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Final Results

Today 07:00

RNS Number : 4871K
Goldstone Resources Ltd
01 July 2026
 

1 July 2026

 

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

 

Final Results for the year ended 31 December 2025

 

GoldStone Resources Limited (AIM: GRL) announces its final results for the year ended 31 December 2025.

 

The Annual Report and Accounts for the year ended 31 December 2025 will shortly be available to view and download in full on the Company's website at www.goldstoneresources.com. Hard copies of the Annual Report and Accounts are available on request. 

 

For further information, please contact:

 

GoldStone Resources Limited

 

Emma Priestley

Tel: +44 (0)1534 487 757

 

Strand Hanson Limited

 

James Dance / James Bellman

Tel: +44 (0)20 7409 3494

 

S. P. Angel Corporate Finance LLP

 

Ewan Leggat / Charlie Bouverat 

Tel: +44 (0)20 3470 0501

 

St Brides Partners Ltd

Ana Ribeiro 

 

 

Tel: +44 (0)20 7236 1177

 

CHAIR'S REPORT

 

On behalf of the Board, I am pleased to present the Chair's Report of GoldStone Resources Ltd for the year ended 31 December 2025.

 

The year under review has been one of transition and consolidation, as the Company continued to focus on stabilising operations at the Homase Mine in Ghana while strengthening its financial and governance framework. These continued improvements at the Homase Mine provide a platform for the future growth of the mine.

 

During the year, the Board undertook steps to enhance its composition, ensuring an appropriate balance of technical, operational and financial expertise. This remains a key priority as the Company advances its strategic objectives and seeks to deliver sustainable long-term value for shareholders.

 

Operationally, the Company has prioritised improving production consistency, optimising recovery rates, and enhancing overall efficiency at Homase. In parallel, the Board has supported the advancement of a structured exploration strategy aimed at extending the oxide resource base and progressing the development of the underlying sulphide resource.

 

The Board continues to place strong emphasis on maintaining financial discipline. The Company has engaged constructively with both existing and new investors, ensuring access to funding required to support ongoing operations and targeted growth initiatives.

 

post period end

Since the year end, the Company has made further progress in strengthening its operational and financial position. Additional funding has been secured, providing improved liquidity and flexibility to execute on its strategy. The Board has also been strengthened through additional appointments, enhancing its technical and strategic capabilities.

 

At Homase, key operational milestones have been achieved, including the approval and commissioning of Pad 6, the largest heap leach pad constructed by the Company to date, and the commencement of stacking activities. These developments are expected to support improved production capacity and operational stability.

 

The Company has also initiated early-stage activities in Sierra Leone, where initial indications of gold mineralisation have been identified. While at an early stage, this reflects the Company's disciplined approach to evaluating growth opportunities.

 

governance and sustainability

The Board recognises the importance of maintaining high standards of corporate governance and continues to monitor compliance with the AIM Rules for Companies and relevant best practice guidance. The Company is committed to responsible mining practices, environmental stewardship, and maintaining constructive relationships with local communities.

 

outlook

Looking ahead, the Company enters 2026 with a strengthened platform and clearer strategic direction. While risks inherent in mining operations remain, the Board is confident that the actions taken during the year and subsequent period position the Company for improved operational performance and more importantly, building on a historic established JORC resource for long-term value creation.

 

On behalf of the Board, I would like to thank our shareholders for their continued support and our employees and contractors for their ongoing commitment.

 

Campbell Smyth

Chairman

 

Chief Executive Officer's REPORT

 

The year ended 31 December 2025 has been a pivotal period for GoldStone Resources Ltd, as we focused on stabilising operations, strengthening the balance sheet, and progressing a clear and disciplined growth strategy.

 

operational review (Year Ended 31 December 2025)

At the Homase Mine, our primary objective during 2025 was to transition the operation into a more stable and predictable production profile.

 

For the year ended 31 December 2025, the Company achieved:

· 163,313 tonnes of ore stacked with average grade 1.07 g/t

· 2,912.2 troy ounces (90.58 kg) of gold produced

· Estimated gold in process ("GIP") of 74.2kg within the heap leach circuit

 

These results reflect continued improvement in operations following the transition from development into production, alongside ongoing optimisation of plant performance and recovery rates.

