorities and, as their outputs are predominantly zero-rated for VAT, receive net refunds of VAT in respect of input tax borne on their inputs. This amount is carried as a receivable until refunded by the State.
The amount carried as a receivable is determined in accordance with the returns submitted to the taxation authorities. However, in some cases the validity of amounts claimed can be disputed by the tax authorities (see note 15).
f) Going concern
As disclosed on page 35 of the annual report, the directors’ assessment of going concern involves significant judgment and estimation uncertainty. The key assumptions and areas of uncertainty include:
- The completion and timeframe of negotiations with lenders and strategic investors.
- The final quantum of expected proceeds from the sale of the diamond parcel.
- The future execution and timing of refinancing arrangements.
- The outcome and timing of the Romanian court-led reorganisation process.
- The restart of operations at MPM and cashflow generation at BPPM.
These estimates are subject to inherent uncertainty and depend on future events that are not wholly within the control of the Group. Actual outcomes may differ materially from those assumed in the going concern assessment.
Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
Financial instruments
The Group’s principal financial assets are cash and cash equivalents and receivables. The Group also holds a long-term investment available for sale. The Group’s principal financial liabilities are trade and other payables, and loans and borrowings.
The Group's accounting policy for each category of financial asset is as follows:
Financial assets held at amortised cost
Trade receivables and other receivables are classified as financial assets held at amortised cost as they are held within a business model whose objective is to collect contractual cashflows which are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Impairment provisions are recognised under the expected loss model with changes in the provision being recorded in the statement of comprehensive income. For receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the statement of comprehensive income. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
Financial assets held at fair value
Financial assets held for trading are measured at fair value through the profit and loss account as their value will be recovered through sale.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks. Cash equivalents are short term, highly liquid accounts that are readily converted to known amounts of cash. They include short-term bank deposits with maturities of three months or less.
Financial liabilities
The Group’s financial liabilities consist of trade and other payables (including short terms loans) and secured borrowings. These are initially recognised at fair value and subsequently carried at amortised cost, using the effective interest method. Where any liability carries a right to convertibility into shares in the Group and the Group has an unconditional right to avoid delivering cash, the fair value of the equity and liability portions of the liability is determined at the date that the convertible instrument is issued, by use of appropriate discount factors.
Foreign currency
The functional currency of the Company and all of its subsidiaries outside Romania is the United States Dollar, while the functional currency of the Company’s Romanian subsidiaries is the Romanian Lei (RON). These are the currencies of the primary economic environment in which the Company and its subsidiaries operate.
Transactions entered into by the Group entities in a currency other than the currency of the primary economic environment in which it operates (the “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the date of the statement of financial position. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are similarly recognised immediately in profit or loss.
For consolidation purposes, the results and financial position of a Group entity whose functional currency differs from the Group’s presentation currency is translated into the Group’s presentation currency as follows: assets and liabilities are translated at the closing rate; income and expenses are translated at the average rate for the period, and; all resulting exchange differences are recognised in other comprehensive income.
The exchange rates applied at each reporting date were as follows:
- 30 April 2025 $1.3327: £1 and $1: RON 4.387 and $1: ZWG 26.81
- 30 April 2024 $1.2495: £1 and $1: RON 4.6361 and $1: ZWG 13.43
- 30 April 2023 $1.2568: £1 and $1: RON 4.4915 and $1: ZWL 1,047.44
On 5 April 2024 the Zimbabwe Dollar (ZWL) was replaced with the ZWG which is backed by foreign currencies and precious metals. The devaluation of the ZWG has had an immaterial impact on the balance sheet and profit and loss for the year ended 30 April 2025 and for the ongoing financial position of our operations in Zimbabwe.
Intangible assets - Mining rights
Mineral rights are recorded at cost less amortisation and provision for diminution in value. Amortisation will be over the estimated life of the commercial ore reserves on a unit of production basis.
Licences for the exploration of natural resources will be amortised over the lower of the life of the licence and the estimated life of the commercial ore reserves on a unit of production basis.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Weighted average cost is used to determine the cost of ordinarily inter-changeable items.
Mining inventory includes run of mine stockpiles, minerals in circuit, finished goods and consumables. Stockpiles, minerals in circuit and finished goods are valued at their cost of production to their point in process using a weighted average cost of production, or net realisable value, whichever is the lower. Low grade stockpiles are only recognised as an asset when there is evidence to support the fact that some economic benefit will flow to the Company on the sale of such inventory. Consumables are valued at their cost of acquisition, or net realisable value, whichever is the lower.
As announced on 25 April 2025, the historical diamond parcel was released by the Reserve Bank of Zimbabwe (“RBZ”). An amount of $0.175 million in respect of the historical costs incurred in bringing the diamond parcel to its present location have been included in inventory.
Investment in subsidiaries and associates
The Company’s investment in its subsidiaries and associates is recorded at cost less any impairment.
Associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. Subsequently associates are accounted for using the equity method, where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate. Any premium paid for an associate above the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.
Revenue
Revenue from the sales of goods is recognised when the Group has performed its contractual obligations and it is probable that the Group will receive the previously agreed upon payment. These criteria are considered to be met when the goods are loaded at the plant and consigned to the buyer. Revenue for services is recognised as those services are performed under contractual obligations with the customer.
Under IFRS 15, the freight service on export commodity contracts with CIF/CFR terms represents a separate performance obligation, and a portion of the revenue earned under these contracts, representing the obligation to perform the freight service, is deferred and recognised over time as this obligation is fulfilled. The sale of concentrate, along with the associated costs, is recognised at the point of time that the goods are delivered to the customer.
Provided the amount of revenue can be measured reliably and it is probable that the Group will receive any consideration, revenue for services is recognised in the period in which they are rendered.
Pension costs
Contributions to defined contribution pension schemes are charged to profit or loss in the year to which they relate.
Cost of sales
Cost of sales include all direct costs of production but exclude depreciation of property plant and equipment involved in the mining process, and mine and Company overhead.
Property, plant, and equipment
Land is not depreciated. Items of property, plant and equipment are initially recognised at cost and are subsequently carried at depreciated cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. The corresponding liability is recognised within provisions.
Depreciation is provided on all other items of property and equipment so as to write off the carrying value of items over their expected useful economic lives. It is applied at the following rates:
Buildings – 2.5% per annum, straight line
Plant and machinery – 15% per annum, reducing balance
Fixtures, fittings & equipment – 20% per annum, reducing balance
Computer assets – 33.33% per annum, straight line
Motor vehicles – 15% per annum, reducing balance
Capital works in progress: Property, plant and equipment under construction are carried at its accumulated cost of construction and not depreciated until such time as construction is completed or the asset put into use, whichever is the earlier.
Proved mining properties
Depletion and amortisation of the full-cost pools is computed using the units-of-production method based on proved reserves as determined annually by management.
Provisions
Provisions are recognised when the company has a present (legal or constructive) obligation as a result of a past event, it is probable the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.
Specifically, provision for the rehabilitation of a mining property on the cessation of mining is recognised from the commencement of mining activities. This provision accounts for the full cost to rehabilitate the mine according to good practice guidelines in the country where the mine is located, which may involve more than the stipulated minimum legal commitment.
When accounting for the provision the Company recognises a provision for the full cost to rehabilitate the mine and a matching asset accounted for within the non-current mining asset. The rehabilitation provision is discounted using an appropriate discount rate, which is linked to the currency in which the costs are expected to be incurred, and the applicable inflation rate applied to the cash flows. The unwinding of the discounting effect is recognised within finance expenses in the income statement.
Share based payments
Equity-settled share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the fair value of goods and services received is charged to profit or loss, except where it is in respect to costs associated with the issue of shares, in which case, it is charged to the share premium account.
Remuneration shares
Where remuneration shares are issued to settle liabilities to employees and consultants, any difference between the fair value of the shares on the date of issue and the carrying amount of the liability is charged to profit or loss.
Stripping costs
Costs incurred in stripping the overburden to gain access to mineral ore deposits are accounted for as follows:
Stripping costs incurred during the development phase of the mine (before production begins) are capitalised as part of the depreciable cost of building, developing and constructing the mine. Capitalised costs are amortised using the units of production method, once production begins.
