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Final Results

In brief · summary, not quotable

80 Mile PLC reported final results for the year ended December 31, 2025, highlighting significant progress in its Greenlandic projects with over US$100 million in committed expenditure across Jameson and Disko, where the company holds free-carried interests of 30% and 49% respectively. An independent report estimates 13.03 billion barrels of un-risked prospective oil resources at Jameson. The company also raised £2 million in December 2025 to advance its Hydrogen Valley assets and completed the sale of its Kangerluarsuk project. Despite a consolidated loss of £33.1 million for the year, the company's cash and cash equivalents increased to £1.45 million, and it is actively pursuing strategic partnerships to further develop its project pipeline.

Full year to 31 Dec 2025NowYear beforeChange
Operating profit (£33.1m) (£9.6m)
Profit before tax (£33.1m) (£9.6m)
Net income (£33.1m) (£9.6m)
Cash from operations (£0.2m) (£3.0m)

Figures as reported, converted to £ where needed – see all financials.

Full announcement

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80 Mile PLC ('80 Mile' or the 'Company'), the AIM, FSE, and OTC listed exploration and development company with projects in Greenland, Finland and Italy, is pleased to announce its final results for the year ended 31 December 2025.

The accounts will be distributed to shareholders tomorrow and will be available on the Company's website shortly.

2025 Highlights

  • Agreements reached with US partners to drill the Jameson and Disko projects, with more than US$100 million of committed expenditure across the two projects over the next 18 months
  • Free carried across Jameson and Disko, with a 30% and 49% free carry interest respectively
  • Independent report by Sproule ERCE estimates 13.03 billion barrels (P10) of un-risked recoverable prospective oil resources across the upper levels of the Jameson Basin
  • £2 million raised in December 2025 to advance the development of the Company's assets held by its 100%-owned subsidiary, Hydrogen Valley
  • Sale of Kangerluarsuk project to Amaroq, reflecting the Company's ongoing strategy to monetise non-core assets
  • Appointment of Ingo Hofmaier as Non-Executive Director, further strengthening the Board of Directors

Post Period Highlights

  • Exploration drilling at Disko is set to commence this week following the approval of the programme and the mobilisation of drill rigs. The programme was recently expanded from 5,000 metres ("m") to 9,000m
  • Greenland Energy Company, 80 Mile's JV partner for Jameson, commenced trading on NASDAQ (GLND) and subsequently raised US$70 million, with net proceeds to fund exploration and appraisal activities in the Jameson Land Basin
  • Received written guidance from Greenlandic regulator confirming that no third-party licence can be granted over the Company's concessions covering the Jameson Land Basin.
  • Awarded AIM Company of the Year at the 2026 Online Money Awards

Notice of General Meeting

The Company announces that its General Meeting ("GM") will be held at 10:00 am on Wednesday 29 July 2026 at 1 Heddon Street, London, W1B 4BD. Copies of the Notice of GM and the Form of Proxy will be posted to shareholders tomorrow and available to view on the Company's website shortly.

CHAIRMAN'S REPORT

Dear Shareholders,

2025 was a transformative year in all respects. Our carefully laid plans to seek US partners for our Greenland Projects has borne fruit with more than US$100m of committed expenditure on Jameson and Disko drilling over the next 18 months with 80 Mile being free carried throughout.

The restructuring efforts on expenditure commitments and staffing levels were completed, resulting in substantial savings. During 2026, we expect to see the fruits of our labour in terms of intense drilling activity across the two core projects and value creation for shareholders.

Key achievements during the period included the inking of two value accretive joint ventures related to our strategic metal and oil and gas assets, two successful fundraisings, finalisation of the corporate rebrand, asset divestments and a renewed focus on marketing in the United States. All of which has collectively repositioned the Company to capitalise on new emerging opportunities in our core sectors. It's also why our share price at time of writing has appreciated significantly since the start of 2025.

Throughout 2025, we continued the strategy of portfolio rationalisation, with a focus on attracting US based investors into our two large scale Greenlandic projects. Coupled with ongoing cost-saving initiatives across the business, we are now more sustainable and resilient as an organisation. Importantly, the company is free carried across both Disko and Jameson with a 49% and 30% free carry interest, respectively with US$100m of committed exploration starting in the next several months. This disciplined approach to our joint ventures allows us to operate more cost effectively while maintaining a large, but risk free, exposure to our two major commodity projects in the complex and unpredictable world that international exploration has become.

The agreement with USFM Corporation ("USFM") allows us to manage the programme across the Disko Project and earn a 10% management fee. A great result for shareholders. At Jameson, we are free carried on two 3,500m drill holes expected to cost more than US$30m, each expected to spud towards the end of 2026 as well as progressing the restart of our biofuel facility in Italy.

Financial Review

In June 2025, the sale of our lead zinc project; Kangerluarsuk, by Disko to AIM and TSX listed Amaroq has returned significant value to shareholders whilst maintaining exposure to future success. That transaction included US$500,000 in shares and longer dated success payments. Project rationalisation, management fees and free carried expenditure provide a robust capital base and income with limited overheads, enabling a renewed focus on shareholder value - something that was difficult to achieve given legacy financial issues inherited from previous management.

Entering 2026, 80 Mile is in a strong financial position following the successful monetisation of non-core assets and reduction in excess staffing requirements. 80 Mile is lean, focused, and with well-funded US counterparts on our two most significant projects and an emerging biofuels production story, we are well positioned to capitalise on this success.

Outlook

The importance of developing new sources of energy, critical minerals and industrial gases continues to grow and get global attention. 80 Mile is strategically positioned to play a vital role. Our operations are located in stable, resource-rich Western jurisdictions that support commodity development, reinforcing the security of our assets and our confidence in future success.

Partnerships remain central to our strategy. Our joint ventures at Jameson and Disko, along with close collaboration with Greenlandic and Danish authorities, and new financing relationships, all underpin the value of our project pipeline. With drilling scheduled to commence across both projects later this year, 80 Mile is poised to deliver significant value creation for shareholders, as the true potential of these projects will be unlocked through material drilling campaigns to be executed.

As announced on 28 October 2025, 80 Mile acquired 100% interest in Hydrogen Valley, a biofuels project in Italy. Located in Italy's Special Economic Zone ("SEZ"), the production complex has facilities for biodiesel, ESBO, and glycerine production. The plant is strategically positioned for revenue generation, with production planned to recommence shortly.

These developments underscore our long-term strategy - delivering value through a diversified portfolio in energy, critical minerals and industrial gas markets.

On behalf of the Board, I sincerely thank our shareholders for their trust and support. In a world increasingly shaped by geopolitical volatility and resource nationalism, we remain focused on building long-term value. With a dedicated team and a clear strategy, we look forward to a productive and transformative 2026.

Michael Hutchinson

Non-Executive Chairman

STATEMENTS OF FINANCIAL POSITION

As at 31 December 2025

GroupCompany
Note31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Non-Current Assets
Property, plant and equipment64,794,8571,051,9357,9103,151
Intangible assets78,114,87625,587,568--
Fair value through profit and loss Investments8-265,625-265,625
Investment in subsidiaries9--11,007,89138,984,436
Investment in Joint Venture10-4,523,897--
Equity Investments13-200,000-200,000
Non-current financial assets35-3,18039,3563,180
12,909,73331,632,20511,055,15739,456,392
Current Assets
Trade and other receivables141,656,2901,883,9231,620,7071,877,786
Cash and cash equivalents151,453,810637,822943,962392,147
Inventories16373,689---
3,483,7892,521,7452,564,6692,269,933
Assets held for sale17371,610---
Total Assets16,765,13234,153,95013,619,82641,726,325
Non-Current Liabilities
Deferred tax liabilities18482,114496,045--
Other payables201,237,509---
Deferred consideration192,248,045---
3,967,668496,045--
Current Liabilities
Provisions19434,784200,000-200,000
Trade and other payables202,637,989491,305788,998437,962
3,072,773691,305788,998637,962
Total Liabilities7,040,4411,187,350788,998637,962
Net Assets9,724,69132,966,60012,830,82841,088,363
Capital and reserves attributable to owners of the Company
Share capital217,883,7837,651,7357,883,7837,651,735
Share premium2174,252,29366,986,07874,252,29366,986,078
Other reserves22(6,000,899)(7,592,921)1,365,6641,527,291
Retained losses(66,501,558)(34,078,292)(70,670,912)(35,076,741)
Total equity shareholders' funds9,633,61932,966,60012,830,82841,088,363
Non-controlling interest1291,072---
Total Equity9,724,69132,966,60012,830,82841,088,363

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 31 December 2025 was £36,297,802 (loss for year ended 31 December 2024: £8,704,742).

Michael Hutchinson

Non-Executive Chairman

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2025

Continued operationsNoteYear ended 31 December 2025 £Year ended 31 December 2024 £
Revenue--
Cost of sales25(2,710)(35,887)
Gross loss(2,710)(35,887)
Administrative expenses25(3,122,672)(2,262,385)
Impairment of intangible assets7(27,183,287)(4,902,058)
Impairment of property, plant and equipment17(478,640)-
Share of losses from joint venture-(18,114)
Share of profits from associate13211,078-
Decrease in share of net assets on joint venture-(198,694)
Other losses28(2,922,000)(2,259,088)
Operations expenditure29(41,411)-
Foreign exchange loss(39,105)(369)
Other income31468,272116,844
Operating loss(33,110,475)(9,559,751)
Finance expense30(17,757)(1,663)
Loss before income tax(33,128,232)(9,561,414)
Income tax expense32--
Loss for the year(33,128,232)(9,561,414)
Attributable to:
Owners of the Company(33,126,897)(9,561,414)
Non-controlling interests12(1,335)-

Earnings per share from continuing operations attributable to the equity owners of the parent

Continued operationsNoteYear ended 31 December 2025 £Year ended 31 December 2024 £
Basic (pence per share)33(0.80)p(0.57)p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
Year ended 31 December 2025 £Year ended 31 December 2024 £
Loss for the year(33,128,232)(9,561,414)

Other Comprehensive Income:

Items that may be subsequently reclassified to profit or loss

Continued operationsNoteYear ended 31 December 2025 £Year ended 31 December 2024 £
Currency translation differences1,793,005(1,375,855)
Other comprehensive losses for the year, net of tax( 31,335,227)(10,937,269)
Total comprehensive loss
Attributable to:
Owners of the Company(31,333,892)(10,937,269)
Non-controlling interests12(1,335)-
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
NoteShare capital £Share premium £Other reserves £Retained losses £Equity Attributable to the Owners of the Parent £Non-controlling interest £Total Equity £
Balance as at 1 January 20247,506,65862,915,685(6,528,838)(24,516,878)39,376,627-39,376,627
Loss for the year---(9,561,414)(9,561,414)-(9,561,414)

Other comprehensive income for the year

Items that may be subsequently reclassified to profit or loss

Continued operationsNoteYear ended 31 December 2025 £Year ended 31 December 2024 £
Currency translation differences--(1,375,855)-(1,375,855)-(1,375,855)
Total comprehensive income for the year--(1,375,855)(9,561,414)(10,937,269)-(10,937,269)
Issue of share capital21144,0593,999,742--4,143,801-4,143,801
Share based payments211,01870,651--71,669-71,669
Options issued24--311,772-311,772-311,772
Total transactions with owners, recognised directly in equity145,0774,070,393311,772-4,527,242-4,527,242
Balance as at 31 December 20247,651,73566,986,078(7,592,921)(34,078 ,292)32,966 ,600-32,966 ,600
Balance as at 1 January 20257,651,73566,986,078(7,592,921)(34,078 ,292)32,966,600-32,966 ,600
Loss for the year---(33,126,897)(33,126,897)(1,335)(33,128,232)

Other comprehensive income for the year

Items that may be subsequently reclassified to profit or loss

Continued operationsNoteYear ended 31 December 2025 £Year ended 31 December 2024 £
Currency translation differences--1,793,005-1,793,005-1,793,005
Total comprehensive income for the year--1,793,005(33,126,897)(31,333,892)(1,335)(31,335,227)
Acquisition of subsidiary11, 12-----92,40792,407
Issue of share capital2139,1601,788,360--1,827,520-1,827,520
Share based payments2124,3401,560,160--1,584,500-1,584,500
Options issued24--187,252-187,252-187,252
Options exercised21, 2480027,200(18,744)18,74428,000-28,000
Options expired24--(684,887)684,887---
Consideration shares21128,3923,890,495--4,018,887-4,018,887
Shares issued for Trust - held in Treasury21, 2239,356-(39,356)----
Employee Benefit Trust reserve24--354,752-354,752-354,752
Total transactions with owners, recognised directly in equity232,0487,266,215(200,983)703,6318,000,911-8,000,911
Balance as at 31 December 20257,883,78374,252,293(6,000,899)(66,501,558)9,633,61991,0729,724,691
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
NoteShare capital £Share premium £Other reserves £Retained losses £Total equity £
Balance as at 1 January 20247,506,65862,915,6851,215,519(26,371,999)45,265,863
Loss for the year---(8,704,742)(8,704,742)
Total comprehensive income for the year---(8,704,742)(8,704,742)
Issue of share capital21144,0593,999,742--4,143,801
Share based payments211,01870,651--71,669
Options granted24--311,772-311,772
Total transactions with owners, recognised directly in equity145,0774,070,393311,772-4,527,242
Balance as at 31 December 20247,651,73566,986,0781,527,291(35,076,741)41,088,363
Balance as at 1 January 20257,651,73566,986,0781,527,291(35,076,741)41,088,363
Loss for the year---(36,297,802)(36,297,802)
Total comprehensive income for the year---(36,297,802)(36,297,802)
Issue of share capital2139,1601,788,360--1,827,520
Share based payments2124,3401,560,160--1,584,500
Options issued24--187,252-187,252
Options exercised21, 2480027,200(18,744)18,74428,000
Options expired24--(684,887)684,887-
Consideration shares21128,3923,890,495--4,018,887
Shares issued for Trust21, 2239,356---39,356
Employee Benefit Trust reserve24--354,752-354,752
Total transactions with owners, recognised directly in equity232,0487,266,215(161,627)703,6318,040,267
Balance as at 31 December 20257,883,78374,252,2931,365,664(70,670,912)12,830,828
STATEMENTS OF CASH FLOWS
For the year ended 31 December 2025
GroupCompany
NoteYear ended 31 December 2025 £Year ended 31 December 2024 £Year ended 31 December 2025 £Year ended 31 December 2024 £
Cash flows from operating activities
Loss after income tax(33,128,232)(9,561,414)(36,297,802)(8,704,742)
Adjustments for:
Depreciation and amortisation222,474317,5362,23010,189
Impairment of intangible exploration assets727,183,2874,902,058--
Impairment of property, plant and equipment17478,640---
Impairment of intercompany loan35--36,881,5965,278,656
Share options expense24187,252311,772187,252311,772
Trust expense24354,752-354,752-
Share based payments2188,50071,66988,50071,669
(Gain)/Loss on sale of property, plant and equipment341(5,966)3412,503
Fair value adjustment to existing equity interest - Hydrogen Valley Ltd132,884,147-2,884,147-
Gain on sale of intangible exploration assets7(224,704)---
Other losses/(gains)(73,481)-(15,000)-
Impairment of deferred consideration2839,300915,00039,300915,000
Impairment of goodwill132,096,639---
Net finance expense / (income)3017,7571,663(963,685)(2,230,349)
Deferred tax18(14,009)---
Foreign exchange (gain) / loss(2,905)-(1,987,112)1,719,896
Intercompany management fees--(367,068)(217,552)
Share of earnings from associates13(211,078)-(211,078)
Share of losses from joint venture-18,114--
Decrease in share of net asset of joint venture-198,694--
(Gain)/loss on fair value through profit and loss Equity Investments8(1,485,198)1,390,625(1,476,492)1,390,625
Changes in working capital:
Decrease / (Increase) in trade and other receivables754,684(1,544,496)597,291(980,708)
Increase / (Decrease) in trade and other payables390,975(247,817)353,587(230,905)
Decrease in inventories35,111---
Increase / (Decrease) in provisions227,217200,000(200,000)200,000
Net cash used in operating activities(178,531)(3,032,562)(129,241)(2,463,946)
Cash flows from investing activities
Cash paid for acquisitions13(1,180,000)(200,000)(1,180,000)(200,000)
Repayable loan funding advanced to Hydrogen Valley13(493,396)-(493,396)-
Reclassification of restricted cash15-220,822--
Sale of property, plant and equipment-14,727-6,258
Cash received from related party3533,153
Purchase of property plant and equipment6(153,468)-(7,328)-
Cash acquired from acquisitions11, 138,890---
Purchase of intangible assets7(814,544)(792,952)--
Sale of investment81,742,117-1,742,117-
Interest received4,0715,6193,6234,655
Net loans granted to subsidiary undertakings--(1,235,910)(1,201,467)
Net loans granted to non-group undertakings-(3,180)-(3,180)
Net cash used in investing activities(853,177)(754,964)(1,170,894)(1,393,734)
Cash flows from financing activities
Net proceeds from issue of share capital1,986,0004,292,0971,986,0004,292,097
Transaction costs of share issue(130,480)(57,060)(130,480)(57,060)
Interest paid(4,731)(7,207)(3,570)(2,760)
Net cash generated from financing activities1,850,7894,227,8301,851,9504,232,277
Net increase in cash and cash equivalents819,081440,304551,815374,597
Cash and cash equivalents at beginning of year637,822200,700392,14717,550
Exchange gain on cash and cash equivalents(3,093)(3,182)--
Cash and cash equivalents at end of year1,453,810637,822943,962392,147

