Final Results

RNS Number : 4524K

Emmerson PLC

30 June 2026

 

 

 

Emmerson PLC / Ticker: EML / Index: AIM / Sector: Mining

30 June 2026

Emmerson PLC ("Emmerson" or the "Company")

2025 Financial Results

 

Emmerson, the Moroccan-focused potash development company, is pleased to announce its 2025 audited results.

The Company's 2025 Annual Report and Accounts will be available on the Company's website at www.emmersonplc.com. Hard copies will be posted to the Company's shareholders.

 

2025 Highlights:

 

· In January, funding of US$11 million was secured from a leading litigation funder to satisfy litigation funding requirements and for general working capital purposes.

· In March, the Company drew down the first tranche of funding under the Capital Provision Agreement.

· In May, a formal Request for Arbitration was submitted to the International Centre for the Settlement of Investment Disputes to seek compensation as a result of Morocco's breaches of its obligations under the Bilteral Investment Treaty with respect to the Khemisset Potash Project. 

· The total loss for the year was US$1,445k (2024: loss US$26,076k)

 

 

2026 Updates:

 

· On 22 January, the Company provided an update on the arbitration:

o  The arbitration panel was fully constituted in Q4 2025.

o  In December 2025, an initial hearing was held and the Tribunal determined a number of procedural matters with a timetable for the initial phase of the arbitration determined.

· In March, the Company completed a successful £750,000 placing and subscription, alongside raising gross proceeds of £100,000 through a WRAP Retail Offer (together, the "Fundraise").

o  The proceeds of the Fundraise will be used to cover the costs of remediation of the site of the Mine de Centre and to pay invoices for completed engineering work and supplementary consultancy work in preparation of the legal case.

o  The Fundraise also strengthens the Company's financial position while navigating the arbitration process.

· On 30 March the Company submitted its Memorial in relation to the arbitration process, outlining the Company's case in full, including legal arguments and supporting evidence. This included a claim for damages amounting to US$1.215bn net of local taxes and including interest.

· Emmerson's patent application concerning the Khemisset Multi-mineral Process (KMP) was successfully granted patent status in the United Kingdom.

 

Outlook

· The priority for 2026 remains to work with our legal advisors on advancing the arbitration process.

 

**ENDS**

For further information, please visit www.emmersonplc.com, follow us on Twitter (@emmerson_plc), or contact:

 

Emmerson Plc Graham Clarke / Hayden Locke	+44 (0)207 138 3204
Panmure Liberum Limited (Nominated Advisor and Joint Broker) Scott Mathieson / Jamie Anderson	+44 (0)20 3100 2000
VSA Capital Limited (Joint Broker) Andrew Monk / Andrew Raca	+44 (0)20 3005 5000

 

 

Market Abuse Regulation (MAR) Disclosure

 

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.

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

 

Following the Company announcement on 1 November 2024 that it had informed the Government of The Kingdom of Morocco ("the Government") that there was an investment dispute between the Company and the Government, arising out of various breaches by the Government of the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the Kingdom of Morocco for the Promotion and Protection of Investments ("BIT"), the focus for 2025 was the progression of the dispute as advised by Boies Schiller Flexner LLP the litigation counsel for the Company.

 

The Company was able to secure litigation funding in a relatively short period of time, and on 2 January 2025 announced that funding of US$11 million had been secured from a leading litigation funder. In summary the funding arrangement provided the following:

 

· Up to US$11,000,000 to be drawn down in tranches, at the Company's request, to satisfy litigation funding requirements and for general working capital purposes;

· The Funding to be provided on a non-recourse basis and the Funding Party to receive no return if the arbitration claim is unsuccessful; and

· In the case of a successful settlement or award, the return to the Funding Party shall be based upon the greater of a multiple of the final drawn-down amount or a percentage of the final award.

 

During March 2025, the Company drew down the first tranche of funding and alongside this, as part of the funding arrangement granted certain securities and charges over their assets to the funding counterparty in relation to the amounts to be drawn down. The granting of such security is considered ordinary course for litigation funding arrangements and shall not be enforced so long as the Company continues to meet its obligations under the Capital Provision Agreement ("CPA") as intended.

 

Following the securing of the funding at the beginning of the year, work commenced on the case and the formal Request for Arbitration ("RFA") was submitted to the International Centre for the Settlement of Investment Disputes at the beginning of May 2025.

 

In the RFA, the Company set out that the Claimants seek compensation for the loss and damage they sustained as a result of Morocco's breaches of its obligations under the BIT, including (i) Morocco's expropriation of the Project in violation of Article 6(1) of the BIT, and (ii) Morocco's breach of its obligations to accord the Claimants fair and equitable treatment, to provide full protection and security to the Claimants and their investments, and to refrain from impairing the Claimants' investments by discriminatory measures under Article 2(2) of the BIT.