Stripping costs incurred during the production phase of the mine which give rise to the production of usable inventory are accounted for in accordance with the principles contained in the Group’s policy on Inventories. Stripping costs incurred in the production phase of the mine which result in improved access to ore are capitalized and recognized as additions to non-current assets provided that it is probable that the future economic benefit from improved access to the ore body associated with the stripping activity will flow to the Company, that it is possible to identify the component of the ore body to which access has been improved and that the costs relating to the stripping activity associated with that component of the ore body can be measured reliably.
Tax
The major components of income tax on the profit or loss include current and deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items that are non-assessable or disallowed and is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Tax is charged or credited to the statement of comprehensive income, except when the tax relates to items credited or charged directly to equity, in which case the tax is also dealt with in equity.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs to its tax base, except for differences arising on:
- The initial recognition of goodwill;
- The initial recognition of an asset or liability in a transaction which is not a business combination, at the time of the transaction affects neither accounting or taxable profit and at the time of the transaction does not give rise to equal taxable and deductible temporary differences; and
- Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the differences will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when deferred tax liabilities/(assets) are settled/(recovered). Deferred tax balances are not discounted.
New IFRS accounting standards
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective.
At the date of authorisation of these financial statements, the Directors have reviewed the standards in issue by the UK Endorsement Board (“UKEB”), which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the consolidated financial statements.
Notes to financial statements
for the year ended 30 April 2025
1 Segmental analysis
The Group operates in one business segment, the development and mining of mineral assets. The Group has interests in two geographical segments being Southern Africa (primarily Zimbabwe) and Europe and Central Asia (primarily Romania and Tajikistan focusing on polymetallic opportunities). The group combines its Tajikistan and Romanian operations into one geographical segment, Europe and Central Asia, as these operations are managed together as a single geography utilising common resources and leveraging commercial and strategic synergies.
The Group’s operations are reviewed by the Board (which is considered to be the Chief Operating Decision Maker (‘CODM’)) and split between mining exploration and development and administration and corporate costs.
Exploration and development is reported to the CODM only on the basis of those costs incurred directly on projects. All costs incurred on the projects are capitalised in accordance with IFRS 6, including depreciation charges in respect of tangible assets used on the projects.
Administration and corporate costs are further reviewed on the basis of spend across the Group.
Decisions are made about where to allocate cash resources based on the status of each project and according to the Group’s strategy to develop the projects. Each project, if taken into commercial development, has the potential to be a separate operating segment. Operating segments are disclosed below on the basis of the split between exploration and development and administration and corporate.
Revenue comprises of the sale of concentrates of $0.441million (2024: $1.913 million) and services rendered of $0.043million (2024: $0.113million). The Group derives revenue from two customers (2024: two), with one exceeding 10% of total revenues.
| Mining, exploration, and development | Admin and corporate | Total | ||
| Europe & Central Asia | Africa | |||
| $’000 | $’000 | $’000 | $’000 | |
| Year to 30 April 2025 | ||||
| Revenue | 484 | - | - | 484 |
| Production costs | (2,401) | 175 | - | (2,226) |
| Gross profit (loss) | (1,917) | 175 | - | (1,742) |
| Depreciation | (451) | - | - | (451) |
| Profit (loss) on sale of property, plant and equipment | - | - | - | - |
| Share option and warrant expense | - | - | - | - |
| Sundry income | - | - | - | - |
| Exchange (loss) gain | (393) | - | 222 | (171) |
| Other administrative and overhead expenses | (1,568) | - | (1,594) | (3,162) |
| Fair value movement in available for sale investments | - | - | - | - |
| Finance income | - | - | - | - |
| Finance expense | (643) | - | (404) | (1,047) |
| Taxation (charge) | - | - | - | - |
| Profit (loss) for the year | (4,972) | 175 | (1,776) | (6,573) |
| 30 April 2025 | ||||
| Total assets | 22,346 | 1,065 | 23,411 | |
| Total non-current assets | 19,910 | - | 386 | 20,296 |
| Additions to non-current assets | 1,354 | - | - | 1,354 |
| Total current assets | 2,436 | - | 679 | 3,115 |
| Total liabilities | 22,411 | - | 10,822 | 33,233 |
| Mining, exploration, and development | Admin and corporate | Total | |||
| Europe & Central Asia | Africa | ||||
| $’000 | $’000 | $’000 | $’000 | ||
| Year to 30 April 2024 | |||||
| Revenue | 2,026 | - | - | 2,026 | |
| Production costs | (7,575) | - | - | (7,575) | |
| Gross profit (loss) | (5,549) | - | - | (5,549) | |
| Depreciation | (633) | - | - | (633) | |
| Share option and warrant expense | - | - | (329) | (329) | |
| Sundry income | - | - | - | - | |
| Exchange (loss) gain | (182) | - | (98) | (280) | |
| Other administrative and overhead expenses | (2,549) | - | (1,614) | (4,163) | |
| Finance income | 1 | - | - | 1 | |
| Finance expense | (463) | - | (2,187) | (2,650) | |
| Profit (loss) for the year | (9,375) | - | (4,228) | (13,603) | |
| 30 April 2024 | |||||
| Total assets | 21,109 | - | 747 | 21,856 | |
| Total non-current assets | 18,213 | - | 369 | 18,582 | |
| Additions to non-current assets | 460 | - | 37 | 497 | |
| Total current assets | 2,896 | - | 378 | 3,274 | |
| Total liabilities | 18,332 | - | 9,022 | 27,354 | |
2 Group loss from operations
| 2025 | 2024 | ||
| Group | Group | ||
| $’000 | $’000 | ||
| Operating loss is stated after charging/ (crediting): | |||
| Auditors' remuneration (note 3) | 95 | 85 | |
| Depreciation | 451 | 633 | |
| Employee pension costs | 202 | 380 | |
| Share option expense | - | 329 | |
| Foreign exchange (gain) / loss | 171 | 280 | |
| Loss (gain) on disposal of property, plant and equipment | - | (1) |
3 Auditor’s remuneration
| 2025 | 2024 | |
| Group | Group | |
| $’000 | $’000 | |
| Fees payable to the Company's auditor for the audit of the Company and consolidated financial statements | 95 | 85 |
| 95 | 85 |
4 Finance income and expense
| Finance income | 2025 | 2024 | |
| Group | Group | ||
| $’000 | $’000 | ||
| Interest received on bank deposits | - | 1 | |
| Other interest received | - | - | |
| - | 1 | ||
| Finance expense | 2025 | 2024 | |
| Group | Group | ||
| $’000 | $’000 | ||
| Interest paid on secured borrowings | 799 | 2,433 | |
| Interest paid on unsecured borrowings | 58 | 75 | |
| Finance charges on long term taxes payable | 190 | 142 | |
| 1,047 | 2,650 |
5 Taxation
| 2025 | 2024 | |
| Group | Group | |
| $’000 | $’000 | |
| Income tax on profits | - | - |
| Deferred tax charge | - | - |
| Tax charge (credit) | - | - |
| 2025 | 2024 | |
| Group | Group | |
| $’000 | $’000 | |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are explained as follows: | ||
| Loss before taxation | (6,573) | (13,603) |
| Loss before taxation at the standard rate of corporation tax in the UK of 19% (2024: 19%) | 1,249 | 2,584 |
| Difference in tax rates in foreign jurisdictions | (285) | (313) |
| Income not chargeable to tax | 8 | - |
| Expenses not allowed for tax | (91) | (124) |
| Short term timing differences | (48) | (22) |
| Loss carried forward | (833) | (2,125) |
| Income tax charge on profits | - | - |
There was no taxation charge during the year (2024: US$ nil).
Deferred tax assets are only recognised in the Group where the company concerned has probable future profits against which the deferred tax asset may be recovered.
| Tax losses | 2025 | 2024 | 2025 | 2024 | |
| Group | Group | Company | Company | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Accumulated tax losses | 95,234 | 91,922 | 46,984 | 46,857 |
These losses will only be recoverable against forecasted profits in the next 12 months, the timing of which is uncertain, and a deferred tax asset has not been recognised in respect of these losses. A deferred tax asset has not been recognised in respect of accumulated tax losses for the Company.
In Romania, tax losses incurred before 31 December 2023 can be carried forward for a maximum of 7 years. For tax losses incurred from 1 January 2024, the carried forward period is limited to 5 years.