Non-cash transactions

During the year, the Company issued 1,920,871,759 shares (2024: 10,178,810) for non-cash consideration with an aggregate value of £5,642,743 (2024: £71,669). Details of these transactions are provided in Note 21. Included within this amount were 393,557,018 shares issued to the Employee Benefit Trust ("EBT"), further details specifically relating to the EBT are provided in Note 24.

In addition, 110,000,000 share options were granted during the year as non-cash transactions (2024: 236,935,493). The total fair value of these options was £187,252 (2024: £311,772). Further details are provided in Note 24.

The Notes form part of these Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2025

General information

The principal activities of 80 Mile Plc, (the 'Company') and its subsidiaries (together the 'Group') are the exploration and development of precious and base metals, helium, industrial gases, and hydrocarbons. The Company also 100% owns a large biofuels refinery in southern Italy that it is working to bring back into operation for the production for biofuels and other renewable products. The Company's shares are listed on the AIM market of the London Stock Exchange and are traded on the open market of the Frankfurt Stock Exchange, as well as the OTC PINK in the US. The Company is incorporated and domiciled in England.

The registered office address is 6 Heddon Street, London W1B 4BT.

Summary of significant Accounting Policies

2.1. Basis of preparation of Financial Statements

The Group and Company Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (UK adopted IAS) and in accordance with the requirements of the Companies Act 2006. The Consolidated Financial Statements have also been prepared under the historical cost convention, except as modified for assets and liabilities recognised at fair value on business combination.

The Financial Statements are presented in Pound Sterling rounded to the nearest pound.

The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note 4.

2.2. New and amended standards

  • New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January 2025

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions applicable for the period ended 31 December 2025 did not result in any material changes to the financial statements of the Group or Company.

  • New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted
StandardImpact on initial applicationEffective date
IFRS 9 and IFRS 7 (Amendments)Classification and Measurement of Financial Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures1 January 2026
Amendments (Various)Annual Improvements to IFRS Accounting Standards - Amendments to: · IFRS 1 First-time Adoption of International Financial Reporting Standards; · IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; · IFRS 9 Financial Instruments; · IFRS 10 Consolidated Financial Statements; · IAS 7 Statement of Cash flows1 January 2026

2.3. Basis of Consolidation

The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries made up to 31 December 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

  • The contractual arrangement with the other vote holders of the investee;
  • Rights arising from other contractual arrangements; and
  • The Group's voting rights and potential voting rights
  • Subsidiaries

Subsidiaries are entities over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Investments in subsidiaries are accounted for at cost less impairment within the parent company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises are eliminated on consolidation. Intercompany loans are treated as part of the Group's net investment in its subsidiaries and are added to the investment on consolidation. In accordance with IFRS, foreign exchange differences arising on these intercompany loans are recognised in Other Comprehensive Income.

Step acquisitions

Where the Group obtains control of an investee in which it previously held an equity interest, the transaction is accounted for as a business combination achieved in stages. On the acquisition date, the Group remeasures its previously held equity interest in the acquiree to its acquisition-date fair value and recognises any resulting gain or loss in statement of profit or loss.

The consideration transferred is measured at fair value and comprises the fair values of assets transferred, liabilities incurred to former owners of the acquiree, and equity interests issued by the Group. Acquisition-related costs are expensed as incurred and included in administrative expenses.

The identifiable assets acquired and liabilities assumed are recognised at their acquisition-date fair values, except for those items for which IFRS 3 requires a different measurement basis.

Goodwill is measured as the excess of:

  • the aggregate of the consideration transferred;
  • the fair value of any previously held equity interest in the acquiree; and
  • the amount of any non-controlling interest in the acquiree,

over the net acquisition-date fair value of the identifiable assets acquired and liabilities assumed.

Where the fair value of the net identifiable assets acquired exceeds the aggregate of the consideration transferred, the fair value of any previously held interest, and the amount of any non-controlling interest, the resulting gain is recognised immediately in profit or loss as a bargain purchase gain. Fair value adjustments are considered to be provisional at the first reporting date after the acquisition to allow the maximum time to elapse for management to make a reliable estimate.

Joint Venture

A joint venture ("JV") is a joint arrangement in which the parties that share joint control have rights to the net assets of the arrangement. Joint arrangements are accounted for using the equity method of accounting and are initially recognised at cost. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The aggregate of the Group's share of profit or loss of the JV is shown on the face of the statement of profit or loss and other comprehensive income as part of operating profit and represents profit or loss after tax. The financial statements of the JV are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in the JV. At each reporting date, the Group determines whether there is objective evidence that the investment in the JV is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the JV and it's carrying value, then recognises the loss as 'Share of profit of a joint venture' in the statement of profit or loss and other comprehensive income.

  • Reimbursement of the costs of the operator of the joint arrangement

When the Group, acting as lead operator or manager of a joint arrangement, receives reimbursement of direct costs recharged to the joint arrangement, such recharges represent reimbursements of costs that the operator incurred as an agent for the joint arrangement and therefore have no effect on profit or loss. When the Group charges a management fee (based on a fixed percentage of total costs incurred for the year) to cover other general costs incurred in carrying out the activities on behalf of the joint arrangement, it is not acting as an agent. Therefore, the general overhead expenses and the management fees are recognised in the statement of profit or loss and other comprehensive income as an expense and income respectively. The amount of income does not represent revenue from contracts with customers. Instead, it represents income

from collaborative partners and hence is outside the scope of IFRS 15.

Associates

The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group's investment in its associate is accounted for using the equity method.

Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of profits/losses of the associate since the acquisition date.

The statement of profit or loss reflects the Group's share of the results of operations of the associate. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.

The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its' carrying value and then recognises the profit/loss within 'Share of profit/loss of an associate' in the statement of profit or loss.

Non-controlling interest

The Group measures non-controlling interests ("NCI") in an acquired entity either at fair value or at the proportionate share of the acquiree's net identifiable assets, with the choice determined separately for each acquisition. For the acquisition of White Flame Energy Ltd and its' 100% owned subsidiary White Flame Energy A/S (together 'White Flame'), the Group elected to measure the NCI at its proportionate share of White Flame's net identifiable assets.

2.4. Going concern

The Consolidated Financial Statements have been prepared on a going concern basis. The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement and the Strategic Report.

As at 31 December 2025, the Group had unrestricted cash and cash equivalents of £1,219,177 (2024: £414,968).

The Directors have prepared cash flow forecasts to 31 December 2027. These forecasts take into account the Group and Parents Company's current cost and operational structure, planned exploration and evaluation expenditure, licence commitments (Note 34) and working capital requirements. These forecasts indicate that the Group and Parent Company's cash resources are not sufficient to cover the projected expenditure for the period for a period of 12 months from the date of approval of these financial statements.

These forecasts indicate that in order to meet their operational objectives and expected liabilities as they fall due, the Group will be required to raise additional funds within the next 12 months, as is common with many exploration and evaluation entities.

The Directors are confident in the Company's ability to raise additional funds as required, from existing and/or new investors, within the next 12 months.

The Company has successfully demonstrated its access to financial resources numerous times over the years, as evidenced recently by the successful completion of a cash placing in December 2025 for gross proceeds of £2 million. Together with the Company's current market position and continuing support from existing and prospective investors they remain confident in their abilities to raise sufficient capital and the Directors have a reasonable expectation that the Group and Parent Company has adequate resources to continue in operational existence for the foreseeable future.

Notwithstanding the above, these circumstances indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company's ability to continue as a going concern and, therefore, that the Group and Parent Company may be unable to realise their assets or settle their liabilities in the ordinary course of business. As a result of their review, and despite the aforementioned material uncertainty, the Directors have confidence in the Group and Parent Company's forecasts and have a reasonable expectation that the Group and Parent Company will continue in operational existence for the going concern assessment period and have therefore used the going concern basis in preparing these consolidated and Parent Company financial statements.

2.5. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker ("CODM"). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

2.6. Foreign currencies

Functional and presentation currency

Items included in the Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the UK parent entity and UK subsidiary is Pound Sterling, the functional currency of the Finnish and Italian subsidiaries is Euros and the functional currency of the Greenlandic subsidiaries is Danish Krone. The Financial Statements are presented in Pounds Sterling which is the Company's functional and Group's presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

  • Group companies
  • all resulting exchange differences are recognised in other comprehensive income.

2.7. Intangible assets

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non‑controlling interests in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree. Fair value adjustments are considered to be provisional at the first reporting date after the acquisition to allow the maximum time to elapse for management to make a reliable estimate.

Goodwill is not amortised however impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use, discounted to present value using a discount rate reflective of the time value of money and risks specific to the business unit. Any impairment is recognised immediately as an expense and is not subsequently reversed.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Exploration and evaluation assets

Exploration and evaluation assets are recorded and held at cost

Exploration and evaluation assets are not subject to amortisation, as such at the year-end all intangibles held have an indefinite life but are assessed annually for impairment. The assessment is carried out by allocating exploration and evaluation assets to cash generating units ('CGU's'), which are based on specific projects or geographical areas. The CGU's are then assessed for impairment using a variety of methods including those specified in IFRS 6.

Under IFRS 6, there are four indicators of impairment:

  • The period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
  • Substantive expenditures on further exploration for and evaluation of mineral resources in the specific area is neither budgeted or planned;
  • Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and

Whenever the exploration for and evaluation of mineral resources in cash generating units does not fulfil the requirements of IFRS 6 or lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.

Exploration and evaluation assets recorded at fair-value on business combination

Exploration assets which are acquired as part of a business combination are recognised at fair value in accordance with IFRS 3. When a business combination results in the acquisition of an entity whose only significant assets are its exploration asset and/or rights to explore, the Directors consider that the fair value of the exploration assets is equal to the consideration. Any excess of the consideration over the capitalised exploration asset is attributed to the fair value of the exploration asset.

Trademarks

Trademarks and licences are recognised as intangible assets when it is probable that future economic benefits attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. They are initially measured at cost and subsequently stated at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation is provided to write off the cost of finite life trademarks and licences less their estimated residual value over their expected useful economic lives on a straight-line basis at the following annual rates:

Trademarks - 5 years

Trademarks considered to have an indefinite useful life are not amortised but are tested annually for impairment and whenever there is an indication that the asset may be impaired.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates and can be measured reliably. All other expenditure is recognised in the Income Statement as incurred.

The useful lives of trademarks and licences are reviewed at least annually and adjusted if appropriate. Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An asset's carrying amount is written down immediately to its recoverable amount if the carrying amount exceeds the estimated recoverable amount. Where assets do not generate independent cash flows, they are tested for impairment as part of the cash-generating unit to which they belong.

2.8. Investments in subsidiaries and joint venture

Additional contributions by the Joint Venture Partner which increase the net assets in the joint venture, are recognised as 'increase in share of net assets on joint venture' in the statement of profit or loss and other comprehensive income. This is a non-cash adjustment and is to retain the Group's ownership in the Joint Venture at 49%. On 1 January 2025, the Group increased its ownership interest in the Nikkeli joint venture from 49% to 100%.

2.9. Property, plant and equipment

Buildings - 36 years

Vehicles - 8 years

Office Equipment - 4 years

Machinery and Equipment - 5 to 20 years

Software - 2 years

Assets under Construction - no depreciation is charged during construction of assets.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. If an impairment review is conducted following an indicator of impairment, assets which are not able to be assessed for impairment individually are assessed in combination with other assets within a cash generating unit.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains' in the statement of profit or loss.

2.10. Impairment of non-financial assets

2.11. Financial assets

Classification

The Group classifies its financial assets at amortised cost and at fair value through the profit or loss or other comprehensive income (OCI). The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Recognition and measurement

Amortised cost

Fair value through the profit or loss

Financial assets that do not meet the criteria for being measured at amortised cost or 'fair value through other comprehensive income' (FVTOCI), are measured at 'fair value through profit or loss' (FVTPL).

  • Level 1: Quoted prices in active markets for identical items (unadjusted)
  • Level 2: Observable direct or indirect inputs other than Level 1 inputs
  • Level 3: Unobservable inputs (i.e. not derived from market data).
  • Impairment of financial assets
  • Derecognition

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial asset measured at fair value through profit or loss (FVTPL).