 

During the year, we focused on enhancing operational processes, increasing throughput, and refining heap leach performance to support greater consistency in production.

 

exploration and resource development

Expanding the resource base at Homase remains central to our strategy. During 2025, we advanced a structured exploration programme targeting extensions of oxide mineralisation along strike and across parallel trends.

 

In parallel, preparatory work has been undertaken to support an updated JORC-compliant resource estimate. We have also continued to progress permitting and technical studies associated with the sulphide resource, which has the potential to materially extend the life of mine and increase production capacity.

 

corporate and financial review

Losses from continuing operations for the 12 months to 31 December 2025 were US$9.5 million (2024: loss of US$4.2 million).

 

At year end, the Group reported net assets of US$11.7 million (2024: US$10.5 million), reflecting continued investment in operations and development activities.

 

Cash and cash equivalents as at 31 December 2025 were US$435k (2024: US$96k).

The Group continues to prepare regular management accounts and financial forecasts, which are reviewed by the Board to monitor performance and liquidity. The Company may seek to raise additional capital in due course to support increased production, further exploration, and working capital requirements.

 

strategic development

In addition to progressing our core asset in Ghana, the Company has continued to evaluate new opportunities aligned with its technical capabilities and growth strategy.

 

During 2025, initial work was undertaken to assess expansion opportunities, with a focus on assets that offer geological potential and strategic alignment with our existing operations.

 

post period end events (1 January - 30 June 2026)

Subsequent to the year end, the Company has made further progress across operational, financial, and strategic areas:

 

operational

For the quarter ending March 2026:

· 36,268 tonnes of ore stacked

· 480 troy ounces (15.08 kg) of gold produced

· Gold in process (GIP) of 19.99 kg

· Approval and commissioning of Pad 6, the largest heap leach pad constructed by the Company to date

· Commencement of stacking of agglomerated ore onto Pad 6, increasing operational capacity

 

corporate and funding

· Completion of an Equity Fundraise of approximately GBP 2 million (net) following the Extraordinary General Meeting held on 6 February 2026

· Proceeds allocated to:

Working capital requirements

Advancement of exploration activities at Homase

Strategic investment initiatives

 

strategic expansion

· Investment in MinCorp and entry into Sierra Leone

· Senior management site visit to the Wandor Province

· Initial findings indicate:

· Presence of extensive gold-bearing soils and gravels

· Evidence of a potential primary ("reef") source

· Mobilisation of equipment and commencement of site preparation

· Ongoing discussions to formalise a structured exploration programme in coordination with the National Minerals Agency

 

principal risks and uncertainties

The Company operates in a sector subject to inherent risks, including:

· operational and production variability

· commodity price fluctuations

· regulatory and permitting risks

· funding and liquidity constraints

· geopolitical and jurisdictional considerations

 

The Board continues to monitor these risks closely and applies appropriate controls and mitigation strategies.

 

sustainability and community

We remain committed to responsible mining practices and maintaining strong relationships with our host communities. Our approach prioritises safety, environmental stewardship, and the creation of shared value.

 

outlook

Since the year end the Company has demonstrated positive momentum across the business. Our priorities for 2026 remain:

 

· stabilisation and growth of production at Homase

· expansion of the oxide resource base

· advancement of sulphide development to build a substantial JORC resource

· disciplined progression of new opportunities

 

With a strengthened financial position, improving operational performance, and a clear strategic focus, we are confident in our ability to deliver sustainable growth and long-term value.

 

I would like to thank our team for their continued dedication and our shareholders for their ongoing support.

 

Emma K Priestley

Chief Executive Officer

 

RISK MANAGEMENT

 

The Board of GoldStone Resources Ltd has identified the following as the principal strategic and operational risks facing the Group. These risks are regularly reviewed and monitored, with mitigation strategies implemented where appropriate.

 

a. development and mining risk

The development and mining of natural resources is inherently speculative and involves significant operational and financial risk.

 

Planned production schedules may not be achieved due to unforeseen operational challenges, including equipment failure, process inefficiencies, or external disruptions. In addition, operating costs and profitability are sensitive to factors such as:

 

· fluctuations in gold prices;

· variability in recovery rates;

· inflationary pressures; and

· global supply chain constraints.