6 Employees
| 2025 | 2024 | # | |
| Group | Group | Continuing | |
| $’000 | $’000 | $’000 | |
| # | |||
| Staff costs (including directors) consist of: | # | ||
| Wages and salaries – management | 1,048 | 1,131 | # |
| Wages and salaries – other | 2,694 | 5,620 | # |
| 3,742 | 6,751 | # | |
| # | |||
| Consultancy fees | 21 | 42 | # |
| Social Security costs | - | 21 | # |
| Healthcare costs | 11 | 14 | # |
| Pension costs | 202 | 380 | # |
| 3,976 | 7,208 | # | |
| The average number of employees (including directors) during the year was as follows: | |||
| Management | 13 | 13 | |
| Other operations | 167 | 310 | |
| 180 | 323 |
7 Directors’ remuneration
| 2025 | 2024 | ||
| Group | Group | ||
| $’000 | $’000 | ||
| Directors’ emoluments | 662 | 751 | |
| Company contributions to pension schemes | 2 | 7 | |
| Healthcare costs | 5 | 6 | |
| Termination payments | - | - | |
| Directors and key management remuneration | 669 | 764 |
The Directors are considered to be the key management of the Group and Company. The highest paid Director received an amount of $257,976 (2024: $258,030), including deferred remuneration.
Three of the Directors at the end of the period have share option receivables under long term incentive schemes.
8 Earnings per share
| 30 Apr 2025 | 30 Apr 2024 | ||
| Group | Group | ||
| Profit and loss per ordinary share have been calculated using the weighted average number of ordinary shares in issue during the relevant financial year. | |||
| The weighted average number of ordinary shares in issue for the period is: | 2,051,019,445 | 681,239,092 | |
| Profit / (loss) for the period: ($’000) | (6,573) | (13,603) | |
| Profit / (Loss) per share basic and diluted (cents) | (0.32) | (2.00) | |
| The effect of all potentially dilutive share options is anti-dilutive. |
9 Loss for the financial year
The Company has adopted the exemption allowed under Section 408(1b) of the Companies Act 2006 and has not presented its own income statement in these financial statements.
10 Property, plant, and equipment
| Group | Plant and machinery $’000 | Fixtures, fittings and equipment $’000 | Computer assets $’000 | Motor vehicles $’000 | Buildings and Improvements $’000 | Mining assets $’000 | Capital Work in progress $’000 | Total $’000 | |
| Cost at 1 May 2023 | 4,025 | 75 | 164 | 1,069 | 3,248 | 13,305 | 3,334 | 25,220 | |
| Additions during the period | 7 | - | - | - | - | - | 490 | 497 | |
| Reclassification | 19 | - | - | 18 | - | 500 | (537) | - | |
| Disposals during the year | (1) | (1) | - | - | - | - | - | (2) | |
| Foreign exchange movements | (119) | (6) | (4) | 6 | (80) | (301) | (149) | (653) | |
| Cost at 30 April 2024 | 3,931 | 68 | 160 | 1,093 | 3,168 | 13,504 | 3,138 | 25,062 | |
| Additions during the year | - | - | - | - | - | - | 1,354 | 1,354 | |
| Reclassification | - | - | - | - | - | 468 | (468) | - | |
| Foreign exchange movements | 219 | 4 | 8 | 72 | 146 | 547 | 247 | 1,243 | |
| Cost at 30 April 2025 | 4,150 | 72 | 168 | 1,165 | 3,314 | 14,519 | 4,271 | 27,659 | |
| Depreciation at 1 May 2023 | 3,219 | 71 | 125 | 254 | 1,182 | 1,925 | 604 | 7,380 | |
| Charge for the year | 149 | 4 | 6 | 103 | 190 | 181 | - | 633 | |
| Disposals during the year | (1) | - | - | - | - | - | - | (1) | |
| Reclassification | - | (4) | 4 | - | - | 604 | (604) | - | |
| Foreign exchange movements | (94) | (5) | (4) | (25) | (48) | (48) | - | (224) | |
| Depreciation at 30 April 2024 | 3,273 | 66 | 131 | 332 | 1,324 | 2,662 | - | 7,788 | |
| Charge for the year | 147 | 5 | 6 | 119 | 65 | 109 | - | 451 | |
| Reclassification | - | (5) | 5 | - | - | - | - | - | |
| Foreign exchange movements | 185 | 4 | 7 | 41 | 98 | 97 | - | 432 | |
| Depreciation at 30 April 2025 | 3,605 | 70 | 149 | 492 | 1,487 | 2,868 | - | 8,671 | |
| Net book value at 1 May 2023 | 806 | 4 | 39 | 815 | 2,066 | 11,380 | 2,730 | 17,840 | |
| Net book value at 30 April 2024 | 658 | 2 | 29 | 761 | 1,844 | 10,842 | 3,138 | 17,274 | |
| Net book value at 30 April 2025 | 545 | 2 | 19 | 673 | 1,827 | 11,651 | 4,271 | 18,988 |
The carrying value of property, plant, and equipment does not include the adjustment that would result if the Group were unable to obtain further funding and if the voluntary reorganisations in the Group’s Romanian subsidiaries were not successfully executed as explained under the basis of preparation and going concern assessment on page 35 and the areas of estimates and judgment on page 37 of the annual report.
| Company | Plant and machinery | Fixtures, fittings and equipment | Computer assets | Total |
| $’000 | $’000 | $’000 | $’000 | |
| Cost at 30 April 2023 | 30 | 5 | 28 | 63 |
| Additions during the period | - | - | - | |
| Disposals during the period | - | - | - | - |
| Cost at 30 April 2024 | 30 | 5 | 28 | 63 |
| Additions during the year | - | - | - | - |
| Disposals during the year | - | - | - | - |
| Cost at 30 April 2025 | 30 | 5 | 28 | 63 |
| Depreciation at 30 April 2023 | 30 | 5 | 25 | 60 |
| Charge for the period | - | - | 1 | 1 |
| Disposals during the period | - | - | - | - |
| Depreciation at 30 April 2024 | 30 | 5 | 26 | 61 |
| Charge for the year | - | - | - | - |
| Disposals during the year | - | - | - | - |
| Depreciation at 30 April 2025 | 30 | 5 | 26 | 61 |
| Net book value at 30 April 2024 | - | - | 2 | 2 |
| Net book value at 30 April 2025 | - | - | 2 | 2 |
11 Investments in subsidiaries
| 2025 | 2024 | |
| Company | Company | |
| $’000 | $’000 | |
| Cost at the beginning of the year | 23,302 | 23,302 |
| Additions during the year | - | - |
| Cost at the end of the year | 23,302 | 23,302 |
The impairment assessment of the investments in subsidiaries was performed collectively with the Company’s loans to its subsidiaries, and an impairment provision was recorded as explained in note 13.
The carrying value of investments in subsidiaries does not include the adjustment that would result if the Group were unable to obtain future funding to support continued development and if the voluntary reorganisations in the Group’s Romanian subsidiaries were not successfully executed as explained under the basis of preparation and going concern assessment on page 35 and the areas of estimates and judgement on page 37 of the annual report.
The principal subsidiaries of Vast Resources plc, all of which are included in these consolidated Annual Financial Statements, are as follows:
| Company | Country of registration | Class | Proportion held by group | Nature of business | |
| 2023 | 2022 | ||||
| Vast Baita Plai SA (formerly African Consolidated Resources SRL) | Romania | Ordinary | 100% | 100% | Mining exploration and development |
| Sinarom Mining Group SRL | Romania | Ordinary | 100% | 100% | Mining exploration and development |
| Vast Resources Romania Ltd | United Kingdom | Ordinary | 100% | 100% | Holding company |
| Vast Resources Zimbabwe (Private) Limited | Zimbabwe | Ordinary | 100% | 100% | Mining exploration and development |
The table above shows the principal subsidiaries of the Company. A full list of all group subsidiaries is given in Note 29, at the end of this report.
12 Investment in associates
Investment in associates comprises the acquisition cost of an effective interest of 24.5% in Central Asia Minerals and Metals Ore Trading FZCO (“CAMM”) which is held through the Company’s associate Central Asia Investments Ltd (CAI) in which the Company holds an interest of 49%. No share of the profit and loss of associate undertakings has been recorded given their immateriality.