2.12. Financial liabilities

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Trade and other payables

Derecognition

2.13. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand.

2.14. Inventories

Inventories of finished goods are valued at the lower of cost and net realisable value. Inventory consists of raw materials and consumables within Greenswitch SRL. Net realisable value is determined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The Group reviews inventory for obsolete and slow-moving goods and any such inventory is written down to net realisable value.

2.15. Equity

Equity comprises the following:

  • "Share capital" represents the nominal value of the Ordinary shares;
  • "Other reserves" represents the merger reserve, foreign currency translation reserve, reverse acquisition reserve, redemption reserve, share option reserve, EBT reserve and Treasury where;

o "Merger reserve" represents the difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange;

o "Reverse acquisition reserve" represents a non-distributable reserve arising on the acquisition of Finland Investments Limited;

o "Capital redemption reserve" represents a non-distributable reserve made up of share capital;

o "Share option reserve" represents share options awarded by the group;

o "EBT reserve" represents shares issued to the trust and held in treasury for directors, employees, and management. These shares are recognised at fair value using Monte Carlo assessment and are subject to specified performance or service milestones being achieved;

o "Treasury" represents shares issued to the trust and held in treasury for directors, employees, and management.

  • "Retained earnings" represents retained losses.

2.16. Share capital, share premium and deferred shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the Income Statement.

Deferred shares are classified as equity. Deferred shares have no rights to receive dividends, or to attend or vote at general meetings of the Company and are only entitled to a return of capital after payment to holders of new ordinary shares of £100,000 per each share held.

2.17. Share based payments

The Group operates a number of equity-settled, share-based schemes, under which the Group receives services from employees or third party suppliers as consideration for equity instruments (options, warrants and shares) of the Group. The fair value of the third party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options or shares granted:

  • including any market performance conditions;
  • including the impact of any non-vesting conditions.

The fair value of the share options and warrants are determined using the Black Scholes valuation model. The fair value of the Employee Benefit Trust ("EBT") shares are determined using the Monte Carlo valuation model.

Options and warrants

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.

Shares held in trust

Non-vesting conditions and market-based performance conditions are incorporated into the estimation of the fair value of the award at the grant date. This reflects the grant date measurement principle, whereby the fair value is determined based on the terms and conditions on which the equity instruments were granted, using a model that captures market participant assumptions.

Service conditions and non-market-based performance conditions are not taken into account when measuring fair value at grant date. Instead, the Company estimates the number of awards expected to vest based on the likelihood of satisfying these conditions. This estimate is reviewed and updated at each reporting date, with a true-up to the cumulative share-based payment charge recognised in profit or loss.

When shares are granted to employees to satisfy share-based payment awards, the cost of the shares is recognised as part of share-based payment expense in accordance with IFRS 2 Share-based Payment over the vesting period of the relevant awards. Any difference between the cost of shares held by the trust and the amount recognised in share-based payment reserves is adjusted within equity. No gain or loss is recognised in profit or loss on the purchase, sale or transfer of own shares.

When the conditions are met, the delivery of shares to the beneficiaries is accounted for an equity-settled share-based payment under IFRS 2, with the corresponding expense recognised over the relevant vesting period.

2.18. Employee Benefit Trust

The Group operates an Employee Benefit Trust ("EBT") to facilitate the administration of employee share-based incentive schemes. The trust is consolidated as part of the Group's financial statements in accordance with IFRS 10 Consolidated Financial Statements as the Group has control over the trust.

Contributions made by the Group to the Employee Benefit Trust are recorded as deductions from equity until the shares are vested or transferred to employees. Shares held by the trust are treated as treasury shares and presented as a deduction from equity.

During the year, the Group issued 393,557,018 Ordinary Shares of £0.0001 each in the Company to the EBT. The EBT reserve reflects value of the shares at their fair value at the date of grant.

2.19. Taxation

Tax of £nil payable in respect of taxable income for the year ending 31 December 2025 (2024: £nil). During the year ended 31 December 2025, the Company received £nil (2024: £nil) in Research and Development ("R&D") tax credits.

Deferred tax is recognised using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax assets and liabilities are not discounted.

2.20. Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

Financial risk management

3.1. Financial risk factors

Risk management is carried out by the London based management team under policies approved by the Board of Directors.

Market risk

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro, United States Dollar, Danish Krone and the British Pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

The Group negotiates all material contracts for activities in relation to its subsidiaries in either British Pounds, Euros, United States Dollar or Danish Krone. The Group does not hedge against the risks of fluctuations in exchange rates. The volume of transactions is not deemed sufficient to enter into forward contracts as most of the foreign exchange movements result from the retranslation of intercompany loans. The Group has sensitised the figures for fluctuations in foreign exchange rates, as the Directors acknowledge that, at the present time, the foreign exchange retranslations have resulted in rather higher than normal fluctuations which are separately disclosed and is predominantly due to the exceptional nature of the Euro exchange rate in the last two years in the current economic climate. Further detail is in note 3.3.

Price risk

The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.

During the year ended 31 December 2025, the Group had exposure to equity securities price risk, as it held listed equity investments.

Credit risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables. The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.

Liquidity risk

In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

With exception to deferred taxation, deferred consideration and the deferred income (see Note 18, 19 and 20), financial liabilities are all due within one year.

3.2. Capital risk management

At 31 December 2025 the Group had borrowings of £nil (31 December 2024: £nil) and defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

Given the Group's level of debt versus its cash at bank and cash equivalents, the gearing ratio is immaterial.

3.3. Sensitivity analysis

On the assumption that all other variables were held constant, and in respect of the Group and the Company's expenses the potential impact of a 10% increase/decrease in the UK Sterling:Euro and UK Sterling:DKK Foreign exchange rates on the Group's loss for the period and on equity is as follows:

Potential impact on Euro expensesLoss before tax for the year ended 31 December 2025Equity before tax for the year ended 31 December 2025
GroupCompanyGroupCompany
Increase/(decrease) in foreign exchange rate££££
10%(33,405,008)(36,574,517)9,746,77212,830,828
-10%(32,933,648)(36,574,517)9,702,61012,830,828
Potential impact on DKK expensesLoss before tax for the year ended 31 December 2025Equity before tax for the year ended 31 December 2024
GroupCompanyGroupCompany
Increase/(decrease) in foreign exchange rate££££
10%(35,813,008)(36,574,517)10,549,94912,830,828
-10%(30,525,648)(36,574,517)8,899,43312,830,828

On the assumption that all other variables remain constant, the potential impact of a 10% increase/decrease in the discount rate used to discount the deferred consideration to its present value is as follows:

Potential impact on deferred consideration(Loss)/profit before tax for the year ended 31 December 2025Payables for the year ended 31 December 2025
GroupGroup
Increase/(decrease) in foreign exchange rate££
10%17,2202,230,825
-10%(17,432)2,265,478

Critical accounting estimates and judgements

The preparation of the Financial Statements in conformity with UK adopted IAS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the period. Actual results may vary from the estimates used to produce these Financial Statements.

Impairment of intangible assets - exploration and evaluation costs

Exploration and evaluation costs have a carrying value at 31 December 2025 of £8,072,426 (2024: £25,587,568). Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only amortised once extraction of the resource commences. Management tests for impairment annually whether exploration projects have future economic value in accordance with the accounting policy stated in note 2.7. Each exploration project is subject to a periodic review by either a consultant or senior company geologist to determine if the exploration results returned during the period warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target, results indicate there is no additional upside a decision will be made to discontinue exploration or impairment indicators under IFRS 6 are identified, an impairment charge will then be recognised in the Income Statement.

During the year ended 31 December 2025, management assessed whether there were any indicators of impairment for the Company's exploration and evaluation assets in accordance with IFRS 6. Based on this assessment, impairment charges were recognised in respect of the Dundas Project (£25,319,093) and Hammaslahti and Outokumpu licences (£1,864,194). The indicators of impairment are discussed in further detail in Note 7.

The significant impairment recognised in relation to Dundas was primarily driven by the absence of budgeted exploration expenditure for the project in 2026. This reflects the Company's strategic decision to prioritise investment in other key assets following the acquisitions of White Flame Energy, Hydrogen Valley and Greenswitch. In parallel, the Company is evaluating strategic partnership opportunities to advance the Dundas Project, rather than funding exploration activities directly. Under IFRS 6, the absence of planned substantive expenditure is considered an indicator of impairment. Therefore, the impairment to the Dundas project was a key judgement made by management as although no expenditure is currently budgeted, the Company continues to regard the project as strategically valuable. Accordingly, while the asset has been written down for accounting purposes to reflect the identified impairment indicators, management believes that the project continues to have the potential to generate significant value under the appropriate market conditions and with a suitably qualified partner.

Useful economic lives of property, plant and equipment

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets, taking into account that the assets are not used throughout the whole year due to the seasonality of the licence locations. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on economic utilisation and the physical condition of the assets. See note 6 for the carrying amount of the property plant and equipment and note 2.9 for the useful economic lives for each class of assets.

Impairment of Investments in Subsidiaries, and Receivables from related parties - Company Only

The Company's net investment in its subsidiaries is £11,007,891 as at 31 December 2025 (2024: £38,984,436) the recoverability of the investment in subsidiaries is ultimately dependant on the value of the underlying assets, mainly comprising exploration and evaluation assets.

In preparing the parent company financial statements, the Directors apply their judgement to decide if any or all of the Company's investments (including capital contributions) in its subsidiaries should be impaired. In undertaking their review, the Directors consider the outcome of their impairment assessment in accordance with IAS 36. The Company assesses, at each reporting date, whether there is an indication that an investment may be impaired. If any indication exists, or when annual impairment testing for an investment is required, the Company estimates the investment's recoverable amount. Recoverable amount is the higher of an investment or cash-generating unit's (CGU) fair valueless costs to sell and its value in use. Recoverable amount is determined for an individual investment, unless the investment does not generate cash inflows that are largely independent of those from other investment or Groups of investments. When the carrying amount of an investment or CGU exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount.

During the year ended 31 December 2025, the Company acquired interests in Nikkeli, White Flame Energy and Hydrogen Valley resulting in an increase in its investment in subsidiaries. Notwithstanding these acquisitions, the overall carrying value of investments decreased during the period due to impairments recognised in respect of loans with Dundas and FinnAust Mining Finland (Note 35). Management made the assessment during the year that the Dundas and Finland exploration assets should be impaired (Note 7) and these impairments gave rise to indicators of impairment in respect of the Company's loans to those subsidiary entities.

The Directors performed an impairment assessment of the loans by considering the recoverable amount of the underlying subsidiaries, taking into account the impairment of their exploration and evaluation assets and the resulting reduction in their net asset values. As a result, the carrying value of the loans was reduced to their estimated recoverable amounts.

The impairment recognised represents a provision against the current carrying value of the loans based on conditions existing at the reporting date. Should the underlying projects progress successfully or other indicators of recoverability arise in future periods, the impairment may be reversed.

Business Combination Verus Asset Acquisition

Management exercises significant judgement in determining whether an acquired set of activities and assets constitutes a business, as defined in IFRS 3 Business Combinations, or whether the transaction should be accounted for as an asset acquisition. In making this assessment, management considers whether the acquired assets includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The assessment includes consideration of the nature of the acquired assets, the existence of an organised workforce, operating processes, intellectual property, customer relationships, contracts and other activities capable of generating economic benefits. Management also considers the optional concentration test under IFRS 3, whereby a transaction may be treated as an asset acquisition if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

The accounting treatment of an acquisition depends on this determination. Transactions accounted for as business combinations require the recognition of identifiable assets acquired and liabilities assumed at fair value, with any excess consideration recognised as goodwill or a bargain purchase gain. Transactions accounted for as asset acquisitions result in the cost of acquisition being allocated to the individual identifiable assets and liabilities acquired based on their relative fair values, with no goodwill recognised. Accordingly, the assessment of whether an acquisition constitutes a business combination or an asset acquisition has a significant impact on the Group's financial statements.

During the year, the Group completed three acquisitions. Management assessed each transaction to determine whether the acquired set met the definition of a business under IFRS 3.

Management concluded that the acquisition of:

· Nikkeli Project Company Limited (and its wholly owned subsidiary Nikkeli Greenland A/S) was accounted for as an asset acquisition. Management determined that the acquired entities did not include any substantive processes and therefore did not meet the definition of a business under IFRS 3 Business Combinations. Management also applied the optional concentration test permitted by IFRS 3 and concluded that substantially all of the fair value of the gross assets acquired was concentrated in the exploration and evaluation assets acquired. Accordingly, the acquisition was accounted for as an asset acquisition.

  • White Flame Energy Ltd (and its wholly owned subsidiary White Flame Energy A/S) was also accounted for as an asset acquisition. Consistent with the assessment performed for the acquisition of Nikkeli, management concluded that the acquired set did not include any substantive processes and that substantially all of the fair value of the gross assets acquired was concentrated in exploration and evaluation assets. Accordingly, the acquisition did not meet the definition of a business under IFRS 3 and was accounted for as an asset acquisition.
  • Hydrogen Valley Ltd (and its wholly owned subsidiary Greenswitch SRL) was accounted for as a business combination as the Company acquired a set of activities and assets that had inputs and substantive processes that together have the capability to produce outputs. Although Greenswitch is in the pre-revenue stage, it has the capability to produce outputs in the form of future commercial resource extraction. Accordingly, the acquisition met the definition of a business under IFRS 3 and was accounted for as a business combination.

Business Combination

Following the acquisition of Hydrogen Valley Ltd ("Hydrogen Valley") and its wholly owned subsidiary Greenswitch SRL ("Greenswitch") on 27 October 2025, management performed a purchase price allocation ("PPA") exercise in accordance with IFRS 3 Business Combinations to determine the acquisition-date fair values of the identifiable assets acquired and liabilities assumed.

Management reviewed the acquiree's balance sheet and concluded that the only significant asset requiring detailed valuation was the plant within property, plant and equipment. The remaining assets and liabilities, comprising primarily cash, inventory, trade and other receivables, deferred consideration, and trade and other payables, were considered to approximate their acquisition-date fair values due to their nature due to the nature of the assets and liabilities acquired. The deferred consideration (Note 19) and government grant (Note 20) had already been measured at present value and therefore represented their fair values at the acquisition date.

Management assessed the fair value of the plant using both a discounted cash flow ("DCF") model and, as there was no active market for the plant at acquisition date, the replacement cost valuation was considered. The DCF indicated a value in excess of carrying value; however, the valuation relied on significant assumptions regarding future production, revenues and cash flows that were not sufficiently supportable at the acquisition date, given the plant remained in a pre-commercial stage. Therefore there was inherent uncertainty around the future production volumes and timing, and future revenue and profitability of the plant. Management also considered a replacement cost valuation based on an external report, which indicated a value for the plant above carrying value. However, this assessment was not supported by sufficient observable evidence, including the acquisition consideration paid and the plants current operational status, having not been operational for an extended period prior to acquisition.