 

To mitigate these risks, the Board undertakes ongoing evaluation of the Group's projects on a site-by-site basis. The Company continues to invest in operational improvements, including the use of modern technologies and monitoring systems to enhance efficiency and reduce variability.

 

Maintaining strong employee relations and adherence to environmental best practices are also key components in reducing operational risk and ensuring continuity of production.

 

b. country and political risk

The Group's primary operations are located in Ghana, and it may also expand into other emerging markets. Such jurisdictions may be subject to legal, regulatory, economic, and political risks, which can change rapidly.

 

The Board actively monitors developments in Ghana and engages with relevant government authorities to ensure compliance with applicable laws and regulations. The Ghanaian Government continues to support the mining sector, including the formalisation and regulation of small-scale mining activities.

 

During the period, the Ghana Gold Board Act ("GoldBod"), enacted in March 2025, introduced changes to the domestic gold trading framework. Mining leaseholders, including the Group, are required to sell a portion of production to the Gold Board at a discount to the London LBMA spot price. The Board does not consider this requirement to have a detrimental impact on the Group's operations.

The Group maintains robust internal compliance processes to ensure that all licences and regulatory obligations are met.

 

Security risk is also inherent in operating within emerging markets. The Group continues to enhance its security management approach, including:

 

· engagement with government and local authorities;

· monitoring through global and national advisory services; and

· alignment with the Voluntary Principles on Security and Human Rights.

 

c. social, safety and environmental risk

The Group's success is dependent on maintaining high standards of safety, environmental stewardship, and community engagement. Failure in these areas could result in operational disruption, reputational damage, or regulatory action.

 

The Group is committed to a "zero harm" objective, promoting a safe and healthy working environment. Safety performance continues to be monitored closely, with ongoing training and operational controls implemented to minimise risk.

 

The Group also recognises the importance of maintaining strong relationships with local communities. As production at the Homase Mine increases, the Company continues to invest in community initiatives, including:

 

· provision of clean water and sanitation;

· educational support and infrastructure improvements;

· local employment and procurement; and

· rehabilitation of areas impacted by prior mining activities.

 

Environmental management remains a key focus, with initiatives including minimising operational footprint, waste recycling, and land rehabilitation.

 

d. financial risk

The Group operates with ongoing funding requirements and is exposed to liquidity and financing risks.

 

During the period, the Group continued to receive support from its major shareholder, AIMSL Asset Management Ltd, including deferment and partial conversion of interest on the Company's gold loan facility. In addition, the Company completed several equity fundraisings and debt settlements to support working capital and operations.

 

The Board actively manages liquidity through:

 

· regular monitoring of cash flow forecasts;

· engagement with creditors and funding partners; and

· evaluation of further funding opportunities where required.

 

After year end, the Company strengthened its financial position through a successful equity raise in February 2026, enabling the settlement of creditor balances and supporting ongoing operations and strategic initiatives.

 

While the Board believes that current funding arrangements and operational revenues provide sufficient working capital in the near term, the Group may require additional funding to support production growth and exploration activities.

 

e. expansion and new investment risk (post period consideration)

Following the year end, the Group entered into an investment in an early-stage exploration project in Sierra Leone.

 

This introduces additional risks, including:

 

· exploration risk (uncertain resource potential);

· jurisdictional and regulatory risk; and

· operational and infrastructure challenges in a new geography.

 

The Board is applying a disciplined approach to this investment and intends to implement the Group's governance, financial controls, and operational procedures to manage these risks effectively.

 

risk management framework

The Board maintains overall responsibility for risk management and internal control. Risks are:

 

· identified and assessed on an ongoing basis;

· reviewed regularly at Board level; and

· managed through appropriate mitigation strategies and controls.

 

While the Board seeks to mitigate risk where possible, the nature of the Group's activities means that some level of risk is inherent and cannot be entirely eliminated.

