Premier African Minerals Regulatory News (PREM)

30 June 2026

Premier African Minerals Limited 

Final Results

Premier African Minerals Limited ("Premier" or the "Company"), the AIM-traded, multi-commodity mining and natural resource development company focused on Southern Arica, is pleased to announce publication of its audited Annual Report and Accounts for the year ended 31 December 2025 (the "Annual Report").

The Annual Report is available on the Company's website, www.premierafricanminerals.com and is in the process of being posted to Shareholders.

The Annual Report for the year ended 31 December 2025 is set out in full below.The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018.

The person who arranged the release of this announcement on behalf of the Company was Graham Hill.

Enquiries:

Managing Director Statement -Mr Graham Hill

Dear Shareholders,

The year under review has been one of challenge, reflection and, importantly, meaningful progress. Since my appointment, the Board's overriding objective has been to restore shareholder value by advancing the Zulu Lithium and Tantalum Project towards sustainable commercial production whilst positioning the Company to secure the strategic investment and financing necessary to realise the full potential of this world-class asset.

Throughout the year, management has undertaken a comprehensive review of the processing flowsheet at Zulu. Whilst the quality of the infrastructure and equipment installed at the Project is considerable, it has become evident that the original flotation circuit had not achieved the level of operational performance required to support reliable commercial production. The Board therefore supported a programme of plant simplification and targeted engineering modifications designed to improve operational stability, increase recoveries and enhance concentrate quality.

I am pleased to report that the installation of the Xinhai flotation circuit has now been completed and initial commissioning has delivered encouraging results. Early operational testing has demonstrated a marked improvement in plant performance, with materially improved concentrate grades achieved during commissioning. These results represent an important milestone in the evolution of the Project and provide confidence that the modifications implemented are moving the operation in the right direction.

It is, however, important to recognise that these results remain preliminary. As with any flotation operation, sustained continuous operation is required before the circuit can be fully optimised and its long-term operating capability properly assessed. The Board therefore remains appropriately cautious while being encouraged by the progress achieved to date.

The Company has continued to operate under significant financial constraints during the year. Despite these challenges, management has remained focused on preserving shareholder value by directing available resources towards activities that are expected to have the greatest impact on the Project's technical and commercial advancement. The Board believes that successful completion of the current optimisation programme will further strengthen the Company's ability to attract additional funding and strategic support required to transition Zulu into sustained commercial production.

Alongside these operational developments, the Board has continued to engage constructively with Canmax regarding the extension of the Long Stop Date under the existing prepayment and offtake arrangements. These discussions have remained positive, and we appreciate the continued engagement of all stakeholders as we work towards an outcome that supports the long-term interests of the Company and its shareholders.

Looking ahead, our priorities remain clear: to complete the optimisation of the upgraded flotation circuit, establish sustained plant operations, advance discussions with existing and prospective strategic partners, and secure the funding necessary to support expanded mining activities and the continued development of Zulu.

Finally, I would like to thank our shareholders for their continued patience, loyalty and support throughout what has undoubtedly been a challenging period. I would also like to thank our employees, contractors, management team and fellow directors for their commitment and resilience. While there remains work to be done, I believe the progress achieved during the period provides a solid foundation from which to build, and I remain optimistic about the opportunities that lie ahead for Premier African Minerals.

_____________________

Graham Hill

Managing Director

30 June 2026

STRATEGIC REPORT

The strategic report provides a detailed assessment of the activities of the Company during the period under review. It also details the main objectives of the Company related to our portfolio of assets. The principal risks and uncertainties associated with our activities are outlined in a specific principal risks and uncertainties section.

RHA

49% Interest owned by Premier

51% Locally indigenized owned by National Indigenisation and Economic Empowerment Fund ("NIEEF") NIEEF is controlled by Ministry of Mines and Mining Development

The RHA Tungsten Project remained fully impaired during the year under review and no mining operations were undertaken. However, market conditions have continued to improve, with the sustained increase in the price of wolframite materially enhancing the potential economic viability of the Project. An internal review undertaken by the Company indicates that, at prevailing tungsten prices and subject to appropriate funding, RHA has the potential to be returned to profitable production.

During the year, the Company continued its engagement with the Government of Zimbabwe regarding the ownership structure of the Project. The Board considers these discussions to have been constructive and believes that genuine progress has been made towards resolving the outstanding ownership position, which has historically represented the principal obstacle to attracting new investment, restructuring the Project and securing the funding necessary for its restart.

The Company expects to provide shareholders with a further update in the coming weeks regarding the status of these discussions and, in particular, greater clarity surrounding the ownership structure of the Project. The Board believes that resolution of this matter would represent a significant milestone in unlocking the value of the RHA asset and materially improve the Company's ability to engage with strategic investors and funding partners.

Shareholders should be reminded that, notwithstanding the current accounting impairment of the asset, RHA remains an established mining operation with a JORC-compliant tungsten resource and an existing processing plant and supporting infrastructure. Whilst certain plant upgrades, refurbishment works and operational improvements will be required prior to recommencing mining operations, the fundamental infrastructure of the mine remains in place.

The Board believes that, subject to resolution of the ownership position and the securing of appropriate funding, the Project has a credible pathway back into production within a relatively short timeframe. Given the current strength of the tungsten market and the increasing strategic importance of tungsten as a critical mineral, the Company believes RHA has the potential to become a valuable contributor to Premier's future growth and shareholder value.

Recoverability of RHA Assets

The RHA assets remain fully impaired at this time and are likely to so remain until we are able to conclude the discussions underway at present and/or seek alternative funding outside of Premier as noted in my remarks above.

Zulu Lithium and Tantalum Project

The Company's principal operational focus was the optimisation and simplification of the processing plant at the Zulu Lithium and Tantalum Project. Following a comprehensive technical review of the existing processing circuit, management concluded that several components of the original plant configuration were contributing unnecessary operational complexity, increased maintenance requirements and sub-optimal metallurgical performance.

A programme of targeted engineering modifications was therefore undertaken with the objective of simplifying the overall process flowsheet, improving plant reliability, reducing operating costs and enhancing concentrate quality. These modifications included the removal of non-essential sorting circuits, the simplification of the material handling system through increased utilisation of gravity flow, the removal of process bottlenecks within the flotation circuit and the installation of a new spodumene flotation plant supplied by Xinhai to replace the previous flotation circuit.

The revised flotation circuit represents a significant simplification of the process design. Whereas the previous spodumene flotation circuit relied upon numerous transfer pumps and consistently failed to achieve the Company's targeted concentrate specifications, the new circuit operates predominantly by gravity and substantially reduces both mechanical complexity and ongoing maintenance requirements. The Board believes that this simplified configuration provides a more robust platform from which to optimise future operations.

Following completion of the plant modifications, the Company commenced commissioning and initial operational testing using low-grade ore to facilitate process adjustments, equipment calibration and optimisation of the revised circuit. As expected during commissioning, the plant required ongoing adjustment and refinement before stable operating conditions could be achieved.

Initial commissioning results demonstrated a marked improvement in plant performance relative to the previous processing configuration. Based on internal laboratory analyses, the upgraded flotation circuit achieved rapid froth formation following start-up and produced concentrate grades materially higher than those previously achieved. Internal assay results recorded concentrate grades exceeding 5.0% Li₂O, with peak sample grades of up to 5.58% Li₂O during the commissioning programme.

The commissioning programme was curtailed following the exhaustion of the available ore stockpile before an extended period of continuous operation could be completed. Consequently, the plant was unable to undergo the sustained operating campaign typically required to fully optimise and stabilise a flotation circuit. The limited ore availability reflected the Company's financial constraints during the period, which restricted mining activities and prevented the mobilisation of a larger-scale mining contractor capable of supplying sufficient ore for continuous optimisation.