In the absence of sufficient support for the fair value uplifts indicated by either valuation approach, management concluded that the carrying values of the identifiable assets and liabilities represented the most reliable measure of their acquisition-date fair values. Accordingly, no fair value uplift was recognised as part of the PPA.

As the consideration transferred exceeded the fair value of the identifiable net liabilities acquired, goodwill of £2,096,639 was recognised on acquisition. Following management's assessment, this goodwill was immediately impaired, as there was insufficient evidence at the acquisition date to support the recognition of future economic benefits beyond those reflected in the identifiable net assets acquired given the plant remained in a pre-commercial stage and binding customer contracts had not yet been secured.

Deferred consideration

As at 31 December 2025, £2,248,045 in respect of the deferred consideration owed to Greendome Holdings Inc ("Greendome" or the "vendor"), the original vendor of Greenswitch SRL, on the acquisition of Hydrogen Valley.

Under the terms of the acquisition agreement, the Company issued 220,000,000 new ordinary shares to the vendor and assumed additional deferred consideration obligations. The deferred consideration will only become payable if the market value of the shares issued as consideration does not triple by 30 June 2026. Should the condition be met, no further consideration will be payable. If the condition is not met, deferred consideration of €3,000,000 will become payable to the vendor (see Note 19).

The deferred consideration arrangement was assessed in accordance with IFRS 9 and recognised as a financial liability measured at fair value. Management exercised judgement in assessing the probability that the Company's share price would increase threefold by 30 June 2026. If it did not, this would result in the deferred consideration becoming payable. Management concluded that this outcome was probable and that a future outflow of economic resources was therefore expected. Consequently, the deferred consideration was recognised as a financial liability and measured at fair value at the reporting date.

In determining the fair value of the liability at the reporting date, management applied judgement in assessing the expected settlement amount and timing of future payments. The liability was discounted using a rate of 4.4%, based on UK gilt yields corresponding to the expected settlement dates.

The valuation is sensitive to changes in the assumptions used, including the probability of the payment obligation arising, the expected timing of settlement and the discount rate applied.

Control of Hydrogen Valley

A key assumption in preparing the financial statements was the date on which control of Hydrogen Valley was obtained. Under IFRS 10, control exists when an investor has (i) power over the investee, (ii) exposure or rights to variable returns from its involvement with the investee, and (iii) the ability to use its power to affect those returns.

Management assessed that control of Hydrogen Valley was obtained on 27 October 2025. This assessment was primarily based on the appointment of Roderick McIllree and Troy Whittaker to the board of directors, which provided the Group with the power over Hydrogen Valley and the ability to direct the company's activities. From this date, Roderick McIllree and Troy Whittaker participated in and approved key operational and strategic decisions as well as the overall direction of the business.

Through its board representation and decision-making authority, the Company was able to use its power to influence the returns generated by was exposed to variable returns of Hydrogen Valley and, indirectly, Greenswitch. This included the potential exposure to future profits, dividends, and other economic benefits arising from the performance and growth of the business, as well as downside risks associated with underperformance. Accordingly, management concluded that the criteria for control under IFRS 10 were met from 27 October 2025.

Significant Influence over Investee

During the year ended 31 December 2025, the Group increased its ownership interest in Hydrogen Valley through a series of acquisitions. Following the acquisition of an initial 5% interest in 2024, the Group increased its holding to 24% and subsequently to 49% in January and July 2025, respectively. Throughout the period during which the Group held more than 20%, and prior to obtaining control, management concluded that the Group had obtained significant influence over Hydrogen Valley in accordance with IAS 28 Investments in Associates and Joint Ventures.

On 27 October 2025, the Group acquired the remaining equity interests in Hydrogen Valley, increasing its ownership interest to 100% and obtaining control (see above 'Control of Hydrogen Valley'). From that date, Hydrogen Valley was classified as a subsidiary and consolidated in accordance with IFRS 10 Consolidated Financial Statements. Consequently, the investment was accounted for as an associate only for the period from 13 January 2025 until 27 October 2025.

Management's assessment of significant influence was based on the Group's ownership interest exceeding the 20% threshold that gives rise to a rebuttable presumption of significant influence under IAS 28, together with an evaluation of the relevant facts and circumstances surrounding the investment. Based on this assessment, management concluded that the Group had the ability to participate in the financial and operating policy decisions of Hydrogen Valley but did not have control or joint control over the entity.

Immediately prior to obtaining control, the carrying amount of the Group's investment in Hydrogen Valley was £2,884,147 million. During the period in which the investment was accounted for as an associate, the Group recognised its share of the associate's profit of £211,078.

Share based payment transactions

Options and Warrants

The Group has made awards of options and warrants over its unissued share capital to certain Directors, employees and consultants as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and suppliers for various services received. In the year ended 31 December 2025, 110,000,000 share options and warrants were issued to Directors, employees and consultants (2024: 236,935,493). As at year end, 13,557,018 shares had not been conditionally awarded to a beneficiary.

Employee Benefit Trust

During the year, the Group established an Employee Benefit Trust ("EBT" or "Trust") for the benefit of Directors, employees and consultants. Under the terms of the scheme, 380,000,000 shares were conditionally awarded, subject to the achievement of specified performance conditions, including market capitalisation milestones (see Note 24).

The fair value of the awards granted under the EBT was determined in accordance with IFRS 2 Share-based Payment using a Monte Carlo valuation model. The valuation of awards containing market-based performance conditions requires management to apply significant estimates and assumptions, including expected share price volatility, risk-free interest rates, expected dividend yields and the expected term of the awards.

The determination of these assumptions involves estimation uncertainty and may impact the fair value attributed to the awards and the resulting share-based payment expense recognised in the financial statements. Further details of the valuation methodology and key assumptions are disclosed in Note 24.

Control of Employee Benefit Trust

A key assumption in preparing the financial statements was whether control of the EBT was obtained. Under IFRS 10, control exists when an investor has (i) power over the investee, (ii) exposure or rights to variable returns from its involvement with the investee, and (iii) the ability to use its power to affect those returns. In assessing the EBT against these criteria, management concluded that the Company has control of the EBT for the following reasons.

The Company is considered to have power over the trust as it has the practical ability to direct the relevant activities, such as by determining the Trusts' purpose and framework as well as designing the employee incentive arrangements of which the Trust supports. Further, the Company can use its power to influence the Trust's activities that affect the EBT's returns by making decisions regarding which directors (or employees) participate in the scheme, the number of awards granted and the timing of vesting; which ultimately influences the share-based payment expense to be recognised in the Income Statement. As such, the Company's power over the Trust is closely linked to its exposure to variable returns. Further, the Company established the trust with the intention that it would acquire and hold shares in the Company. The assets of the trust consist primarily of shares in the Company, meaning that the value of the EBT's assets are directly linked to the Company's share price. As a result, the economic outcomes of the EBT are directly linked to the performance of the Company.

Based on the above assessment, although the EBT is a separate legal entity, management concluded that the Company controls the EBT in accordance with IFRS 10 and is consolidated within the Group's financial statements.

Segment information

Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the year, the Group had interests in four geographical segments: the United Kingdom, Greenland, Italy and Finland. Activities in the UK are mainly administrative in nature whilst the activities in Greenland, and Finland relate to exploration and evaluation work. Activities in Italy relates to renewable fuel and energy operations.

The Group had no turnover during the year (2024: Nil).

2025Greenland £Finland £Italy £UK £Total £
Revenue-----
Cost of sales(2,710)--(2,710)
Administrative expenses(757,486)(31,489)(404,700)(1,928,997)( 3,122,672 )
Impairment of intangible assets(25,319,093)(1,864,194)--( 27,183,287 )
Impairment of property, plant and equipment(478,640)---(478,640)
Share of profit from associate---211,078211,078
Other net (losses)/gains271,342-26,243(3,219,585)(2,922,000 )
Operations expenditure(41,411)(41,411)
Foreign exchange(547)-831(39,389)(39,105)
Finance expense272(232)(756)(17,041)(17,757)
Other income---468,272468,272
Loss before tax per reportable segment(26,286,862)(1,895,915)(419,793)(4,525,662)( 33,128,232 )
Additions to intangible asset672,522142,022--814,544
Reportable segment assets8,865,77741,6785,472,6952,384,98216,765,132
2024Greenland £Finland £Italy £UK £Total £
Revenue-----
Cost of sales(35,887)---(35,887)
Administrative expenses(500,389)(73,258)-(1,688,738)(2,262,385)
Impairment of intangible assets-(4,573,111)-(328,947)(4,902,058)
Share of losses from joint venture(18,114)---(18,114)
Decrease in share of net asset(198,694)---(198,694)
Valuation losses on fair value through profit and loss equity investments---(1,390,625)(1,390,625)
Other net gains/(losses)6248,469-(877,556)(868,463)
Foreign exchange---(369)(369)
Finance expense985(4,543)-1,895(1,663)
Other income75,42441,420--116,844
Loss before tax per reportable segment(676,051)(4,601,023)-(4,284,340)(9,561,414)
Additions to intangible asset492,558300,394--792,952
Reportable segment assets29,816,1111,690,225-2,647,61434,153,950
6. Property, plant and equipment
GroupSoftware £Machinery & equipment £Office equipment £Land & buildings £Vehicles £Assets under construction £Total £
Cost
As at 1 January 202417,4153,381,15249,711---3,448,278
Exchange Differences-(128,968)(244)---(129,212)
Disposals-(89,246)(31,983)---(121,229)
As at 31 December 202417,4153,162,93817,484---3,197,837
As at 1 January 202517,4153,162,93817,484---3,197,837
Acquired through business combinations and asset acquisitions-5,258,774504554,27511,5911,437,5487,262,692
Reclassification to Asset Held for Sale (Note 17)-(2,622,200)----(2,622,200)
Additions-2,9237,328--143,217153,468
Disposals-(139,556)(6,109)---(145,665)
Exchange Differences-134,78049(266)(6)-134,557
As at 31 December 202517,4155,797,65919,256554,00911,5851,580,7657,980,689
Depreciation
As at 1 January 202415,4341,978,23429,284---2,022,952
Charge for the year1,981302,6858,162---312,828
Disposals-(89,246)(23,222)---(112,468)
Exchange differences-(77,410)----(77,410)
As at 31 December 202417,4152,114,26314,224---2,145,902
As at 1 January 202517,4152,114,26314,224---2,145,902
Acquired through business combinations and asset acquisitions-2,541,82450597,5876,693-2,646,609
Charge for the year-215,8972,3652,072253-220,587
Impairments-478,640----478,640
Disposals-(139,556)(5,769)---(145,325)
Reclassification to Asset Held for Sale (Note 17)-(2,250,590)----(2,250,590)
Exchange differences-90,03621(47)(1)-90,009
As at 31 December 202517,4153,050,51411,34699,6126,945-3,185,832
Net book value as at 31 December 2024-1,048,6753,260---1,051,935
Net book value as at 31 December 2025-2,747,1457,910454,3974,6401,580,7654,794,857

Depreciation expense of £220,587 (31 December 2024: £312,828) for the Group has been charged in administration expenses. Assets with a net book value of £371,610 were reclassified as Asset Held for Sale during the year (Note 17).

CompanySoftware £Office equipment £Total £
Cost
As at 1 January 202417,41544,23261,647
Disposals-(27,305)(27,305)
As at 31 December 202417,41516,92734,342
As at 1 January 202517,41516,92734,342
Additions-7,3287,328
Disposals-(6,108)(6,108)
As at 31 December 202517,41518,14735,562
Depreciation
As at 1 January 202415,43424,11239,546
Charge for the year1,9818,20810,189
Disposals-(18,544)(18,544)
As at 31 December 202417,41513,77631,191
As at 1 January 202517,41513,77631,191
Charge for the year-2,2302,230
Disposals-(5,769)(5,769)
As at 31 December 202517,41510,23727,652
Net book value as at 31 December 2024-3,1513,151
Net book value as at 31 December 2025-7,9107,910

Depreciation expense of £2,230 (31 December 2024: £10,189) for the Company has been charged in administration expenses.

Intangible assets

Intangible assets comprise exploration and evaluation costs, trademarks and licences and other intangibles. Once the pre-production phase has been entered into, the exploration and evaluation assets will cease to be capitalised and commence amortisation.

GroupExploration & evaluation assets £Trademarks and licences £Other intangibles £Total £
Cost
As at 1 January 202440,768,566--40,768,566
Additions792,952--792,952
Reclassification of restricted cash (Note 15)(222,854)--(222,854)
Movement in restricted cash (reclassified) (Note 15)2,032--2,032
Exchange rate movements(1,319,840)--(1,319,840)
As at 31 December 202440,020,856--40,020,856
As at 1 January 202540,020,856--40,020,856
Acquired through business combinations and asset acquisitions7,264,74312,01451,5807,328,337
Additions814,544--814,544
Disposals (1)(145,848)--(145,848)
Exchange differences1,734,706(6)(25)1,734,686
As at 31 December 202549,689,00112,00851,55549,752,564
Depreciation
As at 1 January 2024 and 2025----
Charge for the year-2141,6731,887
Accumulated amortisation acquired through business combinations-8,90710,32719,234
Exchange differences-(4)(4)(8)
As at 31 December 2025-9,11711,99621,113
Provision for Impairment
As at 1 January 20249,531,230--9,531,230
Impairment4,902,058--4,902,058
As at 31 December 202414,433,288--14,433,288
As at 1 January 202514,433,288--14,433,288
Impairment27,183,287--27,183,287
As at 31 December 202541,616,575--41,616,575
Net book value as at 31 December 202425,587,568--25,587,568
Net book value as at 31 December 20258,072,4262,89139,5598,114,876
  • During the year ended 31 December 2025, the Group disposed of its Kangerluarsuk Project in exchange for 392,939 shares in Amaroq Minerals Ltd, valued at US$500,000 (£370,552). Prior to the disposal, the carrying value of the Kangerluarsuk Project was £145,848, resulting in a gain on disposal of £224,704. This gain has been recognised within 'Other gains /(losses)' in the Income Statement.

Amortisation expense of £1,887 (31 December 2024: £nil) for the Group has been charged in administration expenses.

Exploration projects in Finland are at an early stage of development and there are no JORC (Joint Ore Reserves Committee) or non-JORC compliant resource estimates available to enable value in use calculations to be prepared.

The Nikkeli Project, located in the Disko-Nuussuaq region of West Greenland, is an early-stage nickel-copper-PGE exploration project with significant prospectivity. The broader Disko-Nuussuaq province is recognised for its potential to host high-grade nickel sulphide deposits. The project remains at an early stage of development and there are currently no JORC or non-JORC compliant resource estimates available.