 

The International Centre for Settlement of Investment Disputes ("ICSID") Secretary-General registered the RFA on 23 May 2025. 

 

During August, Stanimir A Alexandrov, a Bulgarian national, accepted his appointment by the Claimants as arbitrator and Zachary Douglas KC, a national of Australia and Switzerland, accepted his appointment by the Respondent as arbitrator.

 

The arbitration panel was fully constituted during the fourth quarter following the appointment of a President; Laurent Lévy, a national of Switzerland and Brazil.

 

On 16 December 2025, an initial hearing was held and the Tribunal determined a number of procedural matters. A timetable for the initial phase of the arbitration was determined. As a result, the Company was required to submit its Memorial by the end of Q1 2026.

 

The Company submitted the Memorial, which outlines the Company's case in full, including legal arguments, supporting evidence and the claim for compensation of US$1.215 billion net of taxes and including interest, at the end of March 2026.

 

Graham Clarke

Chief Executive Officer

30 June 2026

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025

 

		2025	2024
	Note	US$'000	US$'000
Continuing operations
Other income	2.4,4	2,167	-
Administrative expenses	3	(1,642)	(4,438)
Impairment	2.16, 8, 9	-	(21,103)
Legal expenses	4	(1,809)	-
Share-based payment expense	14	(143)	(270)
Net foreign exchange gain/(loss)		(78)	(18)
Operating loss		(1,505)	(25,829)
Finance cost		(18)	(5)
Loss before tax		(1,523)	(25,834)
Income tax	6	-	64
Loss for the year attributable to equity owners		(1,523)	(25,770)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange gain/(loss) on translating foreign operations		78	(306)
Total comprehensive loss attributable to equity owners		(1,445)	(26,076)
Earnings per share (cents)
Basic and diluted	7	(0.118)	(2.319)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT

31 DECEMBER 2025

 

		2025	2024
	Note	US$'000	US$'000
Non-current assets
Intangible assets	2.10,8	-	-
Property, plant and equipment		-	-
Total non-current assets		-	-
Current assets
Trade and other receivables	9	119	762
Cash and cash equivalents		650	923
Total current assets		769	1,685
Total assets		769	1,685
Non-current liabilities
Long-term liabilities	11	(189)	(354)
Total non-current liabilities		(189)	(354)
Current liabilities
Trade and other payables	10	(935)	(472)
Total current liabilities		(935)	(472)
Net (liabilities)/assets		(355)	859
Shareholders equity attributable to equity owners
Share capital	13	38,552	38,464
Share-based payment reserve	14	577	1,202
Reverse acquisition reserve		2,234	2,234
Retained earnings		(41,275)	(40,520)
Translation reserve		(443)	(521)
Total equity		(355)	859

 

These financial statements were approved by the Board on 30 June 2026 and signed on their behalf by:

 

 

Graham Clarke

Director

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

US$'000	Share Capital	Share-based payment reserve	Reverse Acquisition reserve	Retained earnings	Translation reserve	Total equity
Balance at 1 January 2024	34,958	1,633	2,234	(15,451)	(215)	23,159
Loss for the year	-	-	-	(25,770)	-	(25,770)
Other comprehensive income:
FX loss translating foreign operations	-	-	-	-	(306)	(306)
Total comprehensive loss	-	-	-	(25,770)	(306)	(26,076)
Fair value of share options/warrants	-	270	-	-	-	270
Shares issued in year	3,629	-	-	-	-	3,629
Cost of issuing shares	(123)	-	-	-	-	(123)
Options/warrants expired	-	(701)	-	701	-	-
Total transactions with owners	3,506	(431)	-	701	-	3,776
Balance at 31 December 2024	38,464	1,202	2,234	(40,520)	(521)	859
Loss for the year
Other comprehensive income:	-	-	-	(1,523)	-	(1,523)
Other comprehensive loss	-	-	-	-	78	78
Total comprehensive loss	-	-	-	(1,523)	78	(1,445)
Fair value of share options/warrants	-	143	-	-	-	143
Shares issued in year	88	-	-	-	-	88
Options/warrants expired	-	(768)	-	768	-	-
Total transactions with owners	88	(625)	-	(755)	-	(1,214)
Balance at 31 December 2025	38,552	577	2,234	(41,275)	(443)	(355)

 

 

The nature of the reserves are described in note 15.