 

Emma K Priestley

Chief Executive Officer

 

 

Consolidated Statement of Financial Position

as at 31 December 2025

 

in united states dollars

note

 

 

31 December 2025

 

31 December 2024

Assets

 

non-current assets

 

property, plant and equipment

9

24,116,781

20,424,671

total non-current assets

 

 

 

24,116,781

 

20,424,671

 

current assets

inventory

 

 

12

 

3,588,041

 

 

2,953,074

trade and other receivables

11

 679,747

690,529

cash and cash equivalents

13

 434,864

95,782

total current assets

 

 

 

4,702,652

 

3,739,385

total assets

 

 

 

28,819,433

 

24,164,056

Equity

 

share capital - ordinary shares

15

 12,590,269

10,105,549

share capital - deferred shares

15

 6,077,013

6,077,013

share premium

15

 39,543,059

35,275,221

foreign exchange reserve

15

 1,105,384

(5,336,004)

capital contribution reserve

15

 555,110

555,110

share options reserve

15, 17

-

-

accumulated deficit

15

(48,190,476)

(36,143,673)

total equity

 

 

 

11,680,359

 

10,533,216

Liabilities

 

non-current liabilities

 

provision for rehabilitation

14

1,166,387

1,008,148

 

total non-current liabilities

1,166,387

 

1,008,148

current liabilities

 

trade and other payables

19

 4,374,061

3,122,225

borrowings

18

 11,598,626

9,500,467

total current liabilities

 

 

 

15,972,687

 

12,622,692

 

total liabilities

 

 

 

17,139,074

 

13,630,840

total equity and liabilities

 

 

 

28,819,433

 

24,164,056

 

Consolidated Statement of comprehensive income

for the year ended 31 December 2025

 

in united states dollars

 

 

note

 

year ended

31 December 2025

 

year ended

31 December 2024

(as restated)

 

 

revenue

5

 11,165,365

4,951,071

cost of sales

7

 (4,415,078)

 (1,811,214)

Gross profit

 

 6,750,287

 3,139,857

 

 

 

administrative expenses

7

(9,906,690)

(5,251,256)

operating loss

7

(3,156,403)

(2,111,399)

 

finance costs

8

(6,333,075)

(2,039,118)

 

 

loss before and after tax from continuing operations

 

 

(9,489,478)

 

 

(4,150,517)

items that may be reclassified subsequently to profit and loss:

 

foreign exchange translation movement

 

 

 

3,884,063

 

2,166,209

total comprehensive loss for the year

(5,605,415)

 

(1,984,308)

 

loss per share from operations

basic and diluted losses per share, from continuing and total operations, attributable to the equity holders of the company during the year (expressed in cents per share)

16

(0.010)

(0.007)

 

 

 

 

 

 

 

Consolidated statement of changes of equity

for the year ended 31 December 2025

in united states dollars

 

 

note

share capital

ordinary shares

share capital

deferred shares

share premium

 

foreign

exchange

reserve

capital contribution reserve

share options reserve

accumulated deficit

total equity

 

 

 

Balance as at 31 December 2023

 

6,865,393

6,077,013

35,218,946

(6,910,817)

555,110

-

(32,584,552)

9,221,093

total loss for the year

-

-

-

-

-

(4,150,517)

(4,150,517)

translation movement

-

-

-

1,574,813

-

-

591,396

2,166,209

total comprehensive loss for the year

-

-

-

1,574,813

-

-

(3,559,121)

(1,984,308)

share issue

15

3,240,156

-

56,275

-

-

-

-

3,296,431

Balance as at 31 December 2024

10,105,549

6,077,013

35,275,221

(5,336,004)

555,110

-

(36,143,673)

10,533,216

total loss for the year

-

-

-

-

-

-

 (9,489,478)

 (9,489,478)

translation movement

 

-

-

-

6,441,388

-

-

 (2,557,325)

 3,884,063

total comprehensive loss for the year

-

-

-

6,441,388

-

-

 (12,046,803)

 (5,605,415)

share issue

15

2,484,720

-

4,267,838

-

-

-

 6,752,558

Balance as at 31 December 2025

 

 12,590,269

 6,077,013

 39,543,059

1,105,384

 555,110

-

(48,190,476)

 11,680,359

 

Consolidated statement of cash flows

for the year ended 31 December 2025

In united states dollars

 

 

 

note

year ended

31 December 2025

 

year ended

31 December 2024

year ended

31 December 2023

 

 

 

cash flows from operating activities

 