Notwithstanding the remaining optimisation work, the Board believes that the successful simplification of the process flowsheet and the encouraging initial commissioning results represent an important milestone in the development of the Zulu Lithium and Tantalum Project. Subject to continued optimisation, sufficient ore supply and appropriate funding, the Board believes the revised processing plant provides a significantly stronger foundation for progressing the Project towards sustained commercial production.

Extended Lithium Portfolio

We have previously referred to our claims in the eastern part of Zimbabwe and we note that evaluation of these claims continues. The company holds 50% of these claims.

Turwi Gold Project

Premier has operational control and 50% of this gold exploration project in Southeast Zimbabwe. However, at this time, the focus of Premier is Zulu. Premier will explore other alternative opportunities to releasing the potential value and opportunity of the Turwi Gold Project. This status is unchanged.

MN Holdings Limited ("MNH")

Whilst the Company view has not changed, no progress can be made at this time.

In the unaudited management accounts for period ended 31 March 2024, MNH's wholly owned operating subsidiary, Otjozondu reported revenue of approximately N$60 million (equivalent to $3.2 million) and an operating profit before tax (and interest charges to group companies) of approximately N$11.8 million (equivalent to $0.6 million). Total assets as at the same date amounted to approximately N$317 million (equivalent to $17.1 million).

Vortex Limited (formerly Circum Minerals Limited "Circum")

As previously reported in April 2025, Premier was informed that the Ethiopian Ministry has revoked the Mining and Licence Agreement ("MLA") notwithstanding the fact that a state of Force Majeure had been in place at Circum since 20 September 2022. We were informed that Circum declared a dispute and under the MLA this will be resolved through the process of arbitration and Boies Schiller Flexner have been engaged by Circum to act on this dispute.

While we are hopeful that the actions of the Ethiopian Government will be set aside, this is not expected to be resolved in the short-term.

Funding

During the reporting period we raised net proceeds of $11.415 million (2024: $12.775 million).

Principal activities and strategic review of the business

The principal activity of Premier and its subsidiary companies (the Group) during the year under review is the mining, exploration, evaluation development and investment in natural resource properties on the African continent.

Premier was incorporated on 21 August 2007 in the British Virgin Islands (BVI) as a BVI business company with number 1426861. The registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands. The Company was admitted to trading on the London Stock Exchange's AIM Market on 10 December 2012.

Objectives

During the current year, the primary focus will be:

Principal risks and uncertainties

The Group is subject to a number of risks and uncertainties which could have a material effect on its business, operations, or future performance, including but not limited to:

Early-stage Business Risk

The Group's success will fundamentally depend on its ability to raise capital and generate cash flows from commencement of production at Zulu. The board of directors manages this risk by monitoring cash levels and reviewing cash flow forecasts on a regular basis. The Group's success will depend on the successful commissioning, modification and optimisation of the processing plant at Zulu and there is no certainty that there may not be further unforeseen delays, plant modifications or unanticipated costs or that ultimately the plant at Zulu fails to extract lithium at the required grade and volumes and is not commercially viable.

Early-stage Project Risk

Zulu moved into early-stage production through the development of a pilot plant without a Definitive Feasibility Study. In advancing Zulu to the stage where it may be cash generative, many risks are faced including without limitation, the inherent uncertainty of mining and continuity of the mineral resource without a DFS support by a measured category resource statement, the capital costs of exploration and production, commodity pricing, operating in remote and often politically unstable environment

Credit Risk

Credit risk is the risk of potential loss to the Company if counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets, including cash, receivables, and balances receivable from the government. The Company limits the exposure to credit risk in its cash by only investing its cash with high-credit quality financial institutions in business and savings accounts, guaranteed investment certificates and in government treasury bills which are available on demand by the Company for its programs. The Company does not invest in money market funds. The Company has no risk exposure to asset backed commercial paper or auction rate securities.

Refer to note 28 for the company's exposure to credit risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. Also refer to the going concern section below.

Refer to note 28 for the company's exposure to liquidity risk.

Operating Risks

The activities of the Group are subject to all of the hazards and risks normally incidental to exploring and developing natural resource projects. These risks and uncertainties include, but are not limited to environmental hazards, machinery and plant breakdowns, industrial accidents, labour disputes, geo-political risks, encountering unusual or unexpected geologic formations or other geological or grade problems, unanticipated changes in rock formation characteristics and mineral recovery, encountering unanticipated ground or water conditions, land slips, flooding, periodic interruptions due to inclement or hazardous weather conditions and other acts of God or un-favourable operating conditions and losses.

Should any of these risks and hazards affect the Group's exploration, development or mining activities, it may cause the cost of production to increase to a point where it would no longer be economic to extract minerals from the Group's properties, require the Group to write-down the carrying value of one or more of its assets, cause delays or a stoppage of mining and processing, result in the destruction of mineral properties or processing facilities, cause death or personal injury and related legal liability, any and all of which may have a material adverse effect on the Group.

Market Risk (exchange rates, commodity, and equity)

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.

Interest Rate Risk: The Company is exposed to interest rate risk to the extent that its cash balances bear variable rates of interest. The interest rate risks on cash and short-term investments and on the Company's, obligations are not considered significant.

Foreign Currency Risk - The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates against the Company's functional currency, which is the United States dollar ("USD"). The Company expects to continue to raise funds in the United Kingdom. The Company conducts its business in Zimbabwe with a significant portion of expenditures in that country historically denominated in USD and now also in RTGS Dollars ("RTGS$"). The introduction of the RTGS$ during the 2019 financial year has resulted in the devaluation of the RTGS$ against the US Dollar. This devaluation has also resulted in the Zimbabwean economy going into hyperinflationary status. As a means to counteract the hyper-inflationary effects and given that the majority of transactions are denominated in USD, all Zimbabwean companies within the group now record and report their financial information in USD with effect from 1 January 2023. Additionally, a portion of the Company's business is conducted in South African Rands ("ZAR"). As such, it is subject to risk due to fluctuations in the exchange rates between the USD and each of the ZAR and GBP. A significant change in the currency exchange rates between the USD relative to foreign currencies could have an effect on the Company's results of operations, financial position, or cash flows. The Company has not hedged its exposure to currency fluctuations.

Commodity Price Risk - Zulu value is largely related to the price of lithium and the outlook on this mineral.

The Company minority interest in MNH results in limited control of how MNH mitigate the risk associated with Manganese price fluctuations.

Refer to note 28 for the company's exposure to market risk.

Environmental Risks and Hazards

All phases of the Group's operations are subject to environmental regulation in the areas in which it operates. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect the Group's business, financial condition, and results of operations. Environmental hazards may exist on the properties on which the Group holds interests that are unknown to the Group at present. The Board manages this risk by working with environmental consultants and by engaging with the relevant governmental departments and other concerned stakeholders.

Licencing Risk

The Company's exploration and development activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations or performance criteria. Such licences and permits are as a practical matter subject to the discretion of the applicable Government or Government office. The Group must comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted. The interpretations, amendments to existing laws and regulations, or more stringent enforcement of existing laws and regulations could have a material adverse impact on the Group's results of operations and financial condition. Whilst the Company continually seeks to do everything within its control to ensure that the terms of each licence are met and adhered to, third parties may seek to exploit any technical breaches in licence terms for their own benefit. There is a risk that negotiations with a Government in relation to the grant, renewal or extension of a licence may not result in the grant, renewal or extension taking effect prior to the expiry of the previous licence period, and there can be no assurance of the terms of any extension, renewal, or grant.