13 Loans to group companies
Loans to Group companies are repayable on demand. The treatment of this balance as non-current reflects the Company’s expectation of the timing of receipt. Recoverability of these balances is linked to the future cashflows expected to be generated from certain underlying assets of the Company’s subsidiaries which are predominantly the mining assets. The recoverable amount of these underlying assets is determined based on an assessment of the ability of the subsidiaries to complete the development of the mines and economically extract minerals from resource estimates. Based on this review, an impairment of US$ 9.712 million was recorded in respect of loans made to the Company’s Romanian subsidiary, Vast Baita Plai SA that owns the Baita Plai Polymetallic Mine. Last year the Company recorded a reserve of US$1.470 million in respect of loans made to the Company’s Zimbabwe subsidiary. For the remaining loans, the carrying value of these underlying assets was not impaired and there were no indications the remaining subsidiaries would be unable to repay any borrowing obligations. Accordingly, no impairment was recognised for these other amounts. The accumulated impairment provision on the loans to Group companies amounts to US$ 11.182 million.
14 Inventory
| Apr 2025 | Apr 2024 | Apr 2025 | Apr 2024 | |
| Group | Group | Company | Company | |
| $’000 | $’000 | $’000 | $’000 | |
| Minerals held for sale | 513 | 277 | 175 | - |
| Production stockpiles | 6 | 6 | - | - |
| Consumable stores | 547 | 540 | - | - |
| 1,066 | 823 | 175 | - |
During the year, US$2.401 million (2024: US$7.575 million) inventories relating to revenue were recognised as costs in the income statement.
As announced on 25 April 2025, the historical diamond parcel was released by the Reserve Bank of Zimbabwe (“RBZ”). In prior periods, the Company had impaired the capitalised extraction costs of US$0.175 million in respect of the diamond parcel. As a result of the release of the diamond parcel in the current year the prior existing conditions resulting in impairment no longer exist and the Group has therefore included these costs in inventory as they represent the best estimate of the historical costs in bringing the parcel to its present location and condition as of 30 April 2025.
As disclosed on page 35 of the annual report, the company is in the process of selling these diamonds through both public and private tenders. Due to the unique nature of the parcel, and the absence of comparable recent transactions, it is currently not possible to reliably determine its replacement cost or fair value. The valuation will be reassessed once market-based evidence becomes available.
15 Receivables
| Apr 2025 | Apr 2024 | Apr 2025 | Apr 2024 | ||
| Group | Group | Company | Company | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Trade receivables | - | 267 | - | - | |
| Other receivables | 1,314 | 1,253 | 510 | 269 | |
| Short term loans | 346 | 343 | 280 | 278 | |
| Prepayments | 132 | 116 | 70 | 68 | |
| VAT | 237 | 447 | 36 | 19 | |
| 2,029 | 2,426 | 896 | 634 |
| Of which: | Of which: not impaired as at 30 April 2025 and past due in the following periods: | |||||||
| Carrying amount before deducting any impairment loss | Related Impairment loss | Net carrying amount | Neither impaired nor past due on 30 April 2024 | Not more than three months | More than three months and not more than six months | More than six months | ||
| Trade receivables | - | - | - | - | - | - | - | |
| Other receivables | 1,314 | - | 1,314 | 1,314 | - | - | - | |
| 1,314 | - | 1,314 | 1,314 | - | - | - | ||
In the previous year the VAT receivable included an amount in respect of VAT owed to Vast Baita Plai SA (formerly African Consolidated Resources SRL) of US$ 436,622 (RON 2,024,222). The amount represents VAT paid on the Baita Plai Mine’s care operations. As reported previously, ANAF, the Romanian revenue authority had refused to accept amounts included in this balance as a legitimate VAT receivable as a mining licence was not then in place for Baita Plai Mine. On 15th October 2018, the mining licence was granted. The Romanian Courts ruled in favour of the Company and the tax authorities have appealed against the decision. On 17 October 2024, the court rejected the appeal by the tax authorities. The amount has been recovered and used to settle other taxes and social security liabilities.
16 Available for sale investments
In the year to 30 April 2020, the Company acquired an investment in the Convertible 15% Loan Notes of EMA of principal value US$750,000. The transaction value was US$891,164. These notes fund EMA’s and Blueberry’s working capital and capital expenditure requirements in relation to exploration at the Blueberry mine and other matters necessary for the purpose of achieving an IPO. The conversion feature of the loan notes allows the holder to convert every US$ 10,000 of principal into 0.075% of shares at the time of the IPO. These notes are held for sale and are carried at fair value through the profit and loss account as their value will be recovered through sale. Management is targeting a sale in the financial year ended 30 April 2026 and has therefore classified the investment in non-current assets. The project is at its early stages of development and there is insufficient more recent information to reliably measure the fair value of the project, on the basis management consider cost to be the best estimate of fair value of the instrument.
17 Loans and borrowings
| Apr 2025 | Apr 2024 | Apr 2025 | Apr 2024 | ||
| Group | Group | Company | Company | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Non-current | |||||
| Secured borrowings | 10,376 | 9,497 | 6,001 | 5,574 | |
| Unsecured borrowings | 733 | 683 | 733 | 683 | |
| less amounts payable in less than 12 months | (11,109) | (10,180) | (6,734) | (6,257) | |
| - | - | - | - | ||
| Current | |||||
| Secured borrowings | - | - | - | - | |
| Unsecured borrowings | 921 | 231 | 325 | 222 | |
| Bank overdrafts | - | - | - | - | |
| Current portion of long term borrowings - secured | 10,376 | 9,497 | 6,001 | 5,574 | |
| - unsecured | 733 | 683 | 733 | 683 | |
| 12,030 | 10,411 | 7,059 | 6,479 | ||
| Total loans and borrowings | 12,030 | 10,411 | 7,059 | 6,479 |
Current secured borrowings consist of:
- US$ 4,374,663 (2024: US$3,922,939) secured offtake finance from Mercuria Energy Trading SA. The loan is secured by a charge on the assets held by Sinarom Mining Group SRL which is the holder of the rights to the Manaila Mine and by a pledge on the shares of Vast Resources PLC 100% holding. The loan bore floating rate interest during the period of 11.5%. The repayment of the loan is to be made from the proceeds of the diamond parcel or refinancing.
- US$ 6,001,205 (2024: US$5,573,699) secured finance from A&T Investments Sarl (‘Alpha’). The loan has a 12-month term and a fixed rate of interest of 20%. Alpha has been granted first lien security over a real estate asset in Bucharest, Romania, which belongs to an existing shareholder. This shareholder has been granted a first ranking security over the Baita Plai Polymetallic Mine (‘BBPM’) in return for allowing this asset to be used as collateral. The loan and interest were originally due for repayment on 15 May 2023 and has been extended several times concluding with a revised repayment plan which was to begin on 7 May 2024.Given the delays in refinancing and the release of the diamond parcel, the Company has not repaid any amounts to its lenders under the revised schedule. Following the issuance by Alpha of a Notice of Acceleration and Enforcement on 25 June 2024 to commence enforcing the security, no further interest falls due under the terms of the loan. However, the Company continues to discuss arrangements with Alpha and plans to settle out of the proceeds of the sale of the diamond parcel together with other funding measures currently in progress as additionally explained on page 35 of the annual report. These discussions include a proposal to reinstate some of the interest that would otherwise not be due and therefore the loan interest recorded in the financial statements is consistent with these proposals. The Company has been given confirmation by the shareholder that it is not his intention to take action against the Company.
Current unsecured borrowing consists of:
- US$704,238 (2024: US$9,359) loans owed to Andrew Prelea, a director of the Company. These loans are interest free and have no fixed terms of repayment. The majority of the loan to Andrew Prelea was repaid by the Company after the year end.
- US$949,517 (2024: US$904,395) of third-party loans comprising a loan from M Semere of US$216,877 bearing an interest rate of 6%, a third-party loan of US$732,640 bearing an interest rate of 10%. There is no expectation that the outstanding loans will be called in the short-term.