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

 

 

	Notes	2025	2024
		US$'000	US$'000
Cash flows from operating activities
Loss before tax		(1,523)	(25,834)
Adjustments:
Foreign exchange		78	18
Taxation	6	-	64
Intangible asset impairment	8	-	20,352
VAT receivable impairment	9	-	751
Directors' remuneration settled in shares	5	88	90
Share-based payment - fair value of options	14	143	270
Depreciation	3	-	16
Changes in working capital
Decrease in trade and other receivables		643	212
Increase in trade and other payables		240	477
Net cash flows used in operating activities		(331)	(3,584)
Cash flows from investing activities
Exploration expenditure	8	-	(201)
Net cash flows used in investing activities		-	(201)
Cash flows from financing activities
Net proceeds from allotment of shares	13	-	2,771
Net cash flows generated from financing activities		-	2,771
Decrease in cash and cash equivalents		(331)	(1,014)
Cash and cash equivalents at beginning of year		923	1,937
Foreign exchange on cash and cash equivalents		58	-
Cash and cash equivalents at end of year		650	923

 

There were no major non-cash transactions during the year.

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

 

1. General information

Emmerson PLC (the "Company") is a company incorporated and domiciled in the Isle of Man, whose shares have since 27 April 2021 been listed on AIM.

 

The principal activity of the Group is the pursuance of a dispute with the Moroccan Government regarding the Khemisset Potash project, and the development of the Company's proprietary potash processing technology known as KMP. In previous years, the principal activity was the development of the Khemisset Potash project, however the rejection of the Company's environmental permit application in October 2024 necessitated a change in strategy.

 

2. Basis of preparation

2.1.  GeneralThe Company and Group's Financial Statements have been prepared in accordance with UK-adopted international accounting standards ("UK-IAS"). The financial statements have been prepared under the historical cost convention except for the revaluation of certain financial instruments that are measured at fair value.2.2.  Functional and presentational currency

The financial information of the Group is presented in US dollars to the nearest thousand.

 

The individual financial statements of each of the Company's wholly-owned subsidiaries are prepared in the currency of the primary economic environment in which they operate (functional currency), these being US dollar and Moroccan Dirhams.

2.3.  Basis of consolidation

The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries.

 

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

 

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

· The contractual arrangement with the other vote holders of the investee;

· Rights arising from other contractual arrangements; and

· The Group's voting rights and potential voting rights

 

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the Group Financial Statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

 

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full.

 

All the Group's companies have 31 December as their year-end. Consolidated financial statements are prepared using uniform accounting policies for like transactions.

2.4.  Other Income recognition

The financial statements have been prepared in accordance with UK International Financial Reporting Standards ("UK-IAS") and on the historical cost basis, except where otherwise stated.

 

Income is recognised when it is probable that the economic benefits will flow to the Company and the amount can be measured reliably, in accordance with UK-IAS.

 

On 2 January 2025, the Company entered into a litigation funding agreement with a third‑party litigation funder ("the funder"), under which the funder agreed to settle legal fees incurred by the Company directly with the legal service provider. The legal services are contracted by the Company, and the related legal expenses are recognised as they are incurred. Amounts settled by the funder on behalf of the Company are not recognised as income at the time the legal invoices are received. Instead, income is recognised only when the funder settles the legal fees and the Company's obligation to the legal service provider is extinguished. This reflects the point at which an economic benefit is realised by the Company.

 

Income arising from such funding arrangements is presented within other income in the statement of profit or loss.

 

Other income for the year ended 31 December 2025 comprises amounts recognised in respect of litigation funding settlements, being legal fees settled directly by the litigation funder on the Group's behalf. During 2025, other income of US$2,167k includes US$1,317k relating to legal invoices settled by the funder (refer note 4) and US$850k relating to amounts settled by the funder as working capital in accordance with the funding arrangements. There was no other income recognised in 2024.

 

Management has assessed the funding arrangement and determined that income recognition at the point of settlement by the funder provides a faithful representation of the transaction in accordance with IAS 1.

2.5.  Going concern

As at 31 May 2026 the Group had cash and cash equivalents of US$0.65 million. On 2 January 2025, the Company signed a Capital Provision Agreement ("CPA") with a specialist litigation funding firm to provide up to US$11.0 million in both litigation finance capital and working capital for the Company.

 

The Company has prepared a cashflow forecast to December 2027 setting out the expected financial commitments related to the running of the Group in its reduced scale, and the legal and other advisory expenses related to the ongoing dispute with the Moroccan government.

 

The outcome of the litigation is expected to take at least 12 months from the date of this report, and possibly significantly longer. Litigation costs can therefore be anticipated with confidence, and ongoing operating costs have been reduced significantly in order to conserve cash.

 

If the legal case is resolved through negotiation out of court, this may occur sooner, but would be likely to be a favourable outcome for the Company that would likely result in either a cash settlement, or if in the form of an alternative beneficial arrangement, would put the Company in a stronger position such that its ability to raise funds would be significantly improved.