Political and Regulatory Risk

The Group's operating activities in Africa, notably in Zimbabwe, are subject to laws and regulations governing expropriation of property, health and worker safety, employment standards, waste disposal, protection of the environment, mine development, land and water use, prospecting, mineral production, exports, taxes, labour standards, occupational health standards, toxic wastes, the protection of endangered and protected species and other matters. The Group is dependent on the political and economic situation in these countries and may be adversely impacted by political factors such as expropriation, war, terrorism, insurrection, and changes to laws governing mineral exploration and operations.

Internal Control and Financial Risk Management

The Board has overall responsibility for the Group's systems of internal control and for reviewing their effectiveness. The Group maintains systems which are designed to provide reasonable but not absolute assurance against material loss and to manage rather than eliminate risk.

The key features of the Group's systems of internal control are as follows:

The Group's activities expose it to a number of financial risks including cash flow risk, liquidity risk and foreign currency risk. The Group has identified certain short coming in the financial control systems, which are currently in the process of being addressed.

Disclosure of management's objectives, exposure, and policies in relation to these risks can be found in note 28 to these financial statements.

Environmental Policy

The Group is aware of the potential impact that its subsidiary companies may have on the environment. The Group ensures that it complies with all local regulatory requirements and seeks to implement a best practice approach to managing environmental aspects.

Zulu was granted approval of its Environmental Impact Assessment and was permitted to undertake mining operations by the Environmental Management Agency of Zimbabwe.

Health and Safety

The Group's aim is to achieve and maintain a high standard of workplace safety. In order to achieve this objective, the Group provides ongoing training and support to employees and sets demanding standards for workplace safety.

Going Concern

These consolidated financial statements are prepared on the going concern basis. The going concern basis assumes that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities and commitments in the normal course of business.

The Directors have prepared detailed cash flow forecasts covering the eighteen-month period ending 31 December 2027. These forecasts take into account the Group's anticipated working capital requirements, forecast operating cash flows, capital expenditure requirements, available financing alternatives and the funding necessary to continue the development of the Group's principal assets. These key assumptions of this forecast are, inter alia:

The Group

During the year ended 31 December 2025, the Group completed a number of equity fund raises through the issue of 9,489,787,939 ordinary shares at an average price of 0.1424p per share raising a total of $11.878 million. These funds were principally applied towards the continued optimisation and commissioning of the new flotation plant at the Zulu Lithium and Tantalum Project together with the Group's ongoing working capital requirements.

RHA

Zulu

Other Group Assets

The Directors have assumed that expenditure relating to the Group's remaining non-core assets will continue to be carefully managed, with available financial resources prioritised towards the advancement of the Zulu Lithium and Tantalum Project.

Conclusion

After careful consideration of the assumptions set out above, the Directors are satisfied that it remains appropriate to prepare the consolidated financial statements on a going concern basis.

However, the successful extension of the Long Stop Date and the subsequent securing of sufficient funding to continue the Group's planned activities represent material assumptions underpinning the Directors' forecasts. Should the Long Stop Date not be extended, or should the Group be unable to secure the funding necessary to continue its planned activities, a material uncertainty would exist that may cast significant doubt upon the Group's ability to continue as a going concern. Accordingly, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Refer to note 5 for further information.

Graham Hill

Managing DIrector

30 June 2026

Management Team

Directors

DIRECTORS REPORT

Results

The audited financial statements for the year ended 31 December 2025 are set out on pages 32 to 91. The Group reported a loss before and after tax of $18.198 million for the year ended 31 December 2025 (2024: loss $19.736 million).

The loss before and after tax includes:

The total comprehensive loss for the year amounted to $18.198 million (2024: Loss $20.237 million).

Dividends

The Directors do not recommend the payment of a dividend in respect of the year under review.

Fund-raising and capital

During the 2025 financial year net funds of $11.416 million were raised through direct subscriptions from the issue of new ordinary shares (2024: $12,775 million).

There remains an active and very liquid market for the Group's shares.

Borrowings

During the financial year, no additional borrowings were raised.

Other key elements of financial position

The Company's holdings in Vortex Ltd amount to $nil (2024: $nil).

The Company's holdings in MNH amount to $nil (2024: $nil).

The Company's investment in property, plant and equipment during the year was $53.872 million (2024: $55.586 million).

Events after the reporting date

At the date these financial statements were approved, the Directors were not aware of any significant events after the reporting date other than those set out in note 31 to the financial statements.

Directors

The Directors of Premier who served during the period or subsequently were:

Directors' Fiduciary Statement

The Directors acknowledge their fiduciary duties and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they have had regard (amongst other matters) to:

Share capital

Premier's shares are publicly traded on AIM with the stock ticker of PREM. As at 31 December 2025, the Company's issued share capital consists of 9,489,788,000 (note 17) Ordinary Shares of no-par value. The company conducted a 10 for 1 share consolidation during the year. Immediately prior to the share consolidation, the Company had 84.859 billion shares in issue.

The company does not hold any Ordinary Shares in treasury.

Major Shareholders

As at 29 June 2026 the Company was aware of the following persons who hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of the Company to which voting rights are attached:

There are no restrictions on the transfer of the Company's AIM securities.

_____________________

Graham Hill

Managing Director

30 June 2026

CORPORATE GOVERNANCE STATEMENT

Premier African Minerals Limited ("Premier" or the "Company") is committed to maintaining high standards of corporate governance that support the long-term success of the Company, protect shareholder interests and promote accountability, integrity and transparency throughout its operations.

The Board recognises that effective corporate governance is fundamental to the sustainable development of the Company's business and is responsible for establishing an appropriate governance framework that reflects the Company's size, stage of development and AIM quotation, whilst ensuring that appropriate standards of stewardship, oversight and risk management are maintained.

The Board has considered the principles and provisions of the UK Corporate Governance Code 2024 (the "Code") and has sought to apply its principles in a manner that is appropriate for a development-stage mining company quoted on AIM. Whilst the Company does not comply with every provision of the Code, the Board believes that its governance framework is appropriate and proportionate having regard to the Company's current size, operational complexity, financial resources and stage of development.

The Board reviews the Company's governance arrangements on an ongoing basis and implements changes where considered appropriate to reflect evolving best practice, changes in the Company's business and the expectations of shareholders and other stakeholders.

During the year under review, the Board continued to focus on strengthening its governance framework whilst overseeing the Company's principal strategic objective of advancing the Zulu Lithium and Tantalum Project towards sustainable commercial production. Particular attention was given to operational oversight, funding requirements, stakeholder engagement, risk management, internal controls and the Company's ongoing discussions regarding the extension of the Long Stop Date under its existing prepayment and offtake arrangements.

The Board remains committed to maintaining an open and transparent relationship with shareholders and recognises that sound governance forms an integral part of restoring shareholder value and supporting the Company's long-term growth.

Board Composition

The Board comprises executive and non-executive directors possessing an appropriate balance of mining, engineering, commercial, financial and governance experience.

The roles of Chairman and Managing Director are clearly separated, ensuring an appropriate division of responsibilities between leadership of the Board and executive management of the Company's operations.

The Chairman is responsible for leading the Board, ensuring its effectiveness, promoting constructive challenge and debate, facilitating the effective contribution of all directors and ensuring that directors receive timely and appropriate information to discharge their responsibilities.

The Managing Director is responsible for implementing the strategy approved by the Board and for the day-to-day management of the Group's operations.

The Board continually reviews its composition to ensure that it possesses the skills, experience and independence necessary to support the Company's strategic objectives. As the Company progresses, the Board intends to strengthen its composition through the appointment of additional independent non-executive directors possessing appropriate mining, financial and capital markets experience.