Reconciliation of liabilities arising from financing activities
| Non-cash changes | ||||||||
| 2025 Group | 01-May-24 | Cash -flows | Amortised finance charges | Loans repaid in shares | Warrants issued | Exchange adjustments | 30-Apr-25 | |
| $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | ||
| Long-term borrowings | - | - | ||||||
| Short-term borrowings | 10,411 | 762 | 857 | - | - | - | 12,030 | |
| Total liabilities | ||||||||
| from financing activities | 10,411 | 762 | 857 | - | - | - | 12,030 | |
| Non-cash changes | ||||||||
| 2024 Group | 01-May-23 | Cash -flows | Amortised finance charges | Loans repaid in shares | Warrants issued | Exchange adjustments | 30-Apr-24 | |
| $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | ||
| Long-term borrowings | - | - | ||||||
| Short-term borrowings | 9,169 | (1,266) | 2,508 | - | - | - | 10,411 | |
| Total liabilities | ||||||||
| from financing activities | 9,169 | (1,266) | 2,508 | - | - | - | 10,411 | |
| Non-cash changes | ||||||||
| 2025 Company | 01-May-24 | Cash -flows | Amortised finance charges | Loans repaid in shares | Warrants issued | Exchange adjustments | 30-Apr-25 | |
| $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | ||
| Long-term borrowings | - | - | - | |||||
| Short-term borrowings | 6,479 | 215 | 365 | - | - | - | 7,059 | |
| Total liabilities | ||||||||
| from financing activities | 6,479 | 215 | 365 | - | - | - | 7,059 | |
| Non-cash changes | ||||||||
| 2024 Company | 01-May-23 | Cash -flows | Amortised finance charges | Loans repaid in shares | Warrants issued | Exchange adjustments | 30-Apr-24 | |
| $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | $'000s | ||
| Long-term borrowings | - | - | - | |||||
| Short-term borrowings | 5,605 | (1,313) | 2,187 | - | - | - | 6,479 | |
| Total liabilities | ||||||||
| from financing activities | 5,605 | (1,313) | 2,187 | - | - | - | 6,479 | |
18 Trade and other payables
| Apr 2025 | Apr 2024 | Apr 2025 | Apr 2024 | ||
| Group | Group | Company | Company | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Trade payables | 2,319 | 2,583 | 808 | 347 | |
| Other payables | 3,768 | 3,068 | 2,711 | 2,062 | |
| Other taxes and social security taxes | 444 | 90 | (1) | 3 | |
| Accrued expenses | 152 | 100 | 92 | 44 | |
| 6,683 | 5,841 | 3,610 | 2,456 |
Other payables comprise deferred director salaries, accrued salaries and other sundry creditors.
| Total $'000 | 30 days | 60 days | 90 days | 120 days | 121 days or more | |
| Trade payables | 2,319 | 773 | 40 | 102 | 40 | 1,364 |
| Other payables | 3,768 | 35 | 825 | - | - | 2,908 |
| Total | 6,087 | 808 | 865 | 102 | 40 | 4,272 |
19 Provisions
| Apr 2025 | Apr 2024 | Apr 2025 | Apr 2024 | |
| Group | Group | Company | Company | |
| $’000 | $’000 | $’000 | $’000 | |
| Provision for rehabilitation of mining properties | ||||
| - Provision brought forward from previous periods | 1,151 | 1,165 | - | - |
| - Liability recognised during period | 2 | 5 | - | - |
| - Effect of foreign exchange | 25 | (19) | - | |
| 1,178 | 1,151 | - | - |
As more fully set out in the Statement of Accounting Policies on page 40 of the annual report, the Group provides for the cost of the rehabilitation of a mining property on the cessation of mining. Provision for this cost is recognised from the commencement of mining activities.
This provision accounts for the estimated full cost to rehabilitate the mines at Manaila and Baita according to good practice guidelines in the country where the mine is located, which may involve more than the stipulated minimum legal commitment.
When accounting for the provision the Group recognises a provision for the full cost to rehabilitate the mine and a matching asset accounted for within the non-current mining asset.
20 Trade and other payables
Vast Baita Plai SA (‘VBP’) reached an agreement in principle with ANAF in December 2021 to defer the current payroll tax liability over a five year period. The final repayment schedule was established on 20 May 2022. Subsequently, the Company entered into discussions for a new and required restructuring plan in order to ensure the Company can affordably repay the total amounts due to the tax authorities. On 10 June 2024, the Company announced that VBP had entered into a voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania.
Under such a process, the amounts owed to ANAF along with other amounts owed to creditors can be repaid over a four-year period based on affordability. and starting from the date the reorganisation plan is finally approved. The Company believes that the reorganisation plan will be approved by the end of Q1 2026.
The current amounts due in more than one year are based on the creditors listing provided to the Court during the year and reflect the current estimates regarding the proposed timing of repayments. These estimates are more favourable to the Company than originally anticipated and have been considered in the assessment of going concern.
The Company has also restructured, under the Sinarom Mining Group (‘SMG’) reorganisation, amounts in respect of taxes which will be repaid over three years.
| Apr-25 | Apr-24 | ||
| $000's | $000's | ||
| Amounts due between one and two years | 4,491 | 2,894 | |
| Amounts due between two and three years | 4,406 | 3,215 | |
| Amounts due between three and four years | 4,445 | 3,842 | |
| 13,342 | 9,951 |
21 Financial instruments – risk management
Material accounting policies
Details of the significant accounting policies in respect of financial instruments are disclosed on page 38 of the annual report. The Group’s financial instruments comprise available for sale investments, cash and items arising directly from its operations such as trade and other receivables, trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by reviewing and agreeing policies for managing each financial risk and monitoring them on a regular basis. No formal policies have been put in place in order to hedge the Group and Company’s activities to the exposure to currency risk or interest risk; however, the Board will consider this periodically. No derivatives or hedges were entered into during the year.
The Group and Company is exposed through its operations to the following financial risks:
- Credit risk
- Market risk (includes cash flow interest rate risk and foreign currency risk)
- Liquidity risk
The policy for each of the above risks is described in more detail below.
The principal financial instruments used by the Group, from which financial instruments risk arises are as follows:
- Receivables
- Cash and cash equivalents
- Trade and other payables (excluding other taxes and social security) and loans
- Available for sale investments
The table below sets out the carrying value of all financial instruments by category.
| 2025 | 2024 | 2025 | 2024 | ||
| Group | Group | Company | Company | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Loans and receivables | |||||
| Cash and cash equivalents | 20 | 25 | 14 | 21 | |
| Receivables | 2,029 | 2,426 | 896 | 634 | |
| Loans to Group Companies | - | - | 29,141 | 36,581 | |
| Available for sale financial assets | |||||
| Available for sale investments (valuation level 1) | 891 | 891 | 891 | 891 | |
| Other liabilities | |||||
| Trade and other payables (excl short term loans) | 6,683 | 5,841 | 3,613 | 2,456 | |
| Trade and other payables (non-current) | 13,342 | 9,951 | - | - | |
| Loans and borrowings | 12,030 | 10,411 | 7,059 | 6,479 |
Credit risk
Financial assets, which potentially subject the Group and the Company to concentrations of credit risk, consist principally of cash, short-term deposits, an available for sale investment in 15% loan notes funding the Blueberry project, and other receivables. Cash balances are all held at recognised financial institutions. The 15% loan notes are considered fully recoverable given the project prospects. Receivables are presented net of allowances for doubtful receivables.
The Company has a credit risk in respect of inter-company loans to subsidiaries. The recoverability of these balances is dependent on the commercial viability of the exploration activities undertaken by the respective subsidiary companies. The credit risk of these loans is managed as the directors constantly monitor and assess the viability and quality of the respective subsidiary's investments in intangible mining assets.
Maximum exposure to credit risk
The Group’s maximum exposure to credit risk by category of financial instrument is shown in the table below:
| 2025 | 2025 | 2024 | 2024 | ||
| Carrying value | Maximum exposure | Carrying value | Maximum exposure | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Cash and cash equivalents | 20 | 20 | 25 | 25 | |
| Receivables | 2,029 | 2,029 | 2,426 | 2,426 | |
| Available for sale investments | 891 | 891 | 891 | 891 |
The Company’s maximum exposure to credit risk by category of financial instrument is shown in the table below:
| 2025 | 2025 | 2024 | 2024 | ||
| Carrying value | Maximum exposure | Carrying value | Maximum exposure | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Cash and cash equivalents | 14 | 14 | 21 | 21 | |
| Receivables | 897 | 897 | 634 | 634 | |
| Available for sale investments | 891 | 891 | 891 | 891 | |
| Loans to Group Companies | 29,141 | 29,141 | 36,581 | 36,581 |
Market risk
Cash flow interest rate risk
The Group has adopted a non-speculative policy on managing interest rate risk. Only approved financial institutions with sound capital bases are used to borrow funds and for the investments of surplus funds.