 

The Company will not commit to further material financial obligations for at least the 12 months from the date of this report in order to protect its Going Concern position.

 

Should the legal case be decided against the Company, then EML would undoubtedly face a challenge in determining its next course of action. Such options could include continuing to appeal the case, or deciding to focus on other business opportunities, including the marketing of the KMP. However, as such an outcome is not expected to be in the 12 months from the date of this report, it is not considered a risk to the Going Concern basis.

 

Based on a review of the cashflow forecast, the Board is satisfied that the existing cash and funding facility are more than sufficient to meet the Company's outgoings for at least 12 months from the date of this report, and therefore believe the Going Concern basis is appropriate for the preparation of the financial statements.

2.6.  Changes in accounting policies

Standards, interpretations and amendments to published standards effective from 1 January 2025

At the date of approval of these financial statements, the following standards and interpretations, were issued:

· Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates (effective 1 January 2025)

 

Standards, interpretations and amendments to published standards not yet effective

At the date of approval of these financial statements, the following standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective:

· Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosure (effective 1 January 2026)

· Annual Improvements to IFRS Accounting Standards - volume 11 (effective 1 January 2026)

· IFRS 18: Presentation and Disclosure in Financial Statements (effective 1 January 2027)

 

The Company is assessing the effect of these new and amended standards and interpretations, which are in issue but not yet mandatorily effective, but their impact is currently not expected to be material.

2.7.  Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.

 

The Directors are of the opinion that the Group is engaged in a single segment (2024: single segment) of business being the ongoing dispute with the Moroccan Government over the Khemisset Potash Project.

 

The Chief Operating Decision Maker is the CEO Graham Clarke, reporting to the Board of Directors.

2.8.  Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another.

 

(a) Financial assets

Initial recognition and measurement

Financial assets are classified at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income ("OCI"), or fair value through profit and loss.

 

The classification of financial assets at initial recognition that are debt instruments depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

 

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest ("SPPI")' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

 

The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

· Financial assets at amortised cost (debt instruments)

· Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

· Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

· Financial assets at fair value through profit or loss

 

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met:

· The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

· The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Financial assets at amortised cost are subsequently measured using the effective interest rate ("EIR") method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group's financial assets at amortised cost include trade receivables (not subject to provisional pricing) and other receivables.

 

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group's consolidated statement of financial position) when:

· The rights to receive cash flows from the asset have expired; or

· The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

Impairment of financial assets

The Group recognises an allowance for expected credit losses ("ECLs") for all debt instruments not held at fair value through profit and loss. For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

 

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group.

 

A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity. At each reporting date, the Group assesses whether financial assets carried at amortised cost 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 asset have occurred.

 

 (b) Financial liabilities

Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss, or as appropriate. All financial liabilities are recognised initially at fair value and net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables and loans.

 

Subsequent measurement

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

· Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

 

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income. This category generally applies to trade and other payables.

 

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

2.9.  Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantively enacted by the balance sheet date.

 

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, determined using tax rates that are expected to apply when the related deferred tax asset or liability is realised or settled. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

2.10. Intangible assets - exploration and evaluation expenditure

Exploration expenditure comprises all costs which are directly attributable to the exploration of a project area and research costs. 

 

When it has been established that a mineral deposit has development potential and the Group has the rights to explore, all costs (direct and applicable overheads) incurred in connection with the exploration and development of the mineral deposits are capitalised until either production commences, or the project is not considered economically viable.

 

In the event of production commencing, capitalised costs in respect of the asset are transferred into Tangible Fixed Assets, and are depreciated over the expected life of the mineral reserves on a unit of production basis. Other pre-trading expenses are written off as incurred.

 

For the purposes of impairment testing, intangible assets are allocated to specific projects with each licence and reviewed annually. Where a project is abandoned or is considered to be of no further interest, the related costs are written off.

 

Intangible assets are subject to amortisation and are tested annually for impairment, where indicators of impairment are considered to be present in accordance with IFRS 6. The recoverability of all exploration costs, licenses and mineral resources is dependent on the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production, or proceeds from the disposition thereof.

 

Expenditure on research and development, such as for the KMP, including test work and patent applications, is recognised as an intangible asset under IAS 38 once both the technical and economic viability of such research can be demonstrated. Until that time, costs are expensed as incurred.

 

Capitalised intellectual property costs will be amortised over their economic life, once that period has been realistically established.

2.11. Contingent assets

Contingent assets are assets that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of future events not wholly within the control of the Company. Contingent assets are not recognised in the Statement of Financial Position but are disclosed in the notes to the financial statements when an inflow of economic benefit is probable.