Board and Committee Membership

The Board has established Audit, Remuneration and Nomination Committees to assist it in discharging its responsibilities. Each Committee operates under written terms of reference approved by the Board and reports regularly on matters within its remit.

The committee membership is as follows:

The Board recognises that the current committee composition reflects the Company's present size and stage of development. As the Company grows and its financial position strengthens, the Board intends to appoint additional independent non-executive directors to further enhance the Company's governance framework and committee independence.

Board Effectiveness

The Board met regularly throughout the year through a combination of formal Board meetings together with numerous informal meetings and conference calls, enabling directors to consider operational developments, financing initiatives, strategic matters and regulatory issues as they arose.

The Chairman ensures that directors receive timely, accurate and relevant information to enable informed decision-making. Directors are encouraged to challenge management constructively and contribute fully to Board discussions.

The Board undertakes an annual assessment of its effectiveness, together with the effectiveness of its committees and individual directors. Given the Company's current size and stage of development, this assessment is presently conducted internally. The Board reviews this approach annually and will consider the appointment of an externally facilitated evaluator as the Company continues to develop.

Each director is expected to devote sufficient time to the affairs of the Company to discharge their responsibilities effectively.

The Board also recognises the importance of ongoing professional development and encourages directors to maintain and update their knowledge of legal, regulatory, governance and industry developments relevant to the Company's activities.

Audit Committee

The Audit Committee comprises Godfrey Manhambara (Chairman) and Graham Hill.

The Committee assists the Board in overseeing the integrity of the Group's financial reporting, the effectiveness of the Group's internal control and risk management framework, the independence of the external auditor and the effectiveness of the external audit process.

During the year, the Committee devoted significant attention to:

The Committee also oversees the Group's arrangements relating to anti-bribery and corruption, whistleblowing procedures and financial reporting integrity.

Having considered the size, complexity and stage of development of the Group, the Committee remains satisfied that the appointment of a dedicated internal audit function is not presently justified. This assessment is reviewed annually by the Committee.

Remuneration Committee

The Remuneration Committee comprises Godfrey Manhambara (Chairman) and Graham Hill.

The Committee is responsible for recommending the Company's remuneration policy and determining the remuneration of executive directors and senior management, ensuring that remuneration arrangements support the long-term success of the Company whilst aligning management interests with those of shareholders.

The Committee also oversees the operation of the Company's share incentive arrangements and reviews remuneration policies periodically to ensure that they remain appropriate having regard to the Company's financial position, market practice and stage of development.

No director participates in discussions regarding his own remuneration.

Nomination Committee

The Nomination Committee comprises Graham Hill (Chairman) and Godfrey Manhambara.

The Committee is responsible for reviewing the size, structure and composition of the Board, succession planning and recommending appointments to the Board.

In considering future appointments, the Committee seeks to ensure that the Board maintains an appropriate balance of technical, financial, commercial and governance expertise whilst promoting diversity of skills, experience and background.

The Board acknowledges that the current composition of the Nomination Committee does not fully comply with all provisions of the UK Corporate Governance Code 2024 regarding committee independence. However, having regard to the Company's current size and stage of development, the Board considers the existing arrangements to be appropriate and proportionate. The Board intends to review the composition of the Committee as additional independent non-executive directors are appointed.

The Board believes that its current governance arrangements provide an appropriate framework for the oversight of the Company's activities whilst recognising that governance practices must continue to evolve alongside the development of the business. The Board remains committed to maintaining high standards of corporate governance and to implementing further enhancements as the Company progresses towards sustained commercial production and long-term growth.

Appointments to the Board

Board Appointments

The appointment of new directors is led by the Nomination Committee, which is responsible for identifying and recommending candidates to the Board. In considering appointments, the Committee seeks to ensure that the Board maintains an appropriate balance of skills, experience, knowledge and independence, taking into account the Company's strategic objectives, operational requirements and future succession planning.

The Board recognises the importance of diversity in its broadest sense, including diversity of professional background, technical expertise, experience, gender and perspective. Appointments are made on merit, with due regard to ensuring that the Board possesses the skills and experience necessary to support the long-term development of the Company.

Director Commitment

The Board expects each director to devote sufficient time to the affairs of the Company to discharge their responsibilities effectively. The Nomination Committee considers annually whether each director continues to dedicate adequate time to fulfil their duties and responsibilities.

Each director is appointed under the terms of a formal letter of appointment, which sets out the expected time commitment and responsibilities associated with the role.

Director Development

The Board recognises the importance of maintaining an appropriate level of knowledge and expertise. New directors receive an induction programme tailored to their individual background and experience, introducing them to the Group's operations, governance framework, principal risks and strategic objectives.

Directors are encouraged to undertake continuing professional development and to keep their knowledge of legal, regulatory, governance and industry developments under regular review.

Information and Support

The Chairman, supported by the Company Secretary, is responsible for ensuring that directors receive timely, accurate and relevant information to enable them to discharge their duties effectively.

The Board receives regular operational, technical and financial reports together with updates on health and safety, environmental matters, regulatory developments, funding activities and principal business risks.

Directors are entitled to seek independent professional advice, at the Company's expense where appropriate, in the furtherance of their duties. They also have unrestricted access to the Company's management, advisers and professional consultants whenever additional information is required.

Board Evaluation

The Board undertakes an annual review of its effectiveness, together with the effectiveness of its committees and individual directors.

Given the Company's size and stage of development, the evaluation is presently conducted internally. The review considers the effectiveness of the Board's composition, strategic oversight, financial reporting, risk management, committee performance and decision-making processes. The Board believes that an internally facilitated evaluation remains appropriate at this stage of the Company's development and provides an effective mechanism for identifying opportunities for improvement.

The Board will continue to review its evaluation process and will consider the appointment of an independent external facilitator as the Company continues to grow.

Re-election of Directors

In accordance with the Company's Articles of Association, directors are subject to regular re-election by shareholders at the Annual General Meeting. The Board believes that regular re-election promotes accountability to shareholders and provides shareholders with the opportunity to endorse the continued appointment of each director.

Financial Reporting and Accountability

The Board recognises that one of its principal responsibilities is to present a fair, balanced and understandable assessment of the Group's financial position, performance and prospects.

The Annual Report and Financial Statements are the Board's primary means of communicating the Group's strategy, business model, financial performance and principal risks to shareholders. The Board is satisfied that the Annual Report, taken as a whole, provides shareholders with the information necessary to assess the Company's performance, business model and long-term strategy.

The Directors have assessed the Group's financial position, forecast cash flows and funding requirements and have concluded that it remains appropriate to prepare the financial statements on a going concern basis. Further information regarding the going concern assessment is set out in Note 5 to the financial statements.

3. Accountability

Financial and Business reporting

A key duty of the Board is to oversee the financial affairs of the Company. The Financial Statements is the Board's primary means of presenting a fair, balanced and understandable assessment of the Company's positions that also best provides the information necessary to allow shareholders to assess the Company's performance, business model and strategy for that period.

You can view Premier Annual Report and Financial Statements on the Company's webpage at the following address, www.premierafricanminerals.com. Under the Strategic Review section of the Company's Annual Report and Financial Statements for the year ended December 2025, the Board set outs the strategic objectives of the Company, how these will be delivered, Premier business model and how the Company will generate and preserve value over the longer term for shareholders.

The Board have a reasonable expectation that the Group has adequate resources to continue in operations or existence for the foreseeable future thus continues to adopt the going concern basis in preparing its Annual Report and Financial Statements. Refer to note 5 to the financial statements.