The Dundas Project, located on Greenland's northwest coast, is recognised by independent bodies as the world's highest-grade ilmenite project and the second-largest titanium occurrence globally after Russia. The area hosts high-purity ilmenite, the primary mineral for titanium. Dundas has a JORC-compliant Mineral Resource of 117 million tonnes at 6.1% ilmenite, with further upside highlighted by a late-2024 maiden exploration target of up to 540 million tonnes of additional ilmenite-bearing material. A recent survey by the Geological Survey of Denmark and Greenland further supports the prospectivity of the area with an estimate of up to 17 billion tonnes (non-JORC) of pure ilmenite within the broader province.

The White Flame Energy assets comprise the Jameson Land Basin hydrocarbon exploration licences in East Greenland. The basin is considered one of the largest undrilled conventional oil opportunities remaining in the Western world. An independent assessment by Sproule ERCE estimates prospective recoverable resources of up to 13 billion barrels of oil (P10 / 3U case) across multiple prospects. The project is at the exploration stage, with two deep exploration wells of approximately 3,500 metres each planned for the second half of 2026. As with other early-stage exploration assets, there are currently no proved or probable reserves.

The Directors therefore undertook an assessment of the following areas and circumstances that could indicate the existence of impairment:

  • No further exploration or evaluation is planned or budgeted for;

2025

Following their assessment in accordance with IFRS 6, the Directors concluded that it was appropriate to recognise an impairment charge of £25,319,093 in respect of the Dundas Project for the year ended 31 December 2025.

The significant impairment recognised in relation to Dundas was primarily driven by the absence of budgeted exploration expenditure for the project in 2026. This reflects the Company's strategic decision to prioritise investment in other key assets following the acquisitions of White Flame Energy, Hydrogen Valley and Greenswitch. In parallel, the Company is evaluating strategic partnership opportunities to advance the Dundas Project, rather than funding exploration activities directly. Under IFRS 6, the absence of planned substantive expenditure is considered an indicator of impairment. Therefore, the significant impairment to the Dundas project was a key judgement made by management as although no expenditure is currently budgeted, the Company continues to regard the project as strategically valuable. Accordingly, while the asset has been written down for accounting purposes to reflect the identified impairment indicators, management believes that the project continues to have the potential to generate significant value under the appropriate market conditions and with a suitably qualified partner.

The Directors emphasise that this impairment does not arise from a decision to discontinue exploration and evaluation activities in the area, nor from evidence that commercially recoverable reserves are not present. Rather, the impairment has been recognised because the Company has not included expenditure for the Dundas Project in its approved budget for the 12 months following the date of approval of these financial statements, which constitutes an indicator of impairment under IFRS 6.

Notwithstanding the impairment recognised, the Company continues to regard the Dundas Project as strategically valuable and intends to advance exploration activities, followed by further exploration activities and technical studies, with a view to positioning the project for potential future revaluation should market conditions improve. However, based on the assessment performed, the Directors determined that indicators of impairment existed at 31 December 2025 and, accordingly, a 100% impairment of the carrying value of the Dundas Project has been recognised at that date.

Following their assessment, the Directors also concluded that an impairment charge of £1,864,194 was required in relation to the Hammaslahti and Outokumpu licences (FinnAust Mining Finland Oy) to represent the impairment necessary to bring the carrying value down to the net recoverable amount, £nil. The recoverable amount is considered to be £nil as the proposed sale of FinnAust did not complete during 2025 and there is no planned development in the short term given the Group's focus on the new assets.

These impairment charges totalling £27,183,287 for the year ending 31 December 2025, were recognised in the Consolidated Income Statement as the difference between the fair value of the intangibles and their carrying amounts.

2024

Following their assessment, the Directors concluded that an impairment charge of £328,957 relating to additions occurred during 2024 was prudent in relation to the Disko exploration assets, Thunderstone and Kangerluarsuk.

Additionally, following the relinquishment of the Enonkoski licence (FinnAust Mining Finland Oy) during the year, the Directors determined that an impairment charge of £442,957 was necessary for the year ended 31 December 2024. Furthermore, the Directors determined that an impairment charge of £4,130,144 was required in relation to the Hammaslahti and Outokumpu licences (FinnAust Mining Finland Oy) to represent the impairment necessary to bring the carrying value down to the net recoverable amount.

These impairment charges totalling £4,902,058 for the year ending 31 December 2024, were recognised in the Consolidated Income Statement as the difference between the fair value of the intangibles and their carrying amounts.

Fair Value Through Profit And Loss Investments

Fair Value Through Profit And Loss Equity Investments

During the year ended 31 December 2023, 80 Mile received shares 62,500,000 new Ordinary Shares in Metals One Plc ("Metals One") following its admission to AIM. As at 31 December 2024, these Metal One Shares were held at fair value, £265,625.

In March 2025, in Metals One Plc completed a 10-for-1 share consolidation meaning the Company then held 6,250,000 common shares in Metals One.

During the year ended 31 December 2025, 80 Mile disposed of their entire Metals One shareholding, realising a gain on disposal of £1,476,492.

During the year ended 31 December 2025, 80 Mile received shares 392,939 new Ordinary Shares in Amaroq Ltd ("Amaroq") in consideration for the sale of Disko's Kangerluarsuk Project for USD 500,000 (£370,552). The shares were subsequently sold for net proceeds of £377,290, realising a gain on disposal of £8,706, with the cash received subsequent to the year end.

£

1 January 20241,656,250
Change in fair value recognised in profit and loss(1,390,625)
31 December 2024265,625
1 January 2025265,625
Additions at cost370,552
Foreign exchange on cost(72)
Gross proceeds from Available for Sale Investments - cash received(1,742,117)
Gross proceeds from Available for Sale Investments - cash receivable (1)(379,186)
Change in fair value recognised in profit and loss (Note 28) - Realised1,485,198
31 December 2025-
  • Whilst sold in December 2025, proceeds from the sale of the Amaroq shares were received in January 2026 and the net proceeds (proceeds after commission) of £377,290 were recognised within 'Trade and other receivables' as at 31 December 2025 (Note 14). Prior to their disposal, the Amaroq shares were a Level 1 financial instrument.

Fair value through profit and loss equity investments include the following:

31 December 2025 £31 December 2024 £
Quoted: Equity securities - United Kingdom-265,625

The fair value of quoted securities is based on published market prices of £0.00425 as at 31 December 2024. There were no shares in Metals One or Amaroq held as at 31 December 2025.

All assets and liabilities for which fair value is measured are categorised within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other assets and liabilities for which the fair value was used:

  • level 1: quoted prices in active markets for identical assets or liabilities;

The following tables set forth, by level, equity investments measured at fair value on a recurring basis as 31 December:

Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) £Significant Other Observable Inputs (Level 2) £Significant Unobservable Inputs (Level 3) £
Equity securities:
31 December 2024265,625--
31 December 2025---
9. Investments in subsidiary undertakings
Company
31 December 2025 £31 December 2024 £
Shares in Group Undertakings
At beginning of period558,342558,342
Acquisition of White Flame Energy (Note 11)2,657,818-
Acquisition of Hydrogen Valley Ltd (Note 13)68,000-
At end of period - Shares in Group Undertakings3,284,160558,342
Loans to Group undertakings (Note 35)
At beginning of period - Cost43,704,75042,000,536
Granted1,235,9101, 201,467
Loans issued to White Flame - pre-acquisition (Note 12, 35)3,180-
Loans issued to Hydrogen Valley - pre-acquisition (cash) (Note 13)493,396-
Loans issued to Hydrogen Valley - pre-acquisition (equity) (Note 13)1,496,000-
Foreign exchange gain/(loss)1,987,112(1,719,896)
Net finance income963,6352,228,444
Write off FinnAust Mining Northern Loan-(5,801)
At end of period - Cost49,883,98343,704,750
At beginning of period - Impairment( 5,278,656 )-
Impairment provision( 36,881,596)(5,278,656)
At end of period - Impairment(42,160,252)( 5,278,656 )
At end of period - Loans (net of impairment)7,723,73138,426,094
Total11,007,89138,984,436
Subsidiaries
Centurion Mining Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Dormant
Centurion Universal Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Dormant
Finland Investments Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Holding
Disko Exploration Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Exploration
Hydrogen Valley Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Holding
White Flame Energy Limited6 Heddon Street, London, W1B 4BTUnited Kingdom96.64% (1)96.64% (1)Holding
FinnAust Mining Finland OyKummunkatu 23, FI-83500 Outokumpu, FinlandFinlandNil100%Exploration
Dundas Titanium A/Sc/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, GreenlandGreenland100%100%Exploration
White Flame Energy A/Sc/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, GreenlandGreenlandNil100%Exploration
Nikkeli Greenland A/Sc/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, GreenlandGreenlandNil!00%Exploration
Nikkeli Project Company LtdPO Box 309, Grand Cayman, KY1-1104, Cayman IslandsCayman IslandsNil100%Holding
Greenswitch SRLIndustrial Area Loc. Macchia Di Ferrandina, 75013, Ferrandina, MTItalyNil100%Renewable fuels and energy

All subsidiary undertakings are included in the consolidation.

  • On 27 March 2026, 80 Mile completed the acquisition of an additional 2.18% minority stake in White Flame, increasing its ownership to 98.82%.
  • Asset Acquisition - Nikkeli Greenland A/S

During the 2021 financial year, Disko Exploration Ltd ("Disko") entered into a joint venture agreement with Kobold to drill in Greenland for critical materials used in electric vehicles. On 1 February 2022, the joint venture company, Nikkeli Project Company and Nikkeli Greenland AS (together "Nikkeli"), were incorporated and the specific licences were transferred to Nikkeli. At the time, Disko owned 49% of Nikkeli Project Company and Nikkeli Project Company owned 100% of Nikkeli Greenland AS.

On 1 January 2025, the Group increased its ownership interest in the Nikkeli joint venture from 49% to 100%. Under the original agreement, the Group's interest in Nikkeli was expected to revert to 51%, with Kobold retaining 49%. However, following negotiations with Kobold, the Group reacquired full ownership of Nikkeli. As a result, the Group now holds 100% of the entity, with the change effective from 1 January 2025.

There was no consideration payable in respect of the acquisition of Nikkeli and there were no acquisition related costs incurred in the period.

The following table summarises the consideration paid for Nikkeli and the values of the assets and equity assumed at the acquisition date.

Proportion of ownership interest held

NameRegistered office addressCountry of incorporation and place of business31 December 202531 December 2024
Nikkeli Greenland A/Sc/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, GreenlandGreenland100%49%
£
Total consideration-
Fair value of existing interest4,523,897
Recognised assets and liabilities acquired:
Plant, property and equipment51,595
Intangible assets 14,503,405
Trade and other payables(31,103)
Total identifiable net assets4,523,897

1 Intangible assets decreased by £4,708,579 compared with their carrying value recognised as at 31 December 2024 upon accounting for Nikkeli as a joint venture. This reduction in intangible assets arose because the transaction was accounted for as an asset acquisition rather than a business combination (see Note 4). Under asset acquisition accounting, the Group's existing 49% equity interest should be measured at cost on acquisition. Accordingly, the cost of the acquired interest was determined by reference to the carrying value of the Group's existing equity interest as at 31 December 2024, together with any additional consideration transferred which was nil. As the identifiable net assets recognised cannot exceed the total cost of the acquisition, a downward adjustment of £4,708,579 was required. This adjustment was allocated to the acquired exploration licence intangible assets, resulting in a reduction in the carrying value of intangible assets recognised on acquisition.

Asset Acquisition - White Flame Energy Ltd

On 13 January 2025, the Company acquired 96.64% of the issued share capital in White Flame Energy Ltd and its wholly owned subsidiary White Flame energy A/S (together "White Flame") by way of a share for share exchange agreement.

The total consideration payable for the acquisition consisted of the issue and allotment of 849,957,718 Ordinary Shares at £0.003127 per share, for total proceeds of £2,657,818. Acquisition costs totalled £38,255 but have not been included within the cost of the investment owing to the nature of certain fees and the fact that the majority of these fees were incurred and expensed to profit and loss in the prior financial year. In 2025, these fees totalling £535 are included within 'administration expenses' within the statement of comprehensive income.

The White Flame acquisition was accounted for as an asset acquisition rather than a business combination. The accounting judgments applied in reaching this conclusion, based on the facts and circumstances of the acquisition, are presented in Note 4. The following table summarises the consideration paid for White Flame Energy and the values of the assets and equity assumed at the acquisition date.

£

Proceeds from share issue2,657,818
Total consideration (note 9)2,657,818
Recognised assets and liabilities acquired:
Intangible assets2,761,338
Cash and cash equivalents885
Trade and other receivables31
Trade and other payables(12,029)
Total identifiable net assets2,750,225
Non-controlling interest (on acquisition) (3.36%) (Note 12)92,407

It should be noted that, prior to 80 Mile's acquisition of White Flame, intangible assets had been fully impaired under the IFRS 6 criteria. As a result, a fair value adjustment of £2,761,338 was required on acquisition to align the fair value of the net assets acquired, net of the non-controlling interest, with the consideration transferred. The full fair value uplift was allocated to intangible assets to reflect the substance of the transaction, that the primary assets being acquired were the exploration licenses. As such, no fair value adjustment was attributed to working capital balances as these were not the principal value drivers of the acquisition.

Non-controlling interest ("NCI")

On 13 January 2025, the Company acquired 96.64% of the issued share capital in White Flame Energy Ltd and its wholly owned subsidiary White Flame energy A/S (together "White Flame"). The Group elected to measure the 3.36% NCI at its proportionate share of White Flame's net identifiable assets. At 31 December 2025, the NCI was £91,072 (2024: £nil).

Non-controlling interest £Total £
Balance as at 1 January 2024--
Balance as at 31 December 2024--
Balance as at 1 January 2025--
NCI recognised from asset acquisition - White Flame Energy Ltd92,40792,407
Loss for the period(1,335)(1,335)
Balance as at 31 December 202591,07291,072

Business Combination - Hydrogen Valley

Hydrogen Valley Ltd ("Hydrogen Valley") and its wholly owned subsidiary Greenswitch SRL ("Greenswitch") was acquired in four stages. Control of Hydrogen Valley was met on 27 October 2025 and as such, was consolidated from this date.

Investment in Associate (Stage 1, Stage 2 and Stage 3)

In 2024, under Stage 1 (to acquire the initial 5% ownership), the Company made a cash payment of £200,000. Subsequently, on 13 January 2025, under Stage 2 (to acquire a further 19% stake), the Company contributed an additional £800,000 and issued 423,957,023 Ordinary Shares at a nominal price of 0.305 pence per share. From this date, 80 Mile had acquired a 24% equity interest in Hydrogen Valley Ltd and in accordance with IAS 28, the investment in Hydrogen Valley met the criteria for classification as an associate. The total consideration paid for the 24% equity stake in Hydrogen Valley is £1,293,069.