2.12. Contingent liabilities

A contingent liability is a possible or present obligation that does not meet the criteria for recognising in the accounts because it is either:

a) A possible obligation (i.e. one not yet confirmed to actually be a present obligation, with any degree of certainty) that arises from past events and where the final outcome will be contingent on one or more uncertain future events, not wholly within the control of the entity; or

b) A present obligation that arises from past events but is not recognised because the loss is not probable or the amount of the obligation cannot be measured with sufficient reliability.

 

Litigation Funding Arrangements

Funds advanced under litigation funding arrangements are non-recourse and are not repayable if the associated legal claim is unsuccessful. Upon a successful outcome, the funder is entitled to a return based on either a multiple of the funds advanced or a percentage of settlement proceeds. Any obligation arising under such arrangements is contingent upon the outcome of the legal proceedings and is therefore treated as a contingent liability until the relevant triggering event occurs.

 

2.13. Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand and deposits held at call with financial institutions.

2.14. Foreign currencies

Assets and liabilities in foreign currencies are translated into US$ at the rates of exchange ruling at the Statement of Financial Position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating result.

 

On consolidation of a foreign operation, assets and liabilities are translated at the closing rate at the date of the Statement of Financial Position. Income and expenses for each Statement of Comprehensive Income presented are translated at average exchange rates. All resulting exchange differences are recognised in other comprehensive income and accumulated in equity.

2.15. Share-based payment arrangements

The Group operates equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of employee services received in exchange for the grant of share options are recognised as an expense. The total expense to be apportioned over the vesting period is determined by reference to the fair value of the options granted:

 

· including any market performance conditions;

· excluding the impact of any service and non-market performance vesting conditions; and

· including the impact of any non-vesting conditions.

 

Any non-market performance and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period the Group revises its estimate of the number of options that are expected to vest.

 

The Group recognises the impact of the revision of original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

 

When options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. Where options lapsed unexercised or are forfeited, the cumulative amount previously recognised in the share-based payment reserve in respect of those awards is transferred to retained earnings. Any unrecognised expense relating to those awards is reversed through profit or loss in the period of forfeiture.

 

The fair value of goods or services received in exchange for shares is recognised as an expense and included within administrative expenses.

2.16. Critical accounting estimates and judgements

The preparation of financial statements in conformity with UK-IAS 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 areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed below:

 

a) Recoverability of intangible assets

The Group tests annually for impairment or more frequently if there are indications that the intangible assets might be impaired.

 

IFRS 6 requires entities recognising exploration and evaluation assets to perform an impairment test on those assets when specific facts and circumstances indicate an impairment test is required. The assessment involves judgement as to the status of licenses and the likelihood of renewal of exploration licenses which expire in the near future. Where impairment indicators are present, the Group is required to evaluate the future cash flows expected to arise from the cash-generating unit and the suitable discount rate in order to calculate the present value.

 

The Directors therefore undertook an assessment of the following areas and circumstances that could indicate the existence of impairment in accordance with IFRS 6:

· The Group's right to explore in an area has expired, or will expire in the near future without renewal;

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

· A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; or

· Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.

 

In October 2024, the Company received the news that its ESIA application had been rejected and that no further appeals could be made. The Company believes that this decision, and its treatment over the preceding years by the Moroccan authorities, to have been contrary to its legal rights, and has thus initiated a dispute in this matter.

 

Notwithstanding the Board's confidence in its position, and the expectation that this dispute will be resolved in a positive way (whether through an amicable settlement or through litigation), the final rejection of the ESIA represents a clear indicator of impairment in the context of several of the criteria under IFRS 6, and accordingly the Company has recognised an impairment provision of US$20.4 million, the full carrying value of the Fixed Assets in respect of the Khemisset Project, at the time of the rejection.

 

Following this impairment, the carrying value of Group's exploration and evaluation intangible assets in relation to the Khemisset Project at 31 December 2025 was US$nil (2024: US$nil million).

 

b) Share-based payments

The Group has made awards of options on its unissued share capital to certain Directors and employees as part of their remuneration package.

 

The valuation of these options involved making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and interest rates. These assumptions are described in more detail in note 13.

 

There was a charge to the Statement of Comprehensive Income during the year in relation to share based payments of US$143k (2024: US$270k).

 

3. Expenses by nature

		2025	2024
		US$'000	US$'000
Directors' fees (note 5)		102	599
Depreciation		-	16
Travel and accommodation		3	2
Auditor's remuneration		47	63
Employment costs		70	702
Professional and consultancy fees		1,421	1,055
Other costs		-	2,001
Administrative expenses		1,642	4,438

 

Other costs include restructuring costs and other expenditure in Morocco that have been expensed to the income statements in the year following the suspension of activities in that country. In prior years, a large portion of costs in Morocco related to the development of the Khemisset project and had therefore been capitalised in accordance with the Company's policies.