Risk Management and Internal Control

The Board has overall responsibility for establishing and maintaining the Group's system of risk management and internal controls and for reviewing their effectiveness. The Board recognises that no system of internal control can eliminate all risk and that such systems are designed to manage, rather than eliminate, the risk of failure to achieve the Group's strategic objectives. Accordingly, the system can provide only reasonable, and not absolute, assurance against material misstatement or loss.

The Group's risk management framework is designed to identify, evaluate and manage the principal risks facing the business. The Board regularly reviews these risks, taking into consideration the Group's operational activities, financial position, strategic objectives and the external environment in which it operates.

During the reporting period, the Board continued to monitor the effectiveness of the Group's material internal controls, including financial, operational, reporting and compliance controls. The Audit Committee assists the Board in reviewing the effectiveness of these controls and reports its findings and recommendations to the Board on a regular basis.

The principal risks facing the Group include, amongst others:

The Board believes that appropriate procedures are in place to identify, monitor and manage these risks and that the Company's internal control framework remains appropriate for its current size and stage of development. The Board will continue to review and strengthen the Group's governance, risk management and internal control framework as the Company's operations and organisational structure evolve.

Having regard to the requirements of the UK Corporate Governance Code 2024, the Board confirms that it has monitored and reviewed the effectiveness of the Group's material internal controls throughout the reporting period and is satisfied that these controls remained appropriate to the nature, scale and complexity of the Group's operations.

SECTION 172 STATEMENT

In accordance with Section 172 of the Companies Act 2006, the Directors have acted in the manner they consider, in good faith, would be most likely to promote the long-term success of the Company for the benefit of its shareholders as a whole, whilst having regard to the interests of other key stakeholders and the wider impact of the Group's operations.

In discharging their duties during the year, the Directors considered the likely long-term consequences of their decisions, the interests of employees and contractors, relationships with suppliers, strategic partners, government authorities and regulators, the impact of the Company's activities on local communities and the environment, the maintenance of the Company's reputation for high standards of business conduct and the need to act fairly between shareholders.

The Board's principal focus during the reporting period remained the advancement of the Zulu Lithium and Tantalum Project towards sustainable commercial production, whilst preserving the Company's financial position, progressing strategic funding initiatives and maintaining constructive engagement with all key stakeholders.

The Board recognises that the successful development of the Company's assets depends upon maintaining positive relationships with the Government of Zimbabwe, regulatory authorities, local communities, strategic funding partners, contractors, employees and shareholders. Accordingly, the Directors continued to engage regularly with these stakeholders throughout the reporting period and considered their interests as part of the Board's decision-making process.

Significant matters considered by the Board during the year included:

The Board believes that maintaining transparent and open communication with shareholders remains fundamental to the Company's success and seeks to ensure that shareholders receive timely, accurate and balanced information through Regulatory Information Service announcements, the Annual Report, investor presentations, the Company's website and direct engagement where appropriate.

RELATIONS WITH SHAREHOLDERS

The Board recognises the importance of maintaining effective communication with shareholders and the wider investment community. Constructive engagement with shareholders assists the Board in understanding investor priorities and contributes to the Company's long-term decision-making.

The Company communicates with shareholders through Regulatory Information Service announcements, the publication of its Annual Report and Interim Report, the Company's website, investor presentations, shareholder meetings and direct engagement with institutional and private investors where appropriate.

The Managing Director has primary responsibility for shareholder engagement and ensures that the Board is kept informed of shareholder views and market feedback. Matters raised by shareholders are considered by the Board where appropriate and incorporated into the Board's strategic deliberations.

The Annual General Meeting provides shareholders with an opportunity to engage directly with the Board, ask questions regarding the Company's activities and exercise their voting rights. The Board encourages all shareholders to participate in the Annual General Meeting.

The Company remains committed to complying with its obligations under the AIM Rules for Companies and the UK Market Abuse Regulation and seeks to ensure that all shareholders are treated fairly and receive timely, accurate and balanced information.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and UK-adopted International Accounting Standards.

The Directors are responsible for ensuring that the financial statements present fairly the financial position, financial performance and cash flows of the Group and that the Annual Report, taken as a whole, is fair, balanced and understandable and provides shareholders with the information necessary to assess the Group's position, performance, business model and strategy.

In preparing the financial statements, the Directors are required to:

The Directors are responsible for maintaining adequate accounting records, safeguarding the assets of the Group and taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each Director confirms that, so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware and that he has taken all reasonable steps that ought to have been taken as a director to make himself aware of any relevant audit information and to establish that the auditor is aware of that information.

GOING CONCERN

The Directors have carefully considered the Group's financial position, forecast cash flows, funding requirements and principal risks in assessing the appropriateness of adopting the going concern basis in preparing the financial statements.

In undertaking this assessment, the Board considered the continued optimisation of the Zulu Lithium and Tantalum Project, the Group's ongoing funding requirements, discussions relating to the proposed extension of the Long Stop Date under the existing prepayment and offtake arrangements and the assumptions underlying management's financial forecasts.

The Directors have prepared detailed cash flow forecasts covering the eighteen-month period ending 31 December 2027. These forecasts take into account the Group's anticipated working capital requirements, forecast operating cash flows, capital expenditure requirements, available financing alternatives and the funding necessary to continue the development of the Group's principal assets.

The Group has an operating loss from continuing operations amounting to $8.041 million (2024: $17.124 million) and negative cash flows from operation amounting to $7.162 million for the year ended 31 December 2025 (2024: negative cash flows from operation amounting to $10.017 million).

As at 31 December 2025, current liabilities exceeded current assets by $57.866 million (2024: $52.764 million). The Group raised $11.416 million (2024: $12.775 million) in net funding through share subscriptions to fund the commissioning of the Zulu plant and development work at the Zulu mine, general group maintenance and preservation of assets and to investigate and assess potential diversification, through potential investments in cash generating assets, as discussed above. 

The Directors have prepared a cash flow forecasts for the 18-month period ended 31 December 2027. These key assumptions of this forecast are as follows:

The Group

The Directors consider the successful extension of the Long Stop Date under the Addendum to the Offtake and Prepayment Agreement entered into with Canmax Technologies Co., Ltd. on 5 January 2026 to be the single most significant assumption underpinning the Group's going concern assessment.

The Directors believe that securing this extension is fundamental to the Group's ability to continue as a going concern as it provides the Company with the necessary period to complete the optimisation of the new flotation circuit, demonstrate sustained operational performance and continue discussions regarding future funding and strategic investment. Discussions with Canmax remain ongoing and constructive and the Directors continue to believe that an extension can be agreed on terms acceptable to both parties. However, until such extension has been formally executed, this represents a material assumption within the Group's forecasts.

The forecasts further assume that:

RHA

Zulu

Other Group Assets

After careful consideration of the assumptions set out above, the Directors are satisfied that it remains appropriate to prepare the consolidated financial statements on a going concern basis.

However, the successful extension of the Long Stop Date and the subsequent securing of sufficient funding to continue the Group's planned activities represent material assumptions underpinning the Directors' forecasts. Should the Long Stop Date not be extended, or should the Group be unable to secure the funding necessary to continue its planned activities, a material uncertainty would exist that may cast significant doubt upon the Group's ability to continue as a going concern. Accordingly, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

Having considered these matters, together with the disclosures contained in Note 5 to the financial statements, the Directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis.

VIABILITY STATEMENT

The Board has assessed the Group's prospects over the twelve-month period from the date of approval of these financial statements. In making this assessment, the Directors considered the Group's current financial position, operational plans, principal risks and uncertainties, expected funding requirements and forecast cash flows.