 

operating loss for the year before and after tax

 

 

(9,489,478)

(4,150,517)

(2,687,330)

adjusted for:

 

 

- finance costs

 

8

 6,333,075

2,039,118

1,389,141

- depreciation

 

9

 760,945

236,220

288,653

- foreign exchange differences

 

 

468,887

3,635,014

500,139

- changes in working capital

 

 

785,890

(1,710,351)

(1,287,006)

 

 

net cash (used in)/ generated from operating activities

 

 

(1,140,681)

 

49,484

(1,702,488)

 

 

cash flows from investing activities

 

 

acquisition of property, plant and equipment

 

9

(1,010,402)

(2,670,952)

(1,183,526)

 

 

net cash used in investing activities

 

 

(1,010,402)

 

(2,670,952)

(1,183,526)

 

 

 

cash flows from financing activities

 

 

gold loan

 

 

 5,605,430

2,593,343

-

repayment from bond issues

 

18

 (6,333,075)

(3,602,879)

-

(repayment of)/proceeds from loan notes

 

 

(3,507,271)

338,116

2,942,128

proceeds from share issues

 

 

 6,752,558

3,296,431

-

 

 

net cash generated from financing activities

 

 

2,517,642

 

2,625,011

2,942,128

 

 

net increase/(decrease) in cash and cash equivalents

 

 

366,559

 

3,543

56,114

 

 

cash and cash equivalents at beginning of the year

 

13

95,782

121,432

113,312

effect of exchange rate fluctuations on cash held

 

 

(27,477)

(29,193)

(47,994)

 

 

 

 

 

 

 

cash and cash equivalents at end of the year

 

13

434,864

 

95,782

121,432

 

 

 

Notes to the consolidated financial statements

for the year ended 31 December 2025

1. reporting entity

The consolidated financial statements for the year ended 31 December 2025 (the "financial statements") comprise GoldStone Resources Limited (the "Company") and its subsidiaries, set out in note 24, (together referred to as the "Group").

 

The Company is quoted on the Alternative Investment Market ("AIM") market of the London Stock Exchange and is incorporated and domiciled in Jersey, Channel Islands. The address of its registered office is 2nd Floor, International House, 41 The Parade, St. Helier, Jersey, JE2 3QQ. The Company's principal activity is that of a holding company. The Group's principal activity is exploration and mining of gold and associated elements.

 

2. basis of preparation

(a) statement of compliance and basis of preparation

The Group's annual report is for the year ended 31 December 2025 and includes the consolidated financial statements of the Group prepared in accordance with UK-adopted International Accounting Standards.

The consolidated financial statements have been prepared using accounting policies set out in note 3 which are consistent with all applicable UK-adopted International Accounting Standards.

 

The consolidated financial statements have been prepared under the historical cost convention except for the treatment of share-based payments and derivatives. The consolidated financial statements are presented in United States Dollars ("$").

 

The preparation of consolidated financial statements in conformity with UK-adopted International Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts in the consolidated financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the consolidated financial statements, are disclosed in note 2(d).

 

(b) going concern

The financial statements have been prepared assuming the Group and Company will continue as a going concern, subject to material uncertainty. In assessing whether the going concern assumption is appropriate, the directors have taken into account all available information for the foreseeable future; in particular for the 12 months from the date of approval of these financial statements. This assessment included consideration of future revenues as the Group has recommenced gold production, and will be building production up with existing cash resources and available facilities.

 

The Group had available cash of US$435k as at 31 December 2025 (2024: US$96k), a total comprehensive loss of US$5.6 million (2024: US$2.0 million) and net current liabilities of US$11.2 million (2024: US$8.9 million).

 

AIMSL who hold the secured Gold Loan, with an initial value of 2,000 troy ounces at a USD1,500 per troy ounces amounting to an initial principal of USD3 million, with a current principal 1,871.31 troy ounces and interest of 801 troy ounces, which has been frozen until 30 June 2026, supported the Group by agreeing to a number of deferments of interest payments throughout 2021 and into 2025, continues to support the Company. 