At the reporting date, the Group had a cash balance of $0.020 million (2024: $0.025 million) which was made up as follows:
| 2025 | 2024 | ||
| Group | Group | ||
| $’000 | $’000 | ||
| Sterling | 13 | 10 | |
| United States Dollar | 3 | 10 | |
| Lei (Romania) | 4 | 5 | |
| 20 | 25 |
At the reporting date, the Company had a cash balance of $0.013 million (2024: $0.021 million) which was made up as follows:
| 2025 | 2024 | ||
| Company | Company | ||
| $’000 | $’000 | ||
| Sterling | 13 | 10 | |
| United States Dollar | - | 11 | |
| 13 | 21 |
The Group had interest bearing debts at the current year end of US$11.326 million (2024: US$10.402 million). These are made up as follows:
| Interest rate | 2025 Group | 2024 Group | 2025 Company | 2024 Company | ||
| $'000 | $'000 | $'000 | $'000 | |||
| Secured short-term loans | 10-20% | 10,376 | 9,497 | 6,001 | 5,574 | |
| Unsecured loans | 6-10% | 950 | 905 | 950 | 905 | |
| 11,326 | 10,402 | 6,951 | 6,479 |
Borrowings of US$4.37 million carry a floating interest rate with the remainder having fixed rates. An increase in interest rates of 1% would increase the annual finance expense by US$43,700. All Company borrowings are at fixed rates.
Foreign currency risk
Foreign exchange risk is inherent in the Group’s and the Company’s activities and is accepted as such. The Company’s production, underlying value, and funding is referenced to and denominated in the United States Dollar and therefore foreign currency exchange risk arises where any balance is held, or costs incurred, in currencies other than United States Dollars. At 30 April 2025 and 30 April 2024, the currency exposure of the Group was as follows:
| Currency exposure - Group | ||||||
| Sterling | US Dollar | Euro | Other | Total | ||
| At 30 April 2025 | $’000 | $’000 | $’000 | $’000 | $’000 | |
| Cash and cash equivalents | 13 | 3 | - | 4 | 20 | |
| Trade and other receivables | 80 | 890 | 45 | 1,014 | 2,029 | |
| Trade and other payables | (2,161) | (1,454) | (78) | (2,990) | (6,683) | |
| Trade and other payables (non-current) | - | - | - | (13,342) | (13,342) | |
| Available for sale investments | - | 891 | - | - | 891 | |
| At 30 April 2024 | ||||||
| Cash and cash equivalents | 10 | 10 | - | 5 | 25 | |
| Trade and other receivables | 60 | 718 | 45 | 1,603 | 2,426 | |
| Trade and other payables | (1,121) | (1,329) | (126) | (3,265) | (5,841) | |
| Trade and other payables (non-current) | - | - | - | (9,951) | (9,951) | |
| Available for sale investments | - | 891 | - | - | 891 |
The effect of a 10% strengthening of Sterling against the US dollar at the reporting date, all other variables held constant, would have resulted in increasing post tax losses by $202,500 (2024: $105,100 increase). Conversely the effect of a 10% weakening of Sterling against the US dollar at the reporting date, all other variables held constant, would have resulted in decreasing post tax losses by $202,500 (2024: $105,100 decrease).
Other is predominantly represented by the Romanian Lei. This exposure arises in the Group’s Romanian subsidiaries with the majority of the exposure being Lei denominated non-current liabilities. As the Romanian subsidiaries are Lei functional currency, the effects of changes in the US dollar Lei exchange rate at the reporting date would not impact post tax losses.
At 30 April 2025 and 30 April 2024, the currency exposure of the Company was as follows:
| Currency exposure - Company | ||||||
| Sterling | US Dollar | Euro | Other | Total | ||
| At 30 April 2025 | $’000 | $’000 | $’000 | $’000 | $’000 | |
| Cash and cash equivalents | 13 | 1 | - | - | 14 | |
| Trade and other receivables | 80 | 758 | 45 | 13 | 896 | |
| Loans to Group companies | - | 29,141 | - | - | 29,141 | |
| Trade and other payables | (2,162) | (1,343) | (79) | (26) | (3,610) | |
| Available for sale investments | - | 891 | - | - | 891 | |
| At 30 April 2024 | ||||||
| Cash and cash equivalents | 10 | 11 | - | - | 21 | |
| Trade and other receivables | 60 | 529 | 45 | - | 634 | |
| Loans to Group companies | - | 36,581 | - | - | 36,581 | |
| Trade and other payables | (1,120) | (1,256) | (127) | 47 | (2,456) | |
| Available for sale investments | - | 891 | - | - | 891 |
Liquidity risk
Any borrowing facilities are negotiated with approved financial institutions at acceptable interest rates. All assets and liabilities are at fixed and floating interest rates. The Group and the Company seeks to manage its financial risk to ensure that sufficient liquidity is available to meet the foreseeable needs both in the short and long term. See also references to Going Concern disclosures in the Strategic Report on page 10 of the annual report.
The Group’s total contractual future cashflows for loans and borrowings are shown in the table below:
| 2025 | 2025 | 2024 | 2024 | ||
| Carrying value | Total Contractual Future Cashflows | Carrying value | Total Contractual Future Cashflows | ||
| Loans and borrowings | 12,030 | 12,030 | 10,411 | 11,175 |
The Group’s estimated future interest charges are shown in the table below:
| Apr 25 | Apr 24 | |
| $000's | $000's | |
| Estimated future interest charges for the Group within one year. | 711 | 764 |
The Company’s contractual future cashflows for loans and borrowings are shown in the table below:
| 2025 | 2025 | 2024 | 2024 | |
| Carrying value | Total Contractual Future Cashflows | Carrying value | Total Contractual Future Cashflows | |
| Loans and borrowings | 7,059 | 7,059 | 6,479 | 6,991 |
The Company’s estimated future interest charges are shown in the table below:
| Apr 25 | Apr 24 | |
| $000's | $000's | |
| Estimated future interest charges for the Company within one year. | 456 | 512 |
The maturity of the Group’s and Company’s loans and borrowings are shown below:
| Interest rate | 2025 Group | 2024 Group | 2025 Company | 2024 Company | ||
| $'000 | $'000 | $'000 | $'000 | |||
| Secured long-term loans | - | - | ||||
| Unsecured long-term loans | ||||||
| Secured short-term loans | 10-20% | 10,376 | 9,497 | 6,001 | 5,574 | |
| Unsecured loans | 0-10% | 1,654 | 914 | 1,058 | 905 | |
| 12,030 | 10,411 | 7,059 | 6,479 | |||
| These loans are repayable as follows: | ||||||
| -Within 1 year | 12,030 | 10,411 | 7,059 | 6,479 | ||
| -Between 1 and 2 years | - | - | - | - | ||
| -In more than 2 years | - | - | - | - |
As set out in Note 18 of the consolidated trade and other payables balance of US$6.087 million, US$1.673 million is due for payment within 60 days of the reporting date. The maturity profile of interest-bearing debts is highlighted above. The secured short-term loans with Alpha and Mercuria have been extended several times concluding with a revised repayment plan which would begin on 7 May 2024. The Company has not repaid any amounts to its lenders after the year end. The Company continues to discuss arrangements with both Alpha and Mercuria and has commenced alternative measures for settling the outstanding debts.