The Board considers a twelve-month assessment period to be appropriate having regard to the Group's stage of development, funding profile and operational planning horizon.

Whilst recognising the uncertainties inherent in the development of mining projects, the Directors have a reasonable expectation that the Group will continue in operation and meet its liabilities as they fall due during the assessment period, subject to the assumptions and uncertainties described in Note 5 to the financial statements.

GOVERNANCE OUTLOOK

The Board remains committed to maintaining high standards of corporate governance and recognises that effective governance is fundamental to the successful development of the Company.

As Premier progresses towards sustained commercial production, the Board intends to continue strengthening its governance framework, Board composition and committee structure to reflect the Company's evolving operational and commercial profile. Particular focus will be given to the appointment of additional independent non-executive directors, the continued enhancement of the Group's internal control framework and ongoing engagement with shareholders and other stakeholders.

The Board believes that the governance framework described in this report provides an appropriate foundation for the continued development of the Company and supports its objective of creating sustainable long-term value for shareholders.

Graham Hill

Managing Director

30 June 2026 

NON-STATUTORY INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PREMIER AFRICAN MINERALS LIMITED

Opinion on non-statutory financial statements

We have audited the consolidated non-statutory financial statements of Premier African Minerals Ltd (the 'Group') for the year ended 31 December 2025 which comprise the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows, the consolidated statement of changes in equity and the related notes, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the financial statements UK adopted international accounting standards.

In our opinion, the non-statutory financial statements:

Basis for opinion

We conducted our audit in accordance with UK adopted international accounting standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter: Material uncertainty relating to going concern

We draw attention to the Strategic Report and note 5 in the financial statements, which indicates that the Group is loss making and has net current liabilities. As stated in note 5, these events or conditions, along with the other matters as set forth in note 5 and the Strategic Report, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included:

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which they operate.

The Group financial statements are a consolidation of reporting units, comprising the Group's operating businesses and holding companies.

We performed full scope audits of the financial information of the components within the Group which were individually financially significant and material. We also performed specified audit procedures over certain account balances and transaction classes that we regarded as material to the Group, as well as analytical procedures, for components which were not significant and not material. The audit work and specified audit procedures accounted for 100% of the Group's consolidated expenditures and 100% of the Group's absolute loss before tax (i.e. the sum of the numerical values without regard to whether they were profits or losses for the relevant reporting units).

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

Our application of materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement as set out in the Corporate Governance Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The extent to which the audit was considered capable of detecting irregularities including fraud.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor's report. 

Use of this report

This report is made solely to the Company's members, as a body, in accordance with our engagement letter. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. 

MAH, Chartered Accountants

2nd Floor, 154 Bishopsgate,

London, EC2M 4LN

30 June 2026

These annual financial statements were approved and authorised for issue by the Board on 30 June 2026 and are signed on its behalf.

Graham Hill

Chief Executive Officer

The notes on pages 37 to 91 are an integral part of these consolidated financial statements.

The notes on pages 37 to 91 are an integral part of these consolidated financial statements.

1. Reporting entity

Premier African Minerals Limited ('Premier' or 'the Company'), together with its subsidiaries (the 'Group'), was incorporated in the Territory of the British Virgin Islands under the BVI Business Companies Act, 2004. The address of the registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands.

The Group's operations and principal activities are the mining and development of mineral reserves on the African continent.

Premier's shares were admitted to trading on the London Stock Exchange's AIM market on 10 December 2012.

2. Basis of accounting

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (UK adopted International Accounting Standards). They were authorised for issue by the Company's board of directors on 30 June 2026.

Details of the Group's accounting policies are detailed below.

The preparation of financial statements in conformity with UK adopted IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

The accounting policies set out below are applied consistent across the Group and to all periods presented in these consolidated financial statements.

Functional and presentation currency

The Group's presentation currency and the functional currency of the majority of the Group's entities isUS dollars. All amounts have been rounded to the nearest thousand, unless otherwise indicated. The Zimbabwean subsidiaries' functional currency was changed by the Zimbabwean government from USD to RTGS dollar during the 2019 financial year. With effect from 1 January 2023, the group has converted the functional currency of all Zimbabwean entities to USD, as the majority of transactions with other Zimbabwean is conducted in USD and therefore it is more representative of the flow of economic benefits.

Use of judgements and estimates

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

For details of the use of judgments and estimates refer to note 4 and detailed notes on the Intangible assets and goodwill (note 7), Investments (note 8), Property, plant and equipment (note 9), Inventories (note 11), Trade and other receivables (note 12), Provision for rehabilitation (note 14) and Share based payment and warrant reserve (note 18).

3. Significant accounting policies

3.1 Change in significant accounting policies

The following standards, amendments and interpretations are new and effective for the year ended 31 December 2025 and have been adopted. None of the IFRS standards below had a material impact on the financial statements.

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the year ended 31 December 2025 and have not been early adopted:

The Directors anticipate that the adoption of these standards and the interpretations in future periods will not have a material impact on the financial statements of the Group.

3.2 Basis of consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control. This is evidenced with RHA Tungsten (Private) Limited which the Group owns 49% of but is consolidated into the Group (note 4.8).

Subsidiaries are consolidated, using the acquisition method, from the date that control is gained and non-controlling interests are apportioned on a proportional basis.

When necessary, amounts reported by subsidiaries have been adjusted to conform to the Group's accounting policies.

3.3 Business combinations and goodwill

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

3.4 Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

3.5 Non-controlling interests ("NCI")

Non-controlling interests are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

3.6 Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

3.7 Foreign currency

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into dollars at the exchange rates at the dates of the transactions.

Foreign currency differences are recognised in Other Comprehensive Income ("OCI") and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

Where the functional currency of a company is in a hyperinflationary economy IAS 29 Financial Reporting in Hyperinflationary Economies is applied. Under this standard the results are restated to reflect the current cost of the various elements of the financial statements. For the Statement of comprehensive income the cost of sales and depreciation are recorded at current costs at the time of consumption; sales and other expenses are recorded at their money amounts when they occurred. Therefore all amounts need to be restated into the measuring unit current at the end of the reporting period by applying a general price index.

Monetary items stated in the Statement of financial position that are stated at current cost are not restated because they are already expressed in terms of the measuring unit current at the end of the reporting period. All non-monetary items in the statement of financial position are restated by applying an index at the time of their acquisition to the reporting date. Any resulting gain or loss on the net monetary position is included in profit or loss reserve.

In accordance with IAS29, corresponding figures for the previous reporting period, whether they were based on a historical cost approach or a current cost approach, are restated by applying a general price index so that the comparative financial statements are presented in terms of the measuring unit current at the end of the reporting period. Information that is disclosed in respect of earlier periods is also expressed in terms of the measuring unit current at the end of the reporting period.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

3.8 Discontinued operation

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation had been discontinued from the start of the comparative year.

3.9 Revenue

Performance obligations and service recognition policies

Revenue is measured based on the consideration specified in a contract with a customer in line with IFRS 15. The Group recognises revenue when it transfers control over of goods or services to a customer.

The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.

3.10 Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Share-based payment arrangements

The Group operates an equity-settled share option plan and issues warrants from time to time either with direct subscriptions in equity or as finance related packages. The fair value of the service received in exchange for the grant of options or issue of warrants is recognised as an expense or recognised as a deduction from equity or an addition to intangible assets depending on the nature of the services received.

Share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

Fair value is measured by use of the Black Scholes 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.

Any adjustments are recognised through the profit and loss. The fair value is reassessed annually.