 

The Company continues to actively pursue funding proposals and/or similar potential solutions to enable the Company to seek to extend, renegotiate or refinance the outstanding secured Gold Loan, but there can be no guarantee that such an agreement can be reached. The Board is taking appropriate professional advice, but in the event that a solution cannot be achieved and the outstanding principal amount of the gold loan and accrued interest thereon (which as of 31 December 2025 amounted to, in aggregate, principal 1,871.31 troy ounces of gold and interest 801.40 troy ounces) cannot be repaid or rescheduled prior to 31 December 2026, security over the Company's primary assets could potentially be enforced. Post year end, 5 February 2026, a further conversion of interest was made which then amounted to, in aggregate, principal 1,871.31 troy ounces of gold and interest 351.40 troy ounces.

 

The Group commenced commercial production in January 2022, which was later than previously anticipated due to permitting issues. Subsequent operational setbacks have also impacted production, and therefore the Company has not yet delivered the revenue levels expected. The CLN investment in January 2023 enabled the Company to invest in new plant and equipment to help improve and increase the production and staking onto the Heap Leach. Mining and stacking continued through 2024, with improved revenues.

 

The financial models and projections prepared by the Board, in order to monitor cash flow, demonstrate that the Group, in common with many businesses engaged in the early stages of development, will require additional funds and/or funding facilities in order to fully develop its business, which is a follow on from the delays and problems encountered with production and permitting, and for the exploration to expand the resource.

 

At the date of this report the Board is, therefore, confident of the ability of the Group and Company to continue mining and make the on-going operational improvements. The Board is confident that with the continued support of the shareholders, and the confidence that the Board will be able to raise further funding if and when required, then the Group and Company can meet all its contractual obligations as they fall due for the foreseeable future and therefore, the Board believes it is appropriate to continue to adopt the going concern basis.

(c) functional and presentational currency

Items included in the financial statements of each of the Group's subsidiaries are measured using the currency of the primary economic environment in which the entity operates (its functional currency). These consolidated financial statements are presented in United States Dollars, the presentation currency of the Group and the functional currency of the Parent Company. The functional currency of the subsidiary is Ghanaian Cedi.

 

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. 

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are expressed in United States Dollars using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising if any, are classified as other comprehensive income and are transferred to the Group's translation reserve.

 

When the settlement of monetary items receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in foreign operations and are recognised in other comprehensive income, and presented in the exchange reserve in equity.

 

(d) use of estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in a period of the revision and future periods if the revision affects both current and future periods.

 

 

The following are the key estimates and judgements that have a significant risk of resulting in a material adjustment within the next year:

 

(i) impairment of property, plant and equipment

The assessment of property, plant and equipment for any internal and external indications of impairment involves judgement. Each reporting period, the Group assesses whether there are any indicators of impairment. If there are indicators of impairment, then a formal estimate of the recoverable amount is performed and an impairment loss recognised to the extent that the carrying amount exceeds recoverable amount. Recoverable amount is determined as the value in use. Determining whether the projects are impaired requires an estimation of the recoverable value of the individual assets to which value has been ascribed. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the projects in order to calculate present value. 

 

(ii) inventory

Net realisable tests are performed at least annually and represent the future sale price of the product based on prevailing spot metal prices at the reporting date, less estimated costs to complete production and bring the product to sale.

 

Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data and estimated recovery percentage based on expected processing method. 

 

(iii) ore reserves and resources

Ore reserves are estimates of the amount of ore that can economically and legally be extracted from the mine. The Group estimates its ore reserves and mineral resources, based on information compiled by appropriately qualified person relating to the geological data on the size, depth and share of the ore body and requires complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchanges rates, commodity prices, future capital requirements and production costs along with geological assumptions and judgements made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of exploration and evaluation asses, mine properties, property plant and equipment provision for rehabilitation and depreciation/amortisation charges.

 

(iv) mine rehabilitation provision

The Group assesses its mine rehabilitation provision annually. Significant estimates and assumptions are made in determining the provision for the mine rehabilitation as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and cost of rehabilitation activities, technological changes, regulatory changes, and changes in discount rates. Those uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision at the reporting date represents managements best estimate of the present value of the rehabilitation provision.

 

(v) valuation of share warrants

The fair value of share warrants is calculated using the Black-Scholes model. The model requires a number of inputs to calculate the fair value of the warrants. Volatility is based on the Group's trading performance and the risk-free rate is determined using a 3-year UK government bond. The directors have reviewed the underlying inputs and are happy that these appear reasonable.