Capital
The objective of the Directors is to maximise shareholder returns and minimise risks by keeping a reasonable balance between debt and equity. While the Company has negative equity at the end of the year, the Company anticipates that this position will be significantly improved with the settlement of the historical claim and the other measures that have commenced after the year-end.
| The Group’s debt to equity ratio is -122.3% (2024: -188.9%), calculated as follows: | Apr 2025 | Apr 2024 |
| $000’s | $'000 | |
| Loans and borrowings | 12,030 | 10,411 |
| Less: cash and cash equivalents | (20) | (25) |
| Net debt | 12,010 | 10,386 |
| Total equity | (9,822) | (5,498) |
| Debt to capital ratio (%) | -122.3% | -188.9% |
22 Share capital
| | Ordinary 0.1p | Deferred 0.9p | TOTAL | ||||
| No of shares | Nominal value | No of shares | Nominal value | Share Capital | Share premium | ||
| As at 30 April 2023 | 2,927,644,142 | 3,564 | 3,206,616,509 | 40,809 | 44,373 | 103,358 | |
| Issued during the period * | 2,644,000,000 | 3,308 | - | - | 3,308 | 1,919 | |
| Capital Reorganization | (4,643,036,785) | (5,726) | 515,892,976 | 5,726 | - | - | |
| As at 30 April 2024 | 928,607,357 | 1,146 | 3,722,509,485 | 46,535 | 47,681 | 105,277 | |
| Issued during the year * | 1,680,000,000 | 2,166 | - | - | 2,166 | 414 | |
| Capital Reorganization | |||||||
| As at 30 April 2025 | 2,608,607,357 | 3,312 | 3,722,509,485 | 46,535 | 49,847 | 105,691 | |
* Details of the shares issued during the year are as shown in the table below and in the Statement of Changes of Equity on pages 31-32 of the annual report.
There were no shares reserved for issue under share options at 30 April 2025 (2024: nil).
On 29 February 2024 the Company approved a capital reorganisation under which the number of existing ordinary shares in issue were reduced by a factor of six. In order to do this every 54 Existing Ordinary Shares of £0.001 (0.1p) were converted into 9 New Ordinary Shares of £0.001 (0.1p) each and 5 New Deferred Share of £0.009 (0.9p). The effect of this latter capital reorganisation is highlighted in the above table.
The deferred shares carry no rights to dividends or to participate in any way in the income or profits of the Company. They may receive a return of capital equal to the amount paid up on each deferred share after the ordinary shares have received a return of capital equal to the amount paid up on each ordinary share plus £10,000,000 on each ordinary share, but no further right to participate in the assets of the Company. The Company may, subject to the Statutes, acquire all or any of the deferred shares at any time for no consideration. The deferred shares carry no votes.
The ordinary shares carry all the rights normally attributed to ordinary shares in a company subject to the rights of the deferred shares.
See also Note 27 on page 64 of the annual report for details of share issues after the reporting date.
| Date of issue | |||||||||||
| 2025 | No of shares | Issue price (p) | Purpose of issue | ||||||||
| 21-May-24 | 45,500,000 | 0.220 | Placing with investors | ||||||||
| 06-Jun-24 | 234,500,000 | 0.220 | Placing with investors | ||||||||
| 19-Jul-24 | 240,000,000 | 0.100 | Placing with investors | ||||||||
| 30-Jul-24 | 360,000,000 | 0.100 | Placing with investors | ||||||||
| 18-Oct-24 | 250,000,000 | 0.100 | Placing with investors | ||||||||
| 28-Oct-24 | 500,000,000 | 0.100 | Placing with investors | ||||||||
| 12-Nov-24 | 50,000,000 | 0.100 | Settle debt | ||||||||
| 1,680,000,000 | |||||||||||
| Date of issue | |||||||||||
| 2024 | No of shares | Issue price (p) | Purpose of issue | ||||||||
| 13-Jul-23 | 58,500,000 | 0.350 | Placing with investors | ||||||||
| 25-Jul-23 | 427,500,000 | 0.350 | Placing with investors | ||||||||
| 12-Oct-23 | 154,500,000 | 0.195 | Placing with investors | ||||||||
| 21-Oct-23 | 778,500,000 | 0.195 | Placing with investors | ||||||||
| 30-Jan-24 | 445,000,000 | 0.103 | Placing with investors | ||||||||
| 06-Feb-24 | 780,000,000 | 0.103 | Placing with investors | ||||||||
| 01-Mar-24 | (2,203,333,333) | CAPITAL REORGANIZATION | |||||||||
| 440,666,667 | |||||||||||
23 Share based payments
Equity – settled share-based payments
The Company has granted share options and warrants to Directors, staff and consultants.
In June 2015, the Company also established a Share Appreciation Scheme to incentivise Directors and senior executives. The basis of the Scheme is to grant a fixed number of 'share appreciation rights' (SARs) to participants. Each SAR is credited rights to receive at the discretion of the Company ordinary shares in the Company or cash to a value of the difference in the value of a share at the date of exercise of rights and the value at date of grant. The SARS are subject to various performance conditions.
The tables below reconcile the opening and closing number of SARs in issue at each reporting date:
| Exercise price | In issue at 30 April 2024 | Issued during year* | Lapsed during year | Exercised during year | In issue at 30 April 2025 | Final exercise date | ||
| Options | ||||||||
| 7.26p | 18,333,333 | 18,333,333 | Dec-25 | |||||
| 18,333,333 | - | - | - | 18,333,333 | ||||
| Exercise price | In issue at 30 April 2023 | Issued during year* | Lapsed during year | Exercised during year | In issue at 30 April 2024 | Final exercise date | ||
| Options | ||||||||
| 7.26p | 18,333,333 | 18,333,333 | Dec-25 | |||||
| 118.8p | 116,667 | (116,667) | - | Nov-23 | ||||
| 118.8p | 116,667 | (116,667) | - | Mar-24 | ||||
| 18,566,666 | - | (233,333) | - | 18,333,333 | ||||
The tables below reconcile the opening and closing number of share option and warrants in issue at each reporting date:
| Exercise price | In issue at 30 April 2024 | Issued during year | Lapsed during year | Exercised during year | In issue at 30 April 2025 | Final exercise date | |
| 8.64p | 7,527,853 | - | - | - | 7,527,853 | May-25 | |
| 3.15p | 26,666,667 | - | (26,666,667) | - | - | Oct-24 | |
| 34,194,520 | - | (26,666,667) | - | 7,527,853 | |||
| variable | 3,858,333 | - | - | - | 3,858,333 | See Note | |
| 38,052,853 | - | (26,666,667) | - | 11,386,186 | |||
| Exercise price | In issue at 30 April 2023 | Issued during year | Lapsed during year | Exercised during year | In issue at 30 April 2024 | Final exercise date | |
| 8.64p | 7,527,853 | - | - | - | 7,527,853 | May-25 | |
| 3.15p | 26,666,667 | - | - | - | 26,666,667 | Oct-24 | |
| 34,194,520 | - | - | - | 34,194,520 | |||
| variable | 3,858,333 | - | - | - | 3,858,333 | See Note | |
| 38,052,853 | - | - | - | 38,052,853 | |||
Note: These warrants are only exercisable in the event of a default in repayment of the Mercuria loan.
| 2025 | 2024 | |||||
| Weighted average exercise price (pence) | Number | Weighted average exercise price (pence) | Number | |||
| Outstanding at the beginning of the year | 5.65 | 52,527,853 | 5.89 | 42,761,186 | ||
| Granted during the year | - | - | 7.26 | 10,000,000 | ||
| Lapsed during the year | 3.15 | (26,666,667) | 118.80 | (233,333) | ||
| Outstanding at the end of the year | 7.66 | 25,861,186 | 5.65 | 52,527,853 | ||
| Exercisable at the end of the year | 7.66 | 25,861,186 | 5.65 | 52,527,853 | ||
The weighted average remaining lives of the SARs, share options or warrants outstanding at the end of the period is 7 months (2024: 15 months). Of the 25,861,186 SARs, options and warrants outstanding at 30 April 2025 (2024: 52,527,853), 25,861,186 (2024: 52,527,853) are fully vested in the holders and are exercisable at that date.
Fair value of share options
The fair values of share options and warrants granted have been calculated using the Black Scholes pricing model which takes into account factors specific-to-share incentive plans such as the vesting periods of the plan, the expected dividend yield of the Company’s shares and the estimated volatility of those shares. Based on the above assumptions, the fair values of the options granted are estimated to be:
| Grant date | Share Option or Warrant Exercise Price £(p) | Vesting periods | Share price at date of grant £(p) | Volatility | Life (years) | Dividend yield | Risk free interest rate | Fair value £(p) |
| Apr-23 | 7.26 | Dec-25 | 3.69 | 150% | 2.67 | nil | 4.18% | 2.60 |
| May-22 | 8.64 | May-25 | 7.20 | 123% | 1.00 | nil | 0.94% | 3.00 |
| Apr-22 | 3.15 | Oct 25 | 3.15 | 105% | 1.00 | nil | 0.69% | 0.590 |
Volatility has been based on historical share price information. A higher rate of volatility is used when determining the fair value of certain options in order to reflect the special conditions attached thereto.