3.11 Finance income and finance costs

The Group's finance income and finance costs include:

Interest income and expense is recognised using the effective interest method. Dividend income is recognised in profit or loss on the date on which the Group's right to receive payment is established.

The "effective interest rate" is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset, if the asset is no-longer credit-impaired, then the calculation of interest income reverts to the gross basis.

3.12 Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

3.12.1 Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if certain criteria are met.

3.12.2 Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if certain criteria are met.

3.13 Intangible assets and goodwill

All costs of Exploration and Evaluation ("E&E") are initially capitalised as intangible assets, such as payments to acquire the legal right to explore, costs of technical services and studies, seismic acquisition, exploratory drilling and testing. The costs include directly attributable overheads together with the cost of other materials consumed during the exploration and evaluation phases.

Costs incurred prior to having obtained the legal rights to explore an area are expensed directly to profit or loss as they are incurred.

E&E assets are not amortised.

Intangible assets related to each exploration licence or pool of licences are carried forward, until the existence (or otherwise) of commercial reserves has been determined. Once the technical feasibility and commercial viability of extracting a mineral resource is demonstrable, the related E&E assets are assessed for impairment on an individual licence or cost pool basis, as appropriate, as set out below and any impairment loss is recognised in profit or loss.

The Group considers each licence, or where appropriate, a pool of licences, separately, for the purposes of determining whether impairment of E&E assets has occurred.

Intangible assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. Such indicators include, but are not limited to, those situations outlined in paragraph 20 of IFRS 6 Exploration for and Evaluation of Mineral Resources and include the point at which a determination is made as to whether or not commercial reserves exist.

When impairment indicators exist, the aggregate carrying value is compared against the expected recoverable amount, generally by reference to the present value of the future net cash flows expected to be derived from production of commercial reserves.

When a licence or pool of licences is abandoned or there is no planned future work, the costs associated with the respective licences are written off in full and recognised in profit or loss.

Any impairment loss is recognised in profit or loss and separately disclosed.

3.14 Impairment

3.14.1 Non-derivative financial assets

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit-impaired. A financial asset is "credit-impaired" when one or more events that have a detrimental impact on the estimated future cash flows of the financial assets have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

A 12 months approach is followed in determining the Expected Credit Loss ("ECL").

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures of recovery of the amounts due.

3.14.2 Financial assets measured at amortised cost

The Group considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends.

An impairment loss is calculated as the difference between an asset's carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.

3.14.3 Available for sale financial asset

Impairment losses on available-for-sale financial assets are recognised, only when fair value is less than carrying value and this is significant over a prolonged period, by reclassifying the losses accumulated in the fair value reserve to profit or loss. The amount reclassified is the difference between the acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any impairment loss previously recognised in profit or loss.

3.14.4 Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less cost of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

3.15 Cash and cash equivalents

The Cash and cash equivalents comprises of cash at bank, cash on hand and other highly liquid investments with short term maturities. Cash and cash equivalents are measured at amortised cost. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

3.16 Inventory

Inventory is measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle. The cost of inventories includes the cost of consumables and cost of production. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Inventory consists of mining consumables.

3.17 Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

3.18 Financial instruments

The Group classifies non-derivative financial assets into the following categories: loans and receivables and FVTPL and FVTOCI financial assets.

The Group classifies non-derivative financial liabilities into the following category: other financial liabilities.

3.18.1 Non-derivative financial assets and financial liabilities - Recognition and derecognition

The Group initially recognises loans and receivables on the date when they are originated. All other financial assets and financial liabilities are initially recognised on the trade date when the entity becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Gains or losses on derecognition of financial liabilities are recognised in profit or loss as a finance charge.

Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

3.18.2 Loans and receivables- Measurement

These assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method.

3.18.3 Assets at FVOCI - Measurement

These assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognised in OCI and accumulated in the revaluation reserve.

When these assets are derecognised, the gain or loss accumulated in equity is reclassified to profit or loss.

3.18.4 Non-derivative financial liabilities - Measurement

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.

3.18.5 Convertible loan notes and derivative financial instruments

The presentation and measurement of loan notes for accounting purposes is governed by IAS 32 and IAS 39. These standards require the loan notes to be separated into two components:

This is because the loan notes are convertible into an unknown number of shares, therefore failing the 'fixed-for-fixed' criterion under IAS 32. This requires the 'underlying option component' of the loan note to be valued first (as an embedded derivative), with the residual of the face value being allocated to the debt host liability (refer financial liabilities policy above).

Compound financial instruments issued by the Group comprise convertible notes denominated in dollars that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognised in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised.

3.19 Provisions - Rehabilitation

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

An obligation to incur environmental restoration, rehabilitation and decommissioning costs arises when disturbance is caused by the development or on-going production of a mining property. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalised at the start of each project, as soon as the obligation to incur such costs arises. These costs are recognised in profit or loss over the life of the operation, through the depreciation of the asset and the unwinding of the discount on the provision. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and recognised in profit or loss as extraction progresses.

Changes in the measurement of a liability relating to the decommissioning of plant or other site preparation work (that result from changes in the estimated timing or amount of the cash flow, or a change in the discount rate) are added to or deducted from the cost of the related asset in the current period. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognised immediately in profit or loss. If the asset value is increased and there is an indication that the revised carrying value is not recoverable, an impairment test is performed in accordance with the accounting policy above.

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost in profit or loss.

3.20 Equity

Equity comprises the following:

3.21 Leases

Determining whether an arrangement contains a lease.

At inception of an arrangement, the Group determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Group's incremental borrowing rate.

Assets held under leases are recognised as assets of the Group at the fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between interest expense and capital redemption of the liability. Interest is recognised immediately in the statement of comprehensive income unless attributable to qualifying assets, in which case they are capitalised to the cost of those assets.

Exemptions are applied for short life leases and low value assets made under operating leases charged to the statement of comprehensive income on a straight line basis over the period of the lease.

Payments made under non-capitalised leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

3.22 Operating segments

Segmental information is provided for the Group on the basis of information reported internally to the chief operating decision-maker for decision-making purposes. The Group considers that the role of chief operating decision-maker is performed by the Group's board of directors. 

4. Significant accounting judgements, estimates and assumptions

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

4.1. Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is included in the following notes:

4.2. Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the year ended 31 December 2025 is included in the following notes:

4.3. Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

4.4 Recoverability of exploration and evaluation assets

Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IFRS 6 Exploration for and Evaluation of Mineral Resources. If there is any indication of potential impairment, an impairment test is required based on value in use of the asset or fair value less cost to sell.

The carrying amount of exploration and evaluation assets at 31 December 2025 amounted to $4.686 million (2024: $4.686 million). Refer to note 7 for the assumptions used.

4.5 Recoverability of RHA Cash-Generating Unit "CGU"

Determining whether a CGU is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IAS36 Impairment of Assets. If there is any indication of potential impairment, an impairment test is required based on the greater of fair value less cost of disposal, and, value in use of the asset. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value.

During 2017 the operating losses at RHA were higher than predicted due to operations in the open pit and underground failing to deliver both the ore volumes and the anticipated grade. The operating losses are an indicator of potential impairment. In December 2017, due to the lower ore delivery, anticipated grade and operating losses, the Board of Directors decided to place the RHA Tungsten mine under care and maintenance.

As a result, management completed an impairment review.

The impairment review concluded that four months further capex will be required in order to open the existing underground mining of 6 000 tons per month run of mine ore. Concurrently additional plant upgrades and a connection to the national grid would result in a 40 000 ton per month run of mine ore operation. A further option to construct a new decline vehicle access was not considered during this review.

Key assumptions used in calculating the initial impairment included:

As the mine is not operating, these assumptions were not revisited and the mine remains fully impaired.