 

(vi) gold loan

A loan repayable in troy ounces of gold is recorded as a revenue transaction as the extracted gold used in settlement would otherwise generate income. A currency value is placed on repayments based on pre agreed US$ value per ounce. 

 

Interest paid on the gold loan is recorded as a transaction through the statement of comprehensive income as the extracted gold used in settlement would otherwise generate an income. The value attached to repayments is based on the open market rate of troy ounce in United States Dollars on the date of payment.

 

(vii) going concern

The directors have used judgment based on experience within the industry within which they operate to prepare these accounts on a going concern basis. Like other early development companies, they are continuing to seek external finance and/or funding, which can be crucial for the expansion of production and exploration. The Board are acutely aware that additional capital may be required to enhance and increase production, which is an industry standard.

 

 3. material accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

 

(a) basis of consolidation

The consolidated financial statements comprise the financial statements of the Group as at 31 December 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

 

· power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); 

· exposure, or rights, to variable returns from its involvement with the investee; and 

· the ability to use its power over the investee to affect its returns.

 

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 reassesses 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. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

 

All intra-group transactions, balances, income and expenses are eliminated on consolidation. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

 

(b) financial instruments

(i) non-derivative financial assets

The Group recognises loans and receivables at fair value on the date that they are originated. All other financial assets are recognised initially on the trade date, which is the date that the Group becomes 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 the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and 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 set off the recognised amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

The Group classifies its non-derivative financial assets at initial recognition into the following measurement categories:

· financial assets at amortised cost; and

· cash and cash equivalents.

Financial assets are measured at amortised cost where they are held within a business model whose objective is to hold assets to collect contractual cash flows, and where the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

(i) non-derivative financial assets

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade and other receivables.

 

Cash and cash equivalents comprise bank balances and cash on hand.

 

(ii) non-derivative financial liabilities

The Group recognises financial liabilities initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

 

The Group classifies non-derivative financial liabilities into trade and other payables.

 

(iii) gold loan

The gold loan is initially valued at cost on day one and then revalued at spot rate at each financial year end. This gives rise to an embedded swap which is recorded separately in the financial statements as a financial derivative but is part of the overall gold loan. The loan is repayable in ounces of gold at a pre-determined rate, with interest accruing in ounces. Gold prices at the year-end are used to convert these amounts into a US dollar value. Ounces of mined gold used as repayment are recorded and recognised as revenue in the financial statements.

 

(iv) Convertible loan notes

The convertible loan notes are initially recognised at cost and then accrued interest is added over the holding period. The loan notes may be converted to share capital in the Company at the request of the holder at an agreed conversion price. On conversion the loan note value will be recognised in equity.

(v) share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of the ordinary shares are recognised as a deduction from equity, net of any tax effects.

 

(vi) deferred shares

Deferred shares are classified as equity and held separately from other reserves.

 

(c) share based payments

The Group has applied the requirements of IFRS 2 - 'Share-based Payment'. IFRS 2 has been applied to all grants of equity instruments. The fair value of warrants and the employee share option scheme is measured at the grant date using the Black-Scholes valuation model. The resulting expense is recognised in the statement of comprehensive income over the vesting period, or in line with the services provided in consideration for the issue, with a corresponding increase in equity within the share option reserve.

 

Upon exercise of the warrants or options, the amounts previously recognised in the share option reserve are transferred within equity (typically to retained earnings, share capital and/or share premium, as appropriate). No additional expense is recognised in profit or loss on exercise.

 

(d) property, plant and equipment

Upon completion of mine construction, the assets initially charged to 'Assets under construction' are transferred to 'Plant and equipment and motor vehicles' or 'Producing mines.' Items of 'Plant and equipment and motor vehicles' and 'Producing Mines' are stated at cost, less accumulated depreciation and accumulated impairment losses.

 

During the construction period expenditure directly attributable to the construction of each individual asset is capitalised as 'Assets under construction' up to the period when the asset is ready to be put into operation. When an asset is put into operation it is transferred to 'Plant and equipment and motor vehicles' or 'Producing mines.' Additional capital cost incurred subsequent to the date of commencement of operation of the asset are charged directly to 'Plant and equipment motor vehicles' or 'Producing mines', i.e. where the asset itself was transferred.