 

4. Litigation expenses

On 2 January 2025, the Company announced that it had signed a Capital Provision Agreement ("CPA") with a specialist litigation funding firm to provide up to US$11.0 million in both litigation finance capital and working capital for the Company (the "Funding"). Funds advanced under the CPA can be used to settle legal fees connected with the case, as well as for general working capital purposes, subject to approvals. As part of the funding arrangement granted certain securities and charges over their assets to the funding counterparty in relation to the amounts to be drawn down. 

 

Funds advanced are non-recourse and are not repayable in the event of the legal case being lost. If the case has a successful outcome, the litigation funding firm will receive capital a capital entitlement based on multiples of the amounts advanced, or a percentage of the total settlement, depending on the timing and quantum of the settlement.

 

Because the funds advanced confer present benefits whose value can be quantified, these advances are recognised as Other Income. The balance of entitlements under the CPA will be recognised upon settlement of the legal case, as a reduction against the final award.

 

During the period, the Company incurred litigation expenses of US$1,809k, of which US$1,317k were settled through advances and has been recognised as Other Income. The balance of US$492k has been recorded as a Current Liability at the year end, pending settlement by the funding. The Company received a further US$800k during the period to cover working capital.

 

5. Directors' remuneration

Details of Directors' remuneration during the year are as follows:

 

US$'000	2025				2024
	Salary	Bonus	Shares	Total	Salary	Bonus	Shares	Total
Graham Clarke	-	-	44	44	286	-	50	336
James Kelly1	-	-	-	-	85	-	-	85
Rupert Joy1	-	-	-	-	43	-	-	43
Hayden Locke	-	-	22	22	43	-	25	68
Robert Wrixon	80	-	22	102	42	-	25	67
Total	80	-	88	168	499	-	100	599

1 James Kelly and Rupert Joy both stood down on 28 October 2024

 

During 2025, certain directors were awarded shares in order to ensure their continued engagement and alignment with shareholders' interests, while preserving cash.

 

To retain the services of certain Directors and members of the Company's management team who are important to the Company's ongoing management and the progress of the litigation, and who have important historical information and knowledge to contribute towards the litigation, the Company has established a long-term Management Incentive Program (the "MIP"). The retention of the assistance of the Directors and member of the Company's management team for the litigation through the MIP will allow the Company to maintain its compliance with the terms of the CPA.

 

In line with recent litigation funding cases, the named members of the MIP will be entitled to 6%, in aggregate, of any monies awarded as damages to the Company ("Management Entitlement Amount") through arbitration or any other means, including early settlement. No amount has been recognised as at 31 December 2025, as the relevant recognition criteria have not yet been met and there remains insufficient certainty regarding the timing and outcome of the underlying matter

 

Graham Clarke and Hayden Locke received fees for consultancy services which are disclosed within note 16. During 2025, certain Directors received shares as part of their remuneration (see note 13).

 

6. Income tax

	2025	2024
	US$'000	US$'000
Current tax: Tax credit	-	64
Total taxation credit/(charge)	-	64

Reconciliation of income tax

	2025	2024
	US$'000	US$'000
Loss before tax	(1,523)	(25,834)
Loss before tax multiplied by domestic tax rates applicable to losses in the respective countries	(265)	(3,591)
Effects of:
Impairment	28	2,946
Adjustments to align Moroccan GAAP with IFRS	(116)	(127)
Disallowed expenditures	50	8
R&D tax received	-	64
Other losses on which no deferred tax is recognised	64	633
Tax losses used up	239	131
Total taxation credit/(charge)	-	64

 

The weighted average applicable tax rate was 17.37% (2024: 13.96%). Emmerson PLC is registered for taxation in the United Kingdom, where the corporation tax rate was 25%. Morocco has a 20% tax rate applicable to mining companies, including Emmerson's Moroccan subsidiaries, while the British Virgin Islands have a tax rate of 0%.

 

A deferred tax asset has not been recognised in respect of deductible temporary differences relating to certain losses carried forward at the year end, as there is insufficient evidence that taxable profits will be available in the foreseeable future against which the deductible temporary difference can be utilised.

 

The unrecognised deferred tax asset for the Group was approximately US$6,062k (2024: US$6,154k). The unrecognised deferred tax asset relating to Moroccan tax losses amounted to approximately US$1,729k (2024: US$2,004k).

 

7. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

	2025	2024
Loss from continuing operations for the year attributable to the equity holders of the Company (US$'000)	(1,523)	(25,770)
Number of shares
Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share	1,293,866,195	1,111,428,463
Basic and diluted loss per share	0.118 cents	2.319 cents

 

The potential number of shares which could be issued following the exercise of options and warrants currently outstanding amounts to 20,763,000 (see note 13). Dilutive earnings per share equals basic earnings per share as, due to the losses incurred, there is no dilutive effect from the existing share options and warrants.