Based on the above fair values the expense arising from equity-settled share options and warrants made was $NIL (2024: $328,863).
Warrant and Share option expense
| | Apr 2025 | Apr 2024 |
| Group | Group | |
| $’000 | $’000 | |
| Warrant and share option expense: | ||
| - In respect of remuneration contracts | - | 329 |
| - In respect of financing arrangements | - | - |
| Total expense / (credit) | - | 329 |
24 Reserves
Details of the nature and purpose of each reserve within owners’ equity are provided below:
- Share premium represents the balance of consideration received net of fund-raising costs in excess of the par value of the shares.
- The share options reserve represents the accumulated balance of share benefit charges recognised in respect of share options granted by the Company, less transfers to retained losses in respect of options exercised or lapsed.
- The foreign currency translation reserve represents amounts arising on the translation of the Group and Company financial statements from Sterling to United States Dollars, as set out in the Statement of Accounting Policies on page 38 of the annual report, prior to the change in functional currency to United States Dollars, together with cumulative foreign exchange differences arising from the translation of the Financial Statements of foreign subsidiaries; this reserve is not distributable by way of dividends.
- The retained deficit reserve represents the cumulative net gains and losses recognised in the Group statement of comprehensive income.
25 Related party transactions
Company and group
Directors and key management emoluments, included deferred salary balances owed to the Directors, are disclosed in notes 6 and 7.
Group
At the reporting date, there was an amount owing by Vast Baita Plai SA to Ozone Homes SRL (Ozone) of US$ 3,834 (2024: US$3,617) in respect of transactions undertaken by Ozone in 2014. Ozone is a company controlled by Andrew Prelea, the Group CEO and senior Group executive in Romania.
During the year, the company had a service contract with Roy Tucker, a director of the Company, to provide office premises and associated services totalling US$25,572 excluding VAT (2024: US$20,078).
During the year, the Company provided services of US$0.043 million to CAMM (2024: US$0.113 million), its 24.5% associate company, who provides these services on a back-to-back basis to Takob, a third party. These amounts have been recognised in revenues.
26 Contingent liabilities
In the normal course of conducting business in Romania, the Company’s Romanian businesses are subject to a number of legal proceedings and claims. These matters comprise claims by the Romanian tax authorities. The Company records liabilities related to such matters when management assesses that settlement of the exposure is probable and can be reasonably estimated. Based on current information and legal advice, management does not expect any such proceedings or claims to result in liabilities and therefore no liabilities have been recorded at 30 April 2025. However, these matters are subject to inherent uncertainties and there exists the remote possibility that the outcome of these proceedings.
27 Events after the reporting date
Ordinary Shares issued and warrants exercised post reporting date
| £ | $ | Shares issued | Issued to | |||
| 2,012,000 | 2,677,586 | 503,000,000 | Warrants exercised by investors | |||
| 212,000 | 287,083 | 60,571,428 | Subscription by investor | |||
| 4,500,000 | 6,050,229 | 1,825,396,824 | Placing with investors | |||
| 6,724,000 | 9,014,898 | 2,388,968,252 |
28 Restatement
During the year, the Group identified and corrected a classification error relating to foreign exchange gains and losses. In accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, the correction has been applied retrospectively.
As the impact of the restatement affects the opening balances within equity of the earliest comparative period, and in line with IAS 1 – Presentation of Financial Statements, a third statement of financial position as at the beginning of the earliest comparative period has not been presented.
The restatement primarily relates to the following:
- Reclassification of revaluation differences on USD-denominated intercompany debt held by Romanian subsidiaries (functional currency: Lei).
- Adjustment of foreign exchange gains and losses previously recognised in profit or loss, now correctly allocated to the Foreign Currency Translation Reserve (FCTR) within equity.
The retrospective adjustments resulted in the following impacts:
- Decrease in opening balance of retained deficit at 30 April 2023: US$1.777 million
- Increase in opening balance of FCTR at 30 April 2023: US$ 1.777 million
- Decrease in reported foreign exchange loss in the income statement: $1.049 million for the year ended 30 April 2024
- Decrease in reported foreign exchange gain in other comprehensive income: $1.049 million for the year ended 30 April 2024
These adjustments ensure compliance with IAS 21 – The Effects of Changes in Foreign Exchange Rates, and provide a more accurate reflection of the Group’s economic exposure.
29 Group subsidiaries
A full list of all subsidiary companies and their registered offices is given below:
| Subsidiaries | ||||
| Company | Country of registration | Group Interest | Nature of business | |
| 2025 | 2024 | |||
| Sinarom Mining Group SRL | Romania | 100% | 100% | Mining production |
| Vast Baita Plai SA* | Romania | 100% | 100% | Mining development |
| AP Mining Group Ltd | UK | 100% | 100% | Dormant |
| Vast Resources Enterprises Limited | UK | 100% | 100% | Mining investment |
| Vast Resources Nominees Limited ** | UK | 100% | 100% | Nominee company |
| Vast Resources Romania Limited | UK | 100% | 100% | Mining investment |
| Accufin Investments (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Aeromags (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Cadex Investments (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Campstar Mining (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Chaperon Manufacturing (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Charmed Technical Mining (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Chianty Mining Services (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Corampian Technical Mining (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Dashaloo Investments (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Deep Burg Mining Services (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Deft Mining Services (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Exchequer Mining Services (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Febrim Investments (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Heavystuff Investment Company (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Hemihelp Investments (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Isiyala Mining (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Katanga Mining (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Kengen Trading (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Kielty Investments (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Lafton Investments (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Lomite Investments (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Lucciola Investment Services (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Malaghan Investments (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Methven Investment Company (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Mimic Mining (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Monteiro Investments (Private) Limited | Zimbabwe | 100% | 100% | Dormant |
| Mystical Mining (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Naxten Investments (Private) Limited | Zimbabwe | 100% | 100% | Asset holding |
| Olebile Investments (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Perkinson Investments (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Possession Investment Services (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Sackler Investments (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Schont Mining Services (Private) Limited | Zimbabwe | 100% | 100% | Claim holding |
| Vast Resources Zimbabwe (Private) Limited | Zimbabwe | 100% | 100% | Mining investment |
| * Formerly African Consolidated Resources SRL | ||||
| **Formerly ACR Nominees Ltd | ||||
Notes - Addresses of Registered offices:
1 Sat Iacobeni,Str.Minelor Nr.20, Jud. Suceava, Romania
2 Str.9 Mai, Nr.20, Baia Mare, Jud.Maramures, 430274 Romania
3 Nettlestead Place, Nettlestead, Maidstone, Kent ME18 6HE, United Kingdom
4 121 Borrowdale Road, Gun Hill, Harare, Zimbabwe
5 6, John Plagis Avenue, Alexandra Park, Harare, Zimbabwe
Company information
| Directors | Brian Moritz Richard Prelea Paul Fletcher Roy Tucker Nicholas Hatch Nigel Wyatt James McFarlane | Non-Executive Chairman Chief Executive Officer Finance Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director |
| Secretary and registered office | Ben Harber 8 Bishopsgate London United Kingdom EC2N 4BQ | |
| Country of incorporation | United Kingdom | |
| Legal form | Public Limited Company | |
| Website | www.vastplc.com | |
| Auditors | Crowe U.K. LLP 55 Ludgate Hill London EC4M ZJW | |
| Nominated & Financial Adviser | Strand Hanson Limited 26 Mount Row London W1K 3SQ United Kingdom | |
| Joint Corporate Brokers | Shore Capital Stockbrokers Limited Cassini House 57 St James's Street, London, SW1A 1LD Axis Capital Markets Ltd 73, Watling Street London EC4M 9BJ | |
| Registrars | Share Registrars Limited 27-28 Eastcastle Street London, W1W 8DH | |
| Registered number | 5414325 | |
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund