Audited Financial Results for the Year Ended 31 December 2024

Medcaw is pleased to announce the publication of the audited results for the year ended 31 December 2024. A copy of the Company’s annual report will be made available on the Company’s website www.medcaw-invest.com.

Chairman’s Statement

It is my pleasure to submit the Chairman’s Statement for the Company covering the twelve-month period to 31 December 2024.

We announced on 2 April 2025 (post period end) that the board has determined that the Company will not be proceeding with the proposed reverse transaction of Abyssinian Metals Limited (“AML”) as announced on 7 July 2023. The board of the Company reached this conclusion as a result of the ongoing dispute between AML and the Federal Democratic Republic of Ethiopia (including Oromia State), details of which were announced by Medcaw on 8 November 2024.

The Company understands that AML continues to seek a resolution to the dispute with the Federal Democratic Republic of Ethiopia (including Oromia State) with regards to the ownership and operation of the Kenticha Lithium project. In relation to the Company’s legal position in respect of AML, the Company is in the process of taking professional advice.

The Company’s shares re-commenced trading on the London Stock Exchange on 2nd April 2025. The Directors have commenced the search for a new acquisition target.

I would like to thank our shareholders, my fellow directors and our colleagues at Orana Corporate for their continuing patience and ongoing support.

Marcus Yeoman

Non-Executive Chairman

Statement of Financial Position

As at 31 December 2024

Notes to the Financial Statements

For the Year Ended 31 December 2025

General Information

The principal activity of the Company is to pursue one or more acquisitions.

The Company listed on the London Stock Exchange (“LSE”) on 21ST December 2022.

Accounting policies

2.1 Basis of preparation

The principal accounting policies applied in the preparation of the Financial Statements are set out below. These policies have been consistently applied to the year presented, unless otherwise stated.

The Company Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (‘IFRS’).

The Company Financial Statements are presented in £ unless otherwise stated.

2.2 Going concern

The Company’s business activities, together with facts likely to affect its future operations and financial and liquidity positions are set out in the Chairman’s Statement and the Strategic Report.

The Company’s financial statements have been prepared on the going concern basis, which contemplates that the Company will be able to realize its assets and discharge liabilities in the normal course of business. Despite this, there can be no assurance that the Company will either achieve or maintain profitability in the future and financial returns arising therefrom, may be adversely affected by factors outside the control of the Company.

The Company has had recurring losses in the current year and prior period, and its continuation as a going concern is dependent on the Company’s ability to successfully fund its operations by obtaining additional financing from equity injections or other funding.

This indicates that a material uncertainty exists that may cast significant doubt over the Company’s ability to continue as a going concern.

Whilst acknowledging this material uncertainty, the directors consider it appropriate to prepare the financial statements on a going concern basis for the following reasons:

The Company may reasonably expect to maintain continued support from shareholders and other financiers that have supported the Company’s previous capital raising to assist with meeting future funding needs; and

All outgoing and expenditure can be suspended until the sufficient completion of a capital raise.

The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. The auditors have made reference to going concern by way of a material uncertainty within their report.

2.3 Cash and cash equivalents

2.4 Equity

Share capital is determined using the nominal value of shares that have been issued.

Retained losses includes all current and prior year results as disclosed in the income statement.

2.5 Foreign currency translation

Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions. At each reporting date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the year in which they arise.

2.6 Financial instruments

Classification

The Company classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through OCI or through profit or loss);

those to be measured at amortised cost; and

those to be measured subsequently at fair value through profit or loss.

• Recognition
• Measurement

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Debt instruments

Impairment

2.7 Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received net of any direct issue costs.

2.8 Share based payments

The Group issues equity-settled share based payments to certain advisors.

Equity-settled Share based payments are measured at fair value at the date of grant.

Fair value is measured using an appropriate options pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The fair value determined at the grant date of the equity-settled Share based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the Group’s estimate of the shares that will eventually vest.

Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in value of the transaction as a result of the modification, as measured at the date of the modification.

Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.

2.9 Taxation

2.10 Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future years affected.

Estimation of fair value of warrants issued in the year

The fair value of the warrants issued during the period have been calculated using a Black Scholes model which requires a number of assumptions and inputs, see Note 14 below.

2.11 New standards and interpretations not yet adopted

Segmental analysis

The Company manages its operations in one segment, being seeking a suitable investment. The results of this segment are regularly reviewed by the board as a basis for the allocation of resources, in conjunction with individual investment appraisals, and to assess its performance.

Operating Loss

Operating loss for the company is stated after charging:

Directors’ and Employees

The average number of persons employed by the Company (including executive and non-executive directors) during the year ended 31 December 2024 was:

The aggregate payroll costs of these persons were as follows:

The Company has total carried forward losses of £1,247,778 (2023: £ 815,418). The taxed value of the unrecognised deferred tax asset is £238,397 (2023: £156,249 ) and these losses do not expire. No deferred tax assets in respect of tax losses have been recognised in the accounts because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.

Earnings per share

On 23rd June 2023 and 19th January 2024 £149,109 and £159,194 was loaned to Abyssinian Metals Pty Ltd (AML) to fund working capital requirements. The loan accrues interest at 10% per annum payable in monthly instalments. During the year £30,878 of interest income was accrued. The loan is repayable upon demand by the lender and can be converted into shares in AML subject to certain milestones. As at reporting date the loan has not been converted to equity. Due to inherent uncertainties around the collectability of the loan a provision has been raised and an impairment charge for the full amount recorded in the current year. During 2024 a £196,141 (2023 :£157,759) impairment charge was recorded against the amount.

Trade and other payables

1On 6th July 2023 the company issued 5,000,000 Ordinary shares at a subscription price of £0.01.

Share based payments reserve

The weighted average time to expiry of the warrants as at 31 December 2024 is .5 years (2023 : 2.02 years)

Financial Instruments and Risk Management

Principal financial instruments

The financial liabilities are payable within one year.

General objectives and policies

Per the Directors report the overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are:

Policy on financial risk management

The Company’s principal financial instruments comprise cash and cash equivalents, loan receivables, trade and other payables. The Company’s accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 2 – “Accounting Policies”.

Derivatives, financial instruments and risk management

Credit risk

The Company applies IFRS 9 to measure expected credit losses for its loan receivables, these are regularly monitored and assessed. Loans are subject to an expected credit loss provision when it is probable that amounts outstanding are not recoverable as set out in the accounting policy. Due to the inherent uncertainty in the recoverability of the loan to AML the Company has raised a provision against the full amount and an impairment charge has been recorded.

The Company’s principal financial assets are cash and cash equivalents and a loan note. Cash equivalents include amounts held on deposit with financial institutions. The loan note is an unsecured loan accruing interest at 10% per annum. The loan is repayable upon demand by the lender and can be converted into shares in AML subject to certain milestones not being met. As at reporting date the loan has not been converted to equity

No financial assets have indicators of impairment.

Liquidity risk

During the 31 December 2024, the Company was financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as cash deposits in Sterling.

The table below shows the undiscounted cash flows on the Company’s financial liabilities as at 31 December 2024 on the basis of their earliest possible contractual maturity.

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company’s objective when managing its capital is to ensure it obtains sufficient funding for continuing as a going concern. The Company funds its capital requirements through the issue of new shares to investors.

Related Party Transactions

Provision of services

During the year £22,673 (2023: £107,225) was incurred for the provision of administrative and corporate accounting services from Orana Corporate LLP of which Charles Wood and Sarah Cope are both directors or past directors of the Company and Partners of Orana Corporate LLP. These transactions have been treated at arm’s length and processed at the fair market value of services provided. Other than these there were no other related party transactions.

Ultimate Controlling Party

As at 31 December 2024, there was no ultimate controlling party of the Company.

Capital Commitments

As at 31 December 2024 there were no capital commitments for the Company.

Subsequent events

On 2nd April 2025, the company announced it will not be proceeding with the proposed reverse transaction of Abyssinian Metals Limited (“AML”) as announced on 7 July 2023 at this stage. The board of the Company reached this conclusion as a result of the ongoing dispute between AML and the Federal Democratic Republic of Ethiopia (including Oromia State). The Company understands that AML continues to seek a resolution to the dispute with the Federal Democratic Republic of Ethiopia (including Oromia State) with regards to the ownership and operation of the Kenticha Lithium project. In relation to the Company’s legal position in respect of AML, the Company is in the process of taking professional advice.