 

8. Intangible assets

The intangible assets consist of capitalised exploration and evaluation expenditure in respect of the Company's potash interests in Morocco (the Khemisset project).

 

	2025	2024
Cost:	US$'000	US$'000
At the beginning of the year	-	20,457
Additions	-	201
Impairment	-	(20,353)
FX	-	(305)
Total	-	-

 

During 2024, the Company fully impaired the capitalised exploration and evaluation costs in respect of the Khemisset project, following the rejection of the ESIA in October 2024. See note 2.13 detailing the Company's judgement in this area.

 

9. Trade and other receivables

		2025	2024
		US$'000	US$'000
Other receivables		84	719
Prepayments		35	43
Total		119	762

 

Other receivables also included recoverable VAT and other taxes.

 

10. Trade and other payables

		2025	2024
		US$'000	US$'000
Other payables		812	319
Accruals		123	153
Total		935	472

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Other payables consist of supplier invoices for administration expenses.

 

Included in Other payables are US$0.5m (2024:$nil) which relates to the legal settlement agreement, please see note 4. Also included in other payables is an accrual of US$165k in respect of the second instalment under the settlement agreement (note 11), which was paid on 12 June 2026.

 

11. Long-term liabilities

On 30 April 2025, the Company reached a legal settlement agreement related to a contract dated 29 November 2021 under which the consultant agreed to provide a basic engineering package for the Company's Khemisset Potash Project.

 

As at 31 December 2025, the Company has recognised long-term liabilities related to the legal settlement obligations as follows:

Description	Payment Due Date	US$'000
Third Payment	27 May 2027	189
Total		189

 

12. 

13. Financial instruments

Categories of financial instruments

	2024	2024
	US$'000	US$'000
Financial assets measured at amortised cost
Other receivables	84	728
Cash and cash equivalents	650	923
	734	1,651
Financial liabilities measured at amortised cost
Long term liabilities	189	354
Other payables	812	319
Accruals	123	135
	1,124	826

 

Financial risk management objectives and policies

The Company is exposed through its operations to credit risk and liquidity risk. In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout this financial information.

 

General objectives, policies and processes

The Directors have overall responsibility for the determination of the Company's risk management objectives and policies. Further details regarding these policies are set out below:

 

Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

The capital structure of the Group consists of issued capital, reserves and retained earnings. The Directors reviews the capital structure on a semi-annual basis. As a part of this review, the Directors consider the cost of capital, the risks associated with each class of capital and overall capital structure risk management through the new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt.

 

Credit risk

The Company's credit risk arises from cash and cash equivalents with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "A" are accepted.

 

Liquidity risk

Liquidity risk arises from the Directors' management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

 

The Directors' policy is to ensure that the Company will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient to meet expected requirements.

 

The Directors have prepared cash flow projections on a monthly basis through to 31 December 2026. At the end of the period under review, these projections indicated that the Group is expected to have sufficient liquid resources to continue in operational existence and meet its obligations under all reasonably expected circumstances.

 

Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. However since the Company's strategy changed from developing the Khemisset project to pursuing a dispute with the Moroccan authorities, the exposure to forex risk has reduced significantly and is now limited to cash balances and outgoings in GBP. 

 

14. Share capital

The Ordinary Shares issued by the Company have no par value and are fully paid. Each Ordinary Share carries one vote on a poll vote. The Company does not have a limited amount of authorised capital.

	Number of shares	US$'000
As at 1 January 2025	1,281,866,195	38,464
Share awards issued to management	12,000,000	88
As at 31 December 2025	1,293,866,195	38,552

 

In January 2025, the Company awarded 12 million shares with a value of US$0.1 million to Board members who were taking no, or reduced, cash remuneration following the downsizing of the Group's workforce. Robert Wrixon was awarded 3,000,000 shares, Hayden Locke was awarded 3,000,000 shares and Graham Clarke 6,000,000 shares.

 

15. Share-based payments

The following is a summary of the share options as at 31 December 2025:

 

Date of grant	Expiry date	Vesting date	Exercise Price	No of Options	Share price at grant	Risk Free rate	Volatility	Option Value
21-Jul-22	20-Jul-27	20-Jul-24	0.0700	1,500,000	£0.0700	2.05%	55%	£0.0342
21-Jul-22	20-Jul-32	20-Jul-24	0.0700	3,838,000	£0.0700	2.05%	55%	£0.0457
29-May-24	20-Jul-32	20-Jul-24	0.0700	425,000	£0.0700	2.05%	55%	£0.0457
30-May-24	30-May-34	30-May-25	0.0300	7,500,000	£0.0195	4.38%	93%	£0.0167
30-May-24	30-May-34	30-May-26	0.4500	7,500,000	£0.0195	4.38%	93%	£0.0162
Options outstanding at 31 December 2025				20,763,000

 

 

	Share options	Warrants	Total
At 1 January 2024	73,163,000	-	73,163,000
Issued in year	21,524,999	142,229,199	163,754,198
Exercised in year	(23,924,999)	(98,639,456)	(122,564,455)
At 31 December 2024	73,763,000	43,589,743	114,352,743
Issued in year	-	-	-
Lapsed/expired in year	(50,000,000)	-	(50,000,000)
At 31 December 2025	20,763,000	43,589,743	64,352,743

 

The weighted average remaining contractual life of the options at year-end was 7.54 years (2024: 2.92 years).

 

The options issued were valued using the Black-Scholes valuation method and the assumptions used are detailed above. The expected future volatility has been determined by reference to the historical volatility.

 

The Group operates equity-settled, share-based compensation plans, under which the entity receives services from Directors and employees as consideration for equity instruments (options) of the Group.

 

The total share-based payment recognised in the Statement of Changes in Equity during the year was a US$143k (2024: US$270k) in respect of the fair value of employee share options.

 

There were 9,821,000 (2024: 42,321,000) share options held by current Directors at year end. Vesting of the options is subject to the option holder providing continuous service during the vesting period and there are no other performance conditions attached to the options.

 

Share options	2025		2024
	Number issued	Expiry	Number issued	Expiry
Graham Clarke (Director)	9,821,000	1 to 11 years	27,321,000	1 to 12 years
Hayden Locke (Director)	-	-	10,000,000	1 year
Robert Wrixon (Director)	-	-	5,000,000	1 year
Total	9,821,000		42,321,000

 

16. Reserves

The following table describes the nature and purpose of various reserves within owner's equity:

 

Capital reserve	Non-distributable reserve arising from capital transactions.
Share-based payment reserve	The share-based payment reserve represents the cumulative equity recognised in respect of share-based payment transactions accounted for in accordance with IFRS 2 Share-based Payments
Reverse acquisition reserve	Values related to the reverse acquisition of Emmerson PLC by Moroccan Salts Ltd in 2018
Retained earnings	Cumulative net profits and losses recognised in the income statement.
Translation reserve	Gain or losses from the translation of foreign subsidiaries

 

 

17.  Related party transactions

Directors' consultancy fees

Graham Clarke is a Director of the Company and also provides consulting services to the Company. During the year, Graham Clarke received fees of US$397k in respect of consulting fees (2024: US$34k). There were no outstanding fees as at the year-end.

 

Hayden Locke is a Director of the Company and also provides consulting services to the Company. During the year, Hayden Locke received fees of US$80k in his capacity as director (2024: US$nil). There were US$13k outstanding fees as at the year-end.

 

Details of Directors' remuneration during the year are given in note 4. There were no other related party transactions.

 

18. Ultimate controlling party

The Directors consider that there is no controlling or ultimate controlling party of the Company.

 

19. Events after the reporting date

 

On 20 March 2026, the Company announced the raising of £750,000 through the issue of 37,500,000 new ordinary shares.

 

On 30 March 2026, the Company announced the submission of the arbitration Memorial by Boies Schiller Flexer LLP in accordance with the timetable set out the by the arbitration panel.

 

On 11 May 2026, the Board retrospectively approved the establishment of a Long-Term Incentive Plan ("LTIP"), including the grant of individual awards to certain directors and consultants. The LTIP is intended to support the retention of key individuals involved in the Morocco litigation and to assist with compliance under the Capital Provision Agreement.

 

The awards are contingent upon the Company receiving "Compensation" from the Kingdom of Morocco, whether through judgment or settlement of the claim. Under the terms of the LTIP, 6% of any such financial compensation will be allocated to the LTIP pool.

 

The LTIP pool is distributed as follows: Graham Clarke (33%), Robert Wrixon (22%), Hayden Locke (22%), Josh Mitchell (5%), Lahcen Alloubane (5%), Matthew Wilmot (4%), Karl Houseley (4%), with the remaining 5% retained as a reserve.

 

Awards will vest only upon receipt of compensation. They will be forfeited if a participant ceases involvement in the litigation, except in cases of serious illness or death, and will lapse if the litigation is not resolved within 10 years from the date of the LTIP.

 

On 19 June 2026, the Company announced the United Kingdom Intellectual Property Office (UKIPO) has recently confirmed that Emmerson Plc's patent application titled Processing of Evaporite Minerals (Application No. 2315003.0) has been granted patent status (Patent No. 2634094). This patent provides IP protection for the core KMP process and its optimised derivative products.

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