On 9 July 2025, the Group increased its ownership interest in Hydrogen Valley from 24% to 49% after renegotiating the terms for the exercise of the Stage 3 option. The Company and vendors of Hydrogen Valley agreed that no shares of 80 Mile would be issued for the exercise of the Stage 3 option and the cash consideration reduced from £1 million to £380,000. To satisfy the consideration due to the vendors of Hydrogen Valley, the £380,000 was settled by the novation of a £380,000 working capital loan that has been provided to Hydrogen Valley.

Hydrogen Valley was accounted for as an associate up until 27 October 2025 because the Company had significant influence over it. The carrying value of the investment in the associate is determined below:

Associate£
Investment in Associate
At the beginning of period-
Reclassification of Equity Investments200,000
Cash consideration1,180,000
Equity consideration1,293,069
Share of profit in Associate211,078
As at 26 October 20252,884,147
Loans to Associate
At the beginning of period-
Working capital advancements380,000
Reclassification of working capital advancements to Investment(380,000)
Loans granted - cash and equity1,989,396
As at 26 October 20251,989,396
Total4,873,543

Investment in Subsidiary (Stage 4)

On 27 October 2025, the Company acquired control of 100% of the issued share capital in Hydrogen Valley by way of a share for share exchange agreement.

The consideration transferred for the final stage (Stage 4) of the acquisition consisted of the issue and allotment of 10,000,000 Ordinary Shares. Although the shares were issued at £0.0053 per share, their quoted market price on the acquisition date was £0.0068 per share. Accordingly, total consideration of £68,000 was recognised, including an uplift of £15,000 to reflect fair value at the acquisition date.

The table below sets out the consideration transferred in respect of the acquisition of Hydrogen Valley and Greenswitch, together with the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date. Fair value adjustments are considered to be provisional at the first reporting date after the acquisition to allow the maximum time to elapse for management to make a reliable estimate.

£

Investment in Associate2,884,147
Fair value adjustment to existing interest(2,884,147)
Fair value of existing interest-
Equity consideration68,000
Total consideration68,000
Investment in Subsidiary (Note 9)68,000
Recognised assets and liabilities acquired:
Plant, property and equipment4,562,525
Intangible assets44,360
Inventories408,960
Cash and cash equivalents8,005
Trade and other receivables142,918
Trade and other payables(2,972,156)
Deferred consideration (Note 19)(2,233,855)
Less: Total identifiable net liabilities(39,243)
Effective settlement of pre-existing intercompany loan 11,989,396
Impairment(2,096,639)
Goodwill-

1 Of the pre-existing loan, £493,396 was advanced in cash. The remaining balance, amounting to £1,496,000, was settled through the issue of 220,000,000 Ordinary Shares in the Company to Greendome Holdings Inc in lieu of fees (Note 21).

Fair value adjustment to existing interest

In accordance with IFRS 3 Business Combinations, upon obtaining control of Hydrogen Valley, the Company remeasured its previously held equity interest to its acquisition-date fair value, with the resulting loss recognised in the statement of income.

At the acquisition date, Hydrogen Valley had net liabilities of £39,243. The acquisition-date fair value of the Group's previously held 49% equity interest was assessed by reference to its proportionate share of the acquiree's net assets and liabilities. As the acquiree had net liabilities at the acquisition date, the fair value of the previously held interest was determined to be nil, resulting in a fair value charge of £2,884,147 recognised in the Income Statement.

Impairment of Goodwill

Goodwill of £2,096,639 arose on the acquisition Hydrogen Valley as the consideration transferred exceeded the fair value of the identifiable net liabilities acquired, in accordance with IFRS 3. Following management's assessment, this goodwill was immediately impaired. While, management continues to believe that the acquisition will generate significant long-term strategic value and future economic benefits for shareholders, at the acquisition date there was insufficient objective and observable evidence to support the carrying value of the goodwill recognised. Specifically, the acquired plant remained in a pre-commercial stage, with future production volumes and timing, and therefore future revenue and profitability uncertain; the anticipated future benefits of the plant were dependent on management's execution of its commercialisation strategy rather than existing identifiable assets or contractual cash flows. Accordingly, the recognition of future economic benefits beyond those reflected in the identifiable net assets could not be supported at the acquisition date.

Accordingly, although management expects the acquisition to deliver future value for shareholders over the longer term, the accounting requirements of IFRS 3 and IAS 36 require goodwill to be supported by recoverable amounts determined using evidence available at the acquisition date. In the absence of sufficient observable evidence to support the recognised goodwill, an immediate impairment of £2,096,639 has been recognised in the Income Statement.

Trade and other receivables

GroupCompany
Current31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Receivable from related party933,01825,743933,018-
Amounts owed by Group undertakings--187,55094,268
Prepayments84,67596,20269,05987,575
VAT receivable209,10473,81353,79056,345
Proceeds from Available for Sale Investments (Note 8)377,290-377,290-
Other receivables52,2031,688,165-1,639,598
Total1,656,2901,883,9231,620,7071,877,786

The fair value of all receivables is the same as their carrying values stated above.

At 31 December 2025 all trade and other receivables were fully performing. No ageing analysis is considered necessary as the Group has no significant trade receivable receivables which would require such an analysis to be disclosed under the requirements of IFRS 7. None of the amounts above are overdue or impaired.

Other receivables

'Other receivables' in both the Group and Company in 2024 includes £135,000 of consideration payable by Metals One Plc following the disposal, by the Company, of FinnAust Mining Northern Oy during the year ended 31 December 2023. During the year ending 31 December 2025, a settlement was reached with Metals One Plc and the Company received total cash proceeds of £375,000. The full amount was received by 31 December 2025 and, accordingly, no balance from Metals One Plc is recognised within 'Other receivables' at year end.

Receivable from related party

During the year ended 31 December 2025, the Company raised an invoice to March GL. Details of the transaction, including the basis on which it is considered a related party transaction, are set out in Note 35.

During the year ended 31 December 2024, the Company raised an invoice to Nikkeli Greenland A/S while it was a joint venture of the Group. Details of the transaction are set out in Note 35.

GroupCompany
31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
UK Pounds1,433,6101,823,6871,620,7071,877,786
Euros195,67040,294--
Danish Krone27,01019,942--
1,656,2901,883,9231,620,7071,877,786
15. Cash and cash equivalents
GroupCompany
31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Cash at bank and in hand1,219,177414,968943,962392,147
Restricted cash234,633222,854--
1,453,810637,822943,962392,147

All the UK entities cash at bank is held with institutions with an AA- credit rating. The Finland, Italian and Greenland entities cash at bank is held with institutions whose credit rating is unknown.

Included within the cash balance is £234,633 (2024: £222,854) of restricted cash that has been deposited as security for the Company's remediation obligations under the Mineral Resources Act in relation to the Dundas project. Any changes between the two reported figures are solely due to foreign exchange fluctuations.

GroupCompany
31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
UK Pounds1,084,382404,952943,962392,147
Euros134,3439,910--
Danish Krone235,085222,960--
US Dollar----
1,453,810637,822943,962392,147
16. Inventory
GroupCompany
31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Raw materials and consumables373,689---
373,689---

Inventory consists of raw materials and consumables used in Greenswitch SRL.

Asset Held for Sale

During the year, the Company entered into a binding agreement to sell certain Property, Plant and Equipment located in Dundas ("Dundas PPE") to March GL for consideration of USD 500,000 (£371,610).

In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the Dundas PPE was classified as assets held for sale at the reporting date, as management is committed to the sale and completion is considered highly probable within twelve months.

Upon classification as held for sale, the assets were measured at the lower of their carrying amount and fair value less costs to sell. As a result, an impairment charge of £478,640 was recognised during the year to reduce the carrying value of the Dundas PPE to its recoverable amount. The impairment charge has been recognised within the Income Statement under 'Impairment of property, plant and equipment'.

Deferred income of £380,139 has been recognised in respect of the sale agreement. The difference between the carrying value of the assets held for sale and the deferred income balance arises primarily from foreign exchange movements, as the underlying assets are denominated in Danish Kroner while the sale proceeds and related deferred income are denominated in US Dollars.

For the purposes of Segment Information (Note 5), both the impairment charge and the assets held for sale are included within the 'Greenland' geographical segment.

Completion of the transaction is expected during 2026.

Deferred tax

An analysis of deferred tax liabilities is set out below.

GroupCompany
2025 £2024 £2025 £2024 £
Deferred tax liability after more than 12 months482,114496,045--
482,114496,045--

Deferred tax liabilities

During the year ended 30 June 2016, a deferred tax liability of £373,343 arose as a result of a fair value adjustment on the assets acquired and liabilities assumed upon the acquisition of 60.37% of the share capital of Bluejay Mining Limited on 8 March 2016.

During the year ended 31 December 2017, a deferred tax liability of £122,702 arose as a result of a fair value adjustment on the assets acquired and liabilities assumed upon the acquisition of Disko Exploration Limited.

During the year ended 31 December 2025, a deferred tax liability reduction of £13,391 arose as part of the Greenswitch acquisition (Note 13). During the year, a gain of £14,009 was recognised in the statement of profit or loss during the year. The difference between the reduction in the deferred tax liability and the amount recognised in profit or loss relates to foreign exchange movements.

The Group has a potential deferred income tax asset of approximately £1,107,174 (2024: £3,218,891) due to tax losses available to carry forward against future taxable profits. The Company has tax losses of approximately £4,428,696 (2024: £8,106,839) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.

Provisions and Deferred Consideration

GroupCompany
31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Deferred Consideration: Non-Current2,248,045---
Provisions: Current434,784200,000-200,000
2,682,829200,000-200,000
Deferred Consideration: Non-currentGroup £
Opening-
Additions - Deferred Consideration2,233,854
Foreign exchange(2,905)
Discount release17,096
Closing2,248,045
Provisions: CurrentGroup £Company £
Opening200,000200,000
Settlement(200,000)(200,000)
Provision for underspend on exploration434,784-
Closing434,784-

2025

Non-current

As at 31 December 2025, the Directors recognised deferred consideration of £2,248,045 in amounts owed to Greendome Holdings Inc ("Greendome"), the original vendor of Greenswitch SRL, on the acquisition of Hydrogen Valley.

In consideration for the acquisition of Hydrogen Valley, the Company issued 220,000,000 new ordinary shares to Greendome and assumed additional deferred payments. If the value of these shares triples before 30 June 2026, then no further payments will be due to Greendome. Otherwise, the following amounts will become payable; these have been converted into pounds sterling and discounted as of 31 December 2025:

  • an amount equal to €750,000 in cash no later than the 30 June 2027;
  • an amount equal to €750,000 to be satisfied by the allotment of a number of New Ordinary Shares in the Company equal to the 30 day VWAP; and
  • an amount equal to €1,500,000 to be satisfied 50% in cash and 50% by the allotment of the corresponding number of the Company's Shares no later than the 31 March 2028.

The amounts payable were discounted at a rate of 4.4%, based on UK gilt yields corresponding to the expected settlement dates.

Based on the Company's share price as at 31 December 2025, an increase of 249.5% by 30 June 2026 would be required in order for the deferred consideration to not become payable.

Current

As at 31 December 2025, the Directors assessed the Group's compliance with the minimum expenditure commitments associated with its exploration licences. It was identified that certain licences did not satisfy the required minimum spending obligations under the terms of their licence agreements. As a result, the Group has recognised a provision of £434,784 representing the estimated obligation arising from the expenditure shortfall. The provision has been measured at management's best estimate of the expenditure required to settle the obligation at the reporting date.

2024

Current

As at 31 December 2024, the Directors recognised a provision of £200,000 in respect of an obligation to settle a dispute with Capricorn Oil Limited, regarding a consideration guarantee, from a Share Purchase Agreement entered into in September 2016. The settlement amount has been agreed upon with the counterparty and the outflow of economic resources occurred in full during the first quarter of 2025.

Trade and other payables

GroupCompany
Current31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Trade payables622,644240,736267,988226,410
Salaries and wages payable56,387---
Accrued expenses358,132230,609133,396199,449
Director loans 1398,308---
Deferred income (Note 17)380,139-380,139-
Employment taxes payable and social security 2545,44315,9777,0098,113
Government grant - deferred income 3172,327---
Other creditors104,6093,9834663,990
2,637,989491,305788,998437,962
GroupCompany
Non-Current31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Government grant - deferred income 31,237,509---
1,237,509---

Trade payables include amounts due of £nil (31 December 2024: £16,614) in relation to exploration and evaluation activities.

1 Directors loans include amounts owing to Robert Price, Girolamo Mazziotta and Mark Frascogna who were, at the date Control was obtained, all directors of Hydrogen Valley Ltd. On the same date, Robert Price and Girolamo Mazziotta resigned from Hydrogen Valley but the loans remain as directors loans given their nature. Under the terms of the arrangement, the balances are unsecured, non-interest bearing and not repayable on demand (Note 35).

2 Employment taxes payable and social security liabilities increased significantly during the year following the acquisition of the operating entity Greenswitch SRL in October 2025. Of the total social security liabilities, £530,611 relates to Greenswitch and includes deferred employee remuneration contributions that are accrued monthly by the employer in accordance with local statutory requirements. These amounts are generally payable to employees upon termination of employment. Employment tax liabilities within Greenswitch also contribute to the overall increase in the balance at year end.

3 Greenswitch SRL has been granted a €2.8m capital grant from the Region of Basilicata (Italy) relating to construction of plant and equipment. As at 31 December 2025, 90% of the funding has been received and is accounted for in accordance with IAS 20, with the income being recognised over the life of the asset. The Company is required to continue to comply with certain ongoing conditions, including the maintenance of employment levels over a specified period. Management has assessed that there is reasonable assurance that these conditions will be met.