Sensitivity analysis was conducted on the volume, grade, concentrate production per month and APT price assumptions in the model.

The management of RHA continue to engage with NIEEF about the future of RHA.

4.6 Recoverability of the Zulu Cash- Generating Unit "CGU"

Determining whether a CGU is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IAS36 Impairment of Assets. If there is any indication of potential impairment, an impairment test is required based on the greater of fair value less cost of disposal, and, value in use of the asset. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value.

During the 2025 financial year, the Zulu property, plant and equipment was upgraded as described in the prior year annual financial statements. After extensive consultation with our equipment suppliers and external experts, management decided to, temporarily, suspend using the existing spodumene floatation circuit. This was done to allow the original equipment manufacturer time to perform its own test work and determine the best operating parameters for its floatation circuit. Simultaneously, a secondary spodumene floatation circuit was identified for procurement. The type of technology identified is commonly used on similar mining operations in Zimbabwe in the spodumene mining industry. As of the date of this report, the initial results from the new floatation circuit have yielded results in line with our expectations.

Management have assessed the state and status of the Zulu property, plant and equipment and Zulu as a CGU, and are of the opinion that any form of impairment assessment on the Zulu CGU is premature as the commissioning of the processing plant has yet to be completed.

4.7 Estimation of useful life for mine assets

Mine assets are depreciated /amortised on a straight-line basis over the life of the mine concerned. Judgement is applied in assessing the mine's useful life and in the case of RHA, the Group's only operating concern, is based on the initial Preliminary Economic Assessment ('PEA') first published in August 2013 that initially modelled an 8 year life of mine. The life of mine reassessed annually based on levels of production.

4.8 Basis of consolidation

RHA

During 2013, Premier concluded a shareholders' agreement with NIEEF whereby NIEEF acquired 51% of the shares of RHA. The principal terms of the agreement are as follows:

At the financial year-end, two directors of RHA were from the Premier Group and three directors from NIEEF. There is no majority vote at board level and Premier still retains operational and management control through its shareholders' agreement. Following the assessment, the Directors concluded that Premier, through its wholly owned subsidiary ZimDiv, retained control and should continue to consolidate 100% of RHA and recognise non-controlling interests of 51% in the consolidated financial statements.

4.9 Valuations

5. Going Concern

These consolidated financial statements are prepared on the going concern basis. The going concern basis assumes that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities and commitments in the normal course of business.

The Directors have prepared detailed cash flow forecasts covering the eighteen-month period ending 31 December 2027. These forecasts take into account the Group's anticipated working capital requirements, forecast operating cash flows, capital expenditure requirements, available financing alternatives and the funding necessary to continue the development of the Group's principal assets.

The Group has an operating loss from continuing operations amounting to $8.041 million (2024: $17.124 million) and negative cash flows from operation amounting to $7.162 million for the year ended 31 December 2025 (2024: negative cash flows from operation amounting to $10.017 million).

As at 31 December 2025, current liabilities exceeded current assets by $57.866 million (2024: $52.764 million). The Group raised $11.416 million (2024: $12.775 million) in net funding through share subscriptions to fund the commissioning of the Zulu plant and development work at the Zulu mine, general group maintenance and preservation of assets and to investigate and assess potential diversification, through potential investments in cash generating assets, as discussed above. 

The Directors have prepared a cash flow forecasts for the 18-month period ended 31 December 2027. These key assumptions of this forecast are as follows:

The Group

The Directors consider the successful extension of the Long Stop Date under the Addendum to the Offtake and Prepayment Agreement entered into with Canmax Technologies Co., Ltd. on 5 January 2026 to be the single most significant assumption underpinning the Group's going concern assessment.

The Directors believe that securing this extension is fundamental to the Group's ability to continue as a going concern as it provides the Company with the necessary period to complete the optimisation of the new flotation circuit, demonstrate sustained operational performance and continue discussions regarding future funding and strategic investment. Discussions with Canmax remain ongoing and constructive and the Directors continue to believe that an extension can be agreed on terms acceptable to both parties. However, until such extension has been formally executed, this represents a material assumption within the Group's forecasts.

The forecasts further assume that:

RHA

Zulu

Other Group Assets

After careful consideration of the assumptions set out above, the Directors are satisfied that it remains appropriate to prepare the consolidated financial statements on a going concern basis.

However, the successful extension of the Long Stop Date and the subsequent securing of sufficient funding to continue the Group's planned activities represent material assumptions underpinning the Directors' forecasts. Should the Long Stop Date not be extended, or should the Group be unable to secure the funding necessary to continue its planned activities, a material uncertainty would exist that may cast significant doubt upon the Group's ability to continue as a going concern. Accordingly, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

6. Operating segments

The Group has the following three reportable segments that are managed separately due to the different jurisdictions.

Segmental results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

*Represents 100% of the results and financial position of RHA Tungsten (Private) Limited ("RHA") whereas the Group owns 49%. Non-controlling interests are disclosed in note 19.

7. Intangible assets

During 2021, the market conditions for lithium improved substantially. This improvement enabled management to revisit the assumptions surrounding the impairment of the Zulu Lithium Exploration and Evaluation assets. Based upon the current market conditions and associated assumptions, management reversed the impairment of the Zulu Lithium's Exploration and Evaluation assets.

During 2020, the company acquired a portfolio of hard-rock lithium assets located in Zimbabwe and Mozambique from Lithium Consolidated Ltd ("Li3").

During 2025, $nil (2024: $nil) was expended to purchase an option to conduct exploration on Turwi Gold.

Zulu Lithium and Tantalite Project

During the year $nil (2024: $nil) exploration costs were incurred and capitalised to Zulu. The Group views this project as strategic and exploration work will be continued in the future, cash flow permitting.

Key assumptions applied in calculating the discounted cash flow analysis included:

During March 2021, the EPO was granted and a DFS commenced. Subsequently, the identified resource and the economics of the project indicated that the project was viable and The Group commenced developing the Zulu mine.

For additional information on events after the reporting date, refer to note 31.

8. Investments

(1) Represents 5 million shares in unlisted entity Circum.

(2) As Circum is unlisted there are no quoted markets. The fair value of the Circum shares was derived using the previous issue price and validating it against the most recent placing price on 30 December 2022 of $0.10 per share. In March 2022, the shares were sold at book value to Vortex Limited in exchange for shares in Vortex Limited.

(3) Represents a purchase of 19.9% interest in MNH.

(4) The investment in Vortex Limited was fully impaired based upon the Ethiopian economic conditions of the underlying asset, being Circum Minerals.

The shares are considered to be level 3 financial assets under the IFRS 13 categorisation of fair value measurements.

Premier continues to have an indirect interest in 5,010,333 shares in Circum held by Vortex and is currently valued in total at $nil (2024: $nil).

Premier's investment in Vortex is classified as FVOCI and as such is required to be measured at fair value at each reporting date. As Vortex is unlisted there are no quoted market prices.

Premier's investment in MNH is classified as FVOCI and as such is required to be measured at fair value at each reporting date. As MNH is unlisted there are no quoted market prices. The fair value of the MNH shares was fully impaired based on their most recently available financial information.

Sensitivity analysis

The investments are subject to changes in market prices. A 10% reduction in market prices would result in a $nil (2024: $nil) charge to Other Comprehensive Income.

9. Property, plant and equipment

 10. Loans receivable

During the year, the Group continued its 50:50 joint venture exploration agreement with Li3 Lithium Corp to develop the Licomex claims. The loan value represents the amount due by Li3 Lithium Corp's in excess of their share of the expenses incurred on this project.

11. Inventories

12. Trade and other receivables