GroupCompany
Current31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
UK Pounds1,231,081426,031685,674418,549
US Dollar13,217---
Euros1,227,37522,257-8,904
Danish Krone166,31643,017103,32410,509
2,637,989491,305788,998437,962
GroupCompany
Non-Current31 December 2025 £31 December 2024 £31 December 2025 £31 December 2024 £
Euros1,237,509---
1,237,509---
21. Share capital and premium
Group and CompanyNumber of sharesShare capital
31 December 202531 December 202431 December 202531 December 2024
Ordinary shares4,967,127,2032,646,655,444496,713264,665
Deferred shares558,104,193558,104,193558,104558,104
Deferred A shares68,289,656,19068,289,656,1906,828,9666,828,966
Total73,814,887,58671,494,415,8277,883,7837,651,735
Deferred Shares (nominal value of 0.1 pence per share)Number of Deferred sharesShare capital £
As at 1 January 2024558,104,193558,104
As at 31 December 2024558,104,193558,104
As at 1 January 2025558,104,193558,104
As at 31 December 2025558,104,193558,104
Deferred A Shares (nominal value of 0.1 pence per share)Number of Deferred A sharesShare capital £
As at 1 January 202468,289,656,1906,828,966
As at 31 December 202468,289,656,1906,828,966
As at 1 January 202568,289,656,1906,828,966
As at 31 December 202568,289,656,1906,828,966
Issued at 0.01 pence per shareNumber of Ordinary sharesShare capital £Share premium £Total £
As at 1 January 20241,195,885,079119,58862,915,68563,035,273
Share based payments
Issue of new shares - 06 February 202410,178,8101,01870,65171,669
Issue of new shares for cash
Issue of new shares - 30 January 2024 (1)150,145,71515,015537,539552,554
Issue of new shares - 06 February 2024 (2)149,854,28514,985558,960573,945
Issue of new shares - 22 August 2024 (3)583,333,32758,3331,566,6671,625,000
Issue of new shares - 31 December 2024 (4)557,258,22855,7261,336,5761,392,302
As at 31 December 20242,646,655,444264,66566,986,07867,250,743
As at 1 January 20252,646,655,444264,66566,986,07867,250,743
Consideration shares
Issue of new shares - 13 January 2025838,710,80883,8712,538,7772,622,648
Issue of new shares - 16 January 2025423,957,02342,3961,250,6731,293,069
Issue of new shares - 11 March 202511,246,9101,12534,04535,170
Issue of new shares - 16 October 202510,000,0001,00067,00068,000
Share based payments
Issue of new shares - 13 January 202515,000,0001,50045,00046,500
Issue of new shares - 21 October 2025220,000,00022,0001,474,0001,496,000
Issue of new shares - 10 December 20258,400,00084041,16042,000
Employee Benefit Trust
Issue of new shares - 04 August 2025393,557,01839,356-39,356
Option exercise
Issue of new shares - 14 October 20258,000,00080027,20028,000
Issue of new shares for cash
Issue of new shares - 10 December 2025 (5)391,600,00039,1601,788,3601,827,520
As at 31 December 20254,967,127,203496,71374,252,29374,749,006
(1) Includes issue costs of £48,029 (2) Includes issue costs of £25,471 (3) Includes issue costs of £125,000(4) Includes issue costs of £112,296 (5) Includes issue costs of £130,480

2024

On 30 January 2024, the Company issued 150,145,715 Ordinary Shares at a price of 0.4 pence per share.

On 6 February 2024, the Company issued 149,854,285 Ordinary Shares at a price of 0.4 pence per share and 10,178,810 Ordinary Shares at a price of 0.71 pence per share in lieu of Directors Settlement fees.

On 22 August 2024, the Company issued 583,333,327 Ordinary Shares at a price of 0.3 pence per share.

On 31 December 2024, the Company issued 557,258,228 Ordinary Shares at a price of 0.27 pence per share.

2025

On 13 January 2025, the Company issued 15,000,000 Ordinary Shares at a price of 0.31 pence per share in lieu of services.

On 13 January 2025, the Company issued 838,710,808 Ordinary Shares at a price of 0.3127 pence per share in consideration for the 95.36% acquisition of White Flame Energy Ltd and its wholly owned subsidiary, White Flame Energy A/S (Note 11).

On 16 January 2025, the Company issued 423,957,023 Ordinary Shares at a price of 0.305 pence per share in consideration for Stage 2 of the acquisition of Hydrogen Valley Ltd; moving to a 24% equity stake (Note 13).

On 11 March 2025, the Company issued 11,246,910 Ordinary Shares at a price of 0.3127 pence per share in consideration for an additional 1.28% ownership of White Flame Energy Ltd, bringing the Company's total ownership to 96.64% (Note 11).

On 28 July 2025, the Company issued 393,557,018 Ordinary Shares at nominal to establish the Employee Benefit Trust (Note 24).

On 14 October 2025, the Company issued 8,000,000 Ordinary Shares at a price of 0.35 pence per share following the exercise of 8,000,000 warrants in the Company (Note 21, 24).

On 16 October 2025, the Company issued 10,000,000 Ordinary Shares at a price of 0.53 pence per share in consideration for the Stage 4 of the acquisition of Hydrogen Valley Ltd: moving to 100% ownership (Note 13). Although the shares were issued at £0.0053 per share, their quoted market price on the acquisition date was 0.68 pence per share. Accordingly, total consideration of £68,000 was recognised; including an uplift of £15,000 to Share Premium to reflect fair value at the acquisition date.

On 21 October 2025, the Company issued 220,000,000 Ordinary Shares at a price of 0.6 pence per share in lieu of fees to Greendome Holdings Inc. Although the shares were issued at £0.0053 per share, their quoted market price of 0.68 pence per share. Accordingly, total equity of £1,496,000 was recognised; including an uplift of £176,000 to Share Premium to reflect fair value at the acquisition date.

On 10 December 2025, the Company issued 391,600,000 Ordinary Shares at a price of 0.5 pence per share, raising gross proceeds of £1,958,000 and a further issue of 8,400,000 Ordinary Shares at a price of 0.5 pence per share in lieu of services.

Other reserves

Group

Merger reserve £Foreign currency translation reserve £Reverse acquisition reserve £Redemption reserve £Share option reserve £Treasury shares £EBT reserve £Total £
At 1 January 2024166,000326,644(8,071,001)364,630684,889--(6,528,838)
Currency translation differences-(1,375,855)-----(1,375,855)
Options granted----311,772--311,772
At 31 December 2024166,000(1,049,211)(8,071,001)364,630996,661--(7,592,921)
At 1 January 2025166,000(1,049,211)(8,071,001)364,630996,661--(7,592,921)
Currency translation differences-1,793,005-----1,793,005
Options granted----187,252--187,252
Options exercised----(18,744)--(18,744)
Options expired----(684,887)--(684,887)
Shares issued for Trust - held in Treasury-----(39,356)-(39,356)
Employee Benefit Trust reserve------354,752354,752
At 31 December 2025166,000743,794(8,071,001)364,630480,282(39,356)354,752(6,000,899)

Employee Benefit Trust ("EBT") reserve - the EBT reserve represents the establishment of an Employee Benefit Trust to facilitate the implementation of a Long-Term Incentive Plan and future employee share schemes. As at year end, 393,557,018 Ordinary Shares of £0.0001 each had been issued to the EBT. The EBT reserve reflects value of the shares at their fair value at the date of issue.

Whilst the table above presents the Group reserves, the Company's Other Reserves amount to £1,365,664 and comprise the Merger Reserve, Redemption Reserve, Share Options Reserve and EBT Reserve. These reserves are included within the Group reserves table and their respective balances are disclosed under the relevant reserve headings.

Financial Instruments by Category

Group31 December 202531 December 2024
Amortised costFVTPLTotalAmortised costFVTPLTotal
Assets per Statement of Financial Performance££££££
Trade and other receivables (excluding prepayments)1,571,615-1,571,6151,702,72185,0001,787,721
Cash and cash equivalents1,453,810-1,453,810637,822-637,822
3,025,425-3,025,4252,340,54385,0002,425,543
Group31 December 202531 December 2024
Amortised costTotalAmortised costTotal
Liabilities per Statement of Financial Performance££££
Trade and other payables (excluding non-financial liabilities)3,137,2253,137,225491,305491,305
Deferred consideration2,248,0452,248,045--
5,385,2705,385,270491,305491,305
Company31 December 202531 December 2024
Amortised costFVTPLTotalAmortised costFVTPLTotal
Assets per Statement of Financial Performance££££££
Trade and other receivables (excluding prepayments)1,551,649-1,551,6491,705,21185,0001,790,211
Cash and cash equivalents943,962-943,962392,147-392,147
2,495,611-2,495,6112,097,35885,0002,182,358
Company31 December 202531 December 2024
Amortised costTotalAmortised costTotal
Liabilities per Statement of Financial Performance££££
Trade and other payables (excluding non-financial liabilities)275,463275,463437,962437,962
275,463275,463437,962437,962

Share based payments

Options and Warrants

The Company has established a share option scheme for Directors, employees and consultants to the Group. Share options and warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:

Options & Warrants

Grant DateExpiry DateExercise price in £ per share31 December 202531 December 2024
10 July 202030 July 20250.1000-4,400,000
10 July 202030 July 20250.1500-1,100,000
15 February 202115 February 20250.1500-11,000,000
15 February 202115 February 20250.2000-11,000,000
15 February 202115 February 20250.2500-11,000,000
04 April 202404 April 20290.010041,000,00041,000,000
04 April 202404 April 20290.020041,000,00041,000,000
04 April 202404 April 20290.040041,000,00041,000,000
06 September 202406 September 20270.035016,000,00024,000,000
24 October 202424 October 20290.010064,500,00064,500,000
7 January 2025 (1)7 January 20280.002733,435,49333,435,493
13 January 202513 January 20290.003010,000,000-
13 January 202513 January 20300.0035100,000,000-
346,935,493283,435,493
  • Granted on 7 January 2025 but related to events during the year ended 31 December 2024.
2024 Options2024 Options2024 Options2024 Warrants
Granted on:4/4/244/4/244/4/246/9/24
Life (years)5 years5 years5 years3 years
Share price (pence per share)3.10p3.10p3.10p3.33p
Risk free rate4.05%4.05%4.05%4.28%
Expected volatility78.04%78.04%78.04%181.24%
Expected dividend yield----
Marketability discount20%20%20%20%
Total fair value (£000)4329.518.537.5
2024 Options2024 Warrants2025 Options2025 Warrants
Granted on:24/10/247/1/25 (1)13/1/2513/1/25
Life (years)5 years3 years5 years4 years
Share price (pence per share)2.70p2.70p3.10p3.10p
Risk free rate4.14%4.30%4.30%4.30%
Expected volatility180.12%69.32%87.77%88.94%
Expected dividend yield----
Marketability discount20%20%20%20%
Total fair value (£000)1293517116
  • Granted on 7 January 2025 but related to events during the year ended 31 December 2024.

The expected volatility of the options is based on historical volatility over the period equal to the time to maturity, measured prior to the grant date. A 20% marketability discount has been applied to the Black-Scholes valuation to reflect the marketability characteristics commonly associated with companies at a similar stage of development.

A reconciliation of options and warrants granted over the year to 31 December 2024 and 2025 is shown below:

20252024
NumberWeighted average exercise price (£)NumberWeighted average exercise price (£)
Outstanding at beginning of period283,435,4930.037138,500,0000.1969
Expired(38,500,000)(0.1969)--
Exercised(8,000,000)(0.0035)--
Granted110,000,0000.0035244,935,4930.0151
Outstanding as at period end346,935,4930.0165283,435,4930.0371
Exercisable at period end346,935,4930.0165250,000,000 (1)0.0371
  • 33,435,493 warrants were granted on 7 January 2025 but related to events during the year ended 31 December 2024 and were therefore not exercisable as at 31 December 2024.
20252024
0.00 - 0.050.0123346,935,4930.01233.39020.0200244,935,4930.02004.0834
0.05 - 2.00----0.196938,500,0000.19693.5551

During the year ending 31 December 2025, there was a charge of £187,252 (2024: £311,772) in respect of share options issued. There was also a credit of £684,887 recognised in retained earnings in relation to expired share options, and a further £18,744 recognised in relation to options exercised (Note 21).

Employee Benefit Trust

The Company has established an employee benefit trust ("EBT") scheme for Directors, employees and consultants to the Group. The number of shares ("EBT Shares") held in the trust and transferrable at the end of the period and their assigned performance hurdles are as follows:

EBT Shares

Grant DateExpiry DateVesting conditions31 December 202531 December 2024
28 July 202528 July 2026Market capitalisation > £15m95,000,000-
28 July 202528 July 2026Market capitalisation > £20m95,000,000-
28 July 202528 July 2026Market capitalisation > £25m95,000,000-
28 July 202528 July 2026Market capitalisation > £40m95,000,000-
28 July 202528 July 2026Unassigned13,557,018-
393,557,018-

The fair value of the EBT Shares was determined using the Monte Carlo valuation model. The parameters used are detailed below:

2025 EBT Shares

Granted on:28/7/25
Life (years)1 year
Share price (pence per share)0.25p
Risk free rate3.76%
Expected volatility49.43%
Expected dividend yield-
Performance period (trading days)252
Total fair value (£000)36 (1)
  • The total fair value expense of £359,772 is to be recognised over the vesting period of the EBT Shares. However, IFRS 2 requires that where vesting occurs earlier than originally expected, any remaining unrecognised expense is recognised immediately at the vesting date.

Therefore, as the vesting conditions were achieved at different points in time during the performance period, only a £354,752 charge was recognised during the year ended 31 December 2025.

The expected volatility of the options is based on historical volatility over the period equal to the time to maturity, measured prior to the grant date.

The risk-free rate of return is based on zero yield government bonds for a term consistent with the EBT Shares life.

A reconciliation of EBT Shares granted over the year to 31 December 2025 is shown below:

Number

Outstanding at beginning of period-
Granted393,557,018
Outstanding as at period end393,557,018

During the year ending 31 December 2025, there was a charge of £354,752 in respect of EBT Shares issued.

Expenses by nature

Group

Year ended 31 December 2025 £Year ended 31 December 2024 £
Cost of Sales
Exploitation licence fees2,7103,900
Other-31,987
Total cost of sales2,71035,887
Administrative expenses
Employee expenses602,339375,819
Establishment expenses78,19249,308
Travel & subsistence105,84235,180
Professional & consultancy fees1,049,514845,601
IT & Software19,69319,497
Insurance58,14264,480
Depreciation and Amortisation222,474317,536
Share option expense187,252311,772
Employee trust expense354,752-
Provision expense427,217200,000
Other expenses17,25543,192
Total administrative expenses3,122,6722,262,385

Services provided by the Company's auditor and its associates

During the year, the Group (including overseas subsidiaries) obtained the following services from the Company's auditors and its associates:

Group

Year ended 31 December 2025 £Year ended 31 December 2024 £
Fees payable to the Company's auditor and its associates for the audit of the Parent Company and Consolidated Financial Statements88,40071,091
Fees payable to the Company's auditor and its associates for the review of Interim Financial Statements3,0003,000
Fees payable to the Company's auditor for other services3,030700
26. Employee benefit expense
GroupCompany
Staff costs (excluding Directors)Year ended 31 December 2025 £Year ended 31 December 2024 £Year ended 31 December 2025 £Year ended 31 December 2024 £
Salaries and wages208,964145,26925,00065,539
Social security costs49,75824,0941,72723,757
Retirement benefit costs5472,9765472,976
Other employment costs7234,130--
259,992176,46927,27492,272

The average monthly number of employees for the Group during the year was 12 (year ended 31 December 2024: 7) and the average monthly number of employees for the Company was 5 (year ended 31 December 2024: 4).

Of the above Group staff costs, £nil (year ended 31 December 2024: £22,305) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.

Directors' remuneration

Year ended 31 December 2025

Short-term benefitsAccrualsPost-employment benefitsEmployee Benefit TrustShare based paymentsTotal
££££££
Executive Directors
Roderick McIllree116,875-8,750168,04085,396379,061
Eric Sondergaard 1139,58327,917-149,37085,396402,266
Troy Whittaker 214,375----14,375
Non-executive Directors
Michael Hutchinson105,000----105,000
Troy Whittaker 258,125--37,34223,250118,717
Ingo Hofmaier 325,877609---26,486
459,83528,5268,750354,752194,0421,045,905
  • Resigned 10 February 2026
  • Transitioned from a Non-Executive Director to Executive Director on 17 November 2025.
  • Appointed 14 July 2025

Year ended 31 December 2024

Short-term benefitsAccrualsPost-employment benefitsShare based paymentsTotal
£££££
Executive Directors
Roderick McIllree 126,250--49,98876,238
Eric Sondergaard108,858--76,738185,596
Non-executive Directors
Michael Hutchinson75,000--6,68781,687
Roderick McIllree 132,500--18,94751,447
Harry Ansell 226,812---26,812
Troy Whittaker42,0835,417-12,26059,760
311,5035,417-164,620481,540

For the year ending 31 December 2024, a further £23,188 was paid to Harry Ansell during his non-directorship employment in the year.

  • Transitioned from a Non-Executive Director to Executive Director on 1 October 2024.
  • Resigned on 12 July 2024

Of the above Group directors' remuneration, £272,912 (31 December 2024: £117,601) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year. The above figures do not include employer portion of NIC. Directors NIC for the year ending 31 December 2025 was £30,416 (31 December 2024: £17,193). These have been included in Note 26.

Details of fees paid to Companies and Partnerships of which the Directors detailed above are Directors and Partners have been disclosed in Note 35.

Other losses

Group

Year ended 31 December 2025 £Year ended 31 December 2024 £
(Loss)/gain on disposal of property, plant and equipment(341)5,966
Gain on disposal of intangible assets (Note 7)224,704-
Gain on disposal of fair value through profit and loss equity investments (Note 8)1,485,198-
Gain on Settlement 154,300-
Gain on proposed disposal of subsidiary 1225,000-
Loss on business acquisition - Hydrogen Valley Ltd (Note 13)(2,096,639)-
Loss on deemed disposal of Associate - Hydrogen Valley Ltd (Note 13)(2,884,147)-
Valuation losses on fair value through profit and loss equity investments (Note 8)-(1,390,625)
Valuation losses on deferred consideration 1(39,300)(915,000)
Other gains109,22540,571
Other gains/(losses)(2,922,000)(2,259,088)

1 An impairment of £39,300 was recognised during the year ended 31 December 2025 (2024: £915,000) in relation to the deferred consideration receivable following the sale of FinnAust Mining Finland Oy in 2023. The impairment arose due to a decrease in Metals One Plc's share price, which affected the value of the deferred consideration. The deferred consideration was settled during the year, resulting in a gain on settlement of £54,300. A further £225,000 of cash was received from Metals One during the year ended 31 December 2025 in connection with a proposed Share Purchase Agreement for the disposal of the Company's entire shareholding in FinnAust Mining Finland Oy. However, following the termination of the transaction in July 2025, the Company retained the full amount received. Accordingly, the £225,000 cash received has been recognised as a gain in the financial statements. 29. Operations expenditure Group Year ended 31 December 2025 £ Year ended 31 December 2024 £ Operations expenditure - Italy 41,411 - Operations expenditure 41,411 - £41,411 relates to Greenswitch operational expenditure. This expenditure has not been capitalised as does not meet the criteria for capitalisation under IAS 38.

Finance expense

Group

Year ended 31 December 2025 £Year ended 31 December 2024 £
Interest expense from cash and cash equivalents6611,663
Discount release - deferred consideration (Note 19)17,096-
Finance expense17,7571,663
31. Other Income
Group
Year ended 31 December 2025 £Year ended 31 December 2024 £
Income from related parties468,27280,165
Other income-36,679
Other Income468,272116,844

Nikkeli Greenland A/S, joint venture company, was invoiced £7,410 during the year ended 31 December 2025 (31 December 2024: £69,513) for management services provided whilst it was a joint venture but was subsequently eliminated on consolidation at year end following the acquisition of Nikkeli Greenland A/S by the Company.

March GL, joint venture company, was invoiced USD 1,906,971 during the year ended 31 December 2025 (2024: £nil) as consideration for the Farm-Out and sale of property, plant and equipment (Note 17). Consideration of £460,862 was recognised as income whilst £380,139 pertaining to the sale of property, plant and equipment was recognise as deferred (Note 17). Other amounts were invoiced but relate to the recharge of expenditure and are therefore not recorded as income, see Note 35.

Income tax expense

Group

Year ended 31 December 2025 £Year ended 31 December 2024 £
Current tax
UK corporation tax--
Total current tax charge/(credit)--
Tax on profit on ordinary activities--
Group
Year ended 31 December 2025 £Year ended 31 December 2024 £
Loss before tax( 33,128,232 )(9,561,414)
Tax at the applicable rate of 24.83% (2024: 22.59 % )(8,225,740)(2,160,302)
Effects of:
Expenditure not deductible for tax purposes10,597,82974,149
Income not taxable for tax purposes(495,611)
Depreciation in excess of/(less than) capital allowances99,134
Net tax effect of losses carried forward(1,876,478)1,987,019
Tax charge/(credit)--

The weighted average applicable tax rate of 24.83% (2024: 22.59%) used is a combination of the 25% standard rate of corporation tax in the UK, 20% Finnish corporation tax, 24% Italian corporation tax and 25% Greenlandic corporation tax.

The Group has a potential deferred income tax asset of approximately £1,107,174 (2024: £3,218,891) due to tax losses available to carry forward against future taxable profits. The Company has tax losses of approximately £4,428,696 (2024: £8,106,839) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. However, this legislation does not apply to the Group in the financial year beginning 1 January 2025 as its consolidated revenue does not meet the legislation requirements of being greater than €750m in two of the four preceding years, the group will continue to monitor the legislation in future years.

Earnings per share

Group

The calculation of the total basic earnings per share of (0.80) pence (31 December 2024: (0.57) pence) is based on the loss attributable to equity holders of the parent company of £33,126,897 (31 December 2024: £9,561,414) and on the weighted average number of ordinary shares of 4,121,037,667 (31 December 2024: 1,664,901,545) in issue during the year.

In accordance with IAS 33, basic and diluted earnings per share are identical for the Group as the effect of the exercise of share options would be to decrease the earnings per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 24.

Commitments

License commitments

As at 31 December 2025, 80 Mile owned eight mineral exploration licenses: MEL 2015-08, MEL 2019-114, relate to the Dundas Project, while MEL 2024-30, MEL 2019-116, MEL 2017-01, MEL 2020-10, MEL 2018-16 and MEL 2012-29 relate to the Disko-Nuussuaq Project (Nikkeli). These licences are subject to annual licence fees and minimum spend commitments.

During the year, 80 Mile sold licences MEL 2011/31 and MEL 2020/06 held by Disko in respect of the Kangerluarsuk Project.

As at 31 December 2025 these are as follows:

GroupLicense fees £Minimum spend requirement £Total £
Not later than one year262,4717,094,7497,357,220
Later than one year and no later than five years670,71640,342,64041,013,356
Total933,18747,437,38948,370,576

Related party transactions

Loans to/(from) Group undertakings

Amounts receivable as a result of loans granted to/(from) subsidiary undertakings are as follows:

Company

31 December 2025 £31 December 2024 £
Finland Investments Ltd(4,890,376)(4,424,463)
FinnAust Mining Finland Oy 14,890,3766,060,038
Centurion Mining Limited345345
Dundas Titanium A/S 2573,82832,766,276
Disko Exploration Limited4,354,7604,023,898
White Flame Energy Limited 339,990-
Hydrogen Valley Limited2,754,808-
At 31 December (Note 9)7,723,73138,426,094

Loans granted to subsidiaries, except Dundas Titanium, increased during the year due to additional loans being granted to the subsidiaries, and foreign exchange gain of £1,987,112 (31 December 2024: loss £1,719,898), given that no loans were repaid during the year. The loan to Dundas Titanium reduced during the year due to impairments recognised on the loan being greater than the additional loans granted and foreign exchange recognised. These loan amounts are unsecured and repayable in Euros and Danish Krone on demand from the Company.

All intra Group transactions are eliminated on consolidation.

1 The loan granted to FinnAust Mining Finland Oy increased by £120,811 (2024: £468,172) during the year and was subsequently impaired by £2,005,987 (2024: £3,688,223). The remaining movement was foreign exchange and interest recognised on the loan.

2 The loan granted to Dundas Titanium A/S increased by £282,737 (2024: £468,172) during the year and was subsequently impaired by £34,875,609 (2024: £nil). The remaining movement was foreign exchange and interest recognised on the loan.

3 A loan of £3,180 was granted to White Flame Energy Ltd in 2024, a company which was acquired by the Group during 2025.

Other transactions

Nikkeli Greenland A/S - joint venture transaction

During the year, Nikkeli Greenland A/S, was acquired by the Company but prior to this, they were invoiced £7,410 for management services provided up to the date the reversion of the joint venture was agreed (31 December 2024: £69,513).

There was a balance of £nil receivable at year end (31 December 2024: £25,743). Nikkeli Greenland A/S showed this balance as part of their contributed capital.

Kobold Metals

Further, Kobold Metals paid invoices on behalf of Nikkeli Greenland A/S totalling £33,153 during the transition period associated with the transfer of ownership of Nikkeli Greenland A/S to the Group.

March GL

During the year, the Company raised an invoice of USD 1,906,971 (2024: £nil) to March GL in consideration for the Farm-Out, proposed sale of equipment (Note 17) and recharge of expenditure incurred.

March GL is deemed a related party, as Robert Price, at the point in the time that the binding joint venture agreement was executed, was a director and shareholder of March GL and a director of the Company's subsidiary; Hydrogen Valley Ltd.

As at 31 December 2025, USD 1,256,971 (£933,018) was outstanding (2024: £nil).

Directors (Subsidiary) Loans

Working Capital Advance Assignment

During the year the Company acquired 100% of the share capital of Hydrogen Valley from the directors of the company: Robert Price, Girolamo Mazziotta and Mark Frascogna (the "Former Shareholders" or "Hydrogen Valley Directors").

Prior to the acquisition, the directors had advanced working capital funding to Hydrogen Valley totalling £380,000 (the "Working Capital Advance"). As part of the acquisition arrangements for Stage 3, the Company was deemed to have paid the consideration for the shares by way of the assignment of the Working Capital Advance from the subsidiary to the Former Shareholders.

Accordingly, the directors assigned all rights and interests in the Working Capital Advance to the Company, and the balance became payable by the Company to the Hydrogen Valley Directors. At 31 December 2025, the balance due to directors in respect of this arrangement amounted to £380,000 (2024: £nil).

Other Loans

In addition, during the year Hydrogen Valley Directors provided further funding to the company in the form of cash advances to support the Hydrogen Valley and Greenswitch's working capital and operational requirements.

The balances owed to each director as at 31 December 2025 are as follows:

Working Capital Advance Assignment £Other loans £Total Loan £
Girolamo Mazziotta38,000(10)37,990
Mark Frascogna171,00010,997181,997
Robert Price171,0007,321178,321
380,00018,308398,308

Under the terms of the arrangement, the balances are unsecured, non-interest bearing and not repayable on demand.

On 27 October 2025, Robert Price and Girolamo Mazziotta resigned from Hydrogen Valley but the loans remain as directors loans given their nature.

Loan to Employee Benefit Trust (the "Trustee")

In order to establish the Employee Benefit Trust, on 1 August 2025, the Company and Trustee entered into a loan agreement where the Company advanced an interest free loan totalling £39,356 to the Trustee, repayable on demand. In conjunction with the loan agreement, the Company recommended that the Trustee utilise the loan to subscribe for 393,557,018 new ordinary shares in the Company at £0.0001 per share. The shares were held in treasury as at 31 December 2025 (Note 22).

Ultimate controlling party

The Directors believe there is no ultimate controlling party.

Events after the reporting date

On 30 January 2026, the Company issued 16,000,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.35p per warrant, raising gross proceeds of £56,000. On the same date, the Company issued a further 13,435,493 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.27p per warrant, raising gross proceeds of £ 36,276.

On 4 February 2026, the Company issued 10,000,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.27p per warrant, raising gross proceeds of £27,000.

On 10 February 2026, the Company granted 240,000,000 options over Ordinary Shares. The details of the options vesting period and exercise prices are noted below. All options have exercise periods of 4 years from vesting date.

  • 60,000,000 of these vested immediately, with an exercise price of 2p.
  • 60,000,000 of these vest 10 August 2027, with an exercise price of 4p
  • 60,000,000 of these vest 10 February 2028, with an exercise price of 6p
  • 60,000,000 of these vest 10 February 2028, with an exercise price of 8p.

On 19 February 2026, 190,000,000 Ordinary Shares of the Company were transferred from the Employee Benefit Trust to certain Directors of the Company, as detailed below:

DirectorNumber of shares received
Roderick McIllree90,000,000
Troy Whittaker20,000,000
Eric Sondergaard (1)80,000,000
  • Eric Sondergaard resigned from the Company on 10 February 2026.

On 26 February 2026, the Company issued 2,500,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.3p per warrant, raising gross proceeds of £7,500.

On 19 March 2026, the Company issued 50,000,000 Ordinary Shares of 0.01p, following the exercise of options. The exercise price was 0.35p per option, raising gross proceeds of £175,000. On the same date, the Company issued a further 2,500,000 Ordinary Shares of 0.01p, following the exercise of warrants by advisors of the Company. The exercise price was 0.3p per warrant, raising gross proceeds of £7,500.

On 27 March 2026, 80 Mile completed the acquisition of an additional 2.18% minority stake in White Flame, increasing its ownership to 98.82%.The consideration was satisfied through the allotment of 6,513,349 new Ordinary Shares in 80 Mile at a price of 0.9191 pence per share.

On 21 May 2026, the Group announced the establishment of a new Employee Benefit Trust ("EBT") scheme for use as an incentive plan for its current and future directors and employees and subsequently issued 237,000,000 Ordinary Shares of £0.0001 each in the Company to the EBT.

On 21 May 2026, the Company granted 210,000,000 options over Ordinary Shares. The details of the options vesting period and exercise prices are noted below. All options have exercise periods of 4 years from vesting date.

  • 105,000,000 of these vest on 21 May 2028, with an exercise price of 10p.
  • 105,000,000 of these vest on 21 May 2028, with an exercise price of 12p.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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