 

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation and, for qualifying assets, borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

 

When a mine construction project moves into production stage, the capitalisation of certain mine construction costs ceases and costs are either regarded as inventory or expensed, except for costs which qualify for capitalisation relating to mining asset additions or improvements, underground mine development or mineable reserve development. Accumulated mine development costs within producing mines are depreciated on a units-of-production basis over the economically viable reserves of the mine. 

 

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost or valuation of assets over their estimated lives, using the straight-line method, on the following bases:

 

Computer equipment over three years

Office equipment over four years

Field/geological equipment over four years

Motor vehicles over four years

 

The carrying value of property, plant and equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sale proceeds and the carrying amount of the asset is recognised in statement of comprehensive income.

 

(e) intangible assets - exploration and evaluation

The costs of exploration properties and leases, which include the cost of acquiring prospective properties and exploration rights and costs incurred in exploration and evaluation activities, are capitalised as intangible assets as part of exploration and evaluation assets.

 

Exploration and evaluation assets are carried forward during the exploration and evaluation stage and are assessed for impairment in accordance with indicators of impairment set out in IFRS 6 - 'Exploration for and Evaluation of Mineral Resources.'

 

In circumstances where a property is abandoned, the cumulative capitalised costs relating to the property are written off in the period. No amortisation is charged prior to commencement of production.

 

Once commercially viable reserves are established and development is sanctioned, exploration and evaluation assets are transferred to assets under construction.

 

When commercial production commences, exploration, evaluation and development costs previously capitalised are transferred to property, plant and equipment and depreciated. 

 

Exploration and evaluation costs incurred after commercial production start date in relation to evaluation of potential mineral reserves and resources that are expected to result in increase of reserves are capitalised as evaluation and exploration assets within intangible assets. Once there is evidence that reserves are increased, such costs are tested for impairment and transferred to producing mines.

 

(f) impairment of financial assets

A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably.

 

The Group considers evidence of impairment for financial assets measured at amortised cost at both a specific asset and collective level based on useful economic life.

 

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its 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 the statement of comprehensive income.

 

For trade receivables and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECL's, 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.

 

(g) provisions

 

(i) general

Provisions are recognised when (a) the Group has a present obligation (legal or constructive) as a result of a past event and (b) 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. If the effect of the time value of money is material, provisions are discounted using a risk free rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

 

(ii) rehabilitation provision

The Group records the present value of estimated costs of legal and constructive obligations required to restore the operating locations in the period in which the obligation is incurred. The nature of these restoration activities include dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas.

 

The obligation generally arises when the asset is installed or environment is disturbed at the production location. When the liability is initially recognised, the present value of the estimated cost is capitalised by increasing the carrying amount of the related mining asset to the extent that it was incurred prior to the production of related ore. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. 

The periodic unwinding of the discount is recognised in the Group statement of comprehensive income as a finance cost. Additional disturbances or changes in rehabilitation costs will be recognised as additions or charges to the corresponding assets and rehabilitation liability when they occur. Any reduction in the rehabilitation liability and therefore any deduction from the rehabilitation asset may not exceed the carrying amount of that asset. If it does, any excess over the carrying value is taken immediately to the Group statement of comprehensive income.

 

If the change in estimate results in an increase in the rehabilitation liability and therefore an addition to the carrying value of the asset, the Group is required to consider whether this is an indication of impairment of the asset as whole and test for impairment in accordance with IAS 36.

 

(h) related parties

For the purposes of the consolidated financial statements, the following parties are considered to be related:

· Where one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions;

· Entities under common control; and

· Key management personnel.

 

In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

 

Related parties may enter into transactions which unrelated parties might not and transactions between related parties may not be effected on the same terms, condition and amounts as transaction between unrelated parties. It is the nature of transactions with related parties that they cannot be presumed to be carried out on an arm's length basis.

 

(i) taxation

Current and deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the related tax is also dealt with in equity. Current tax is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company and its subsidiaries operate.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised, except for differences arising on investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of the deferred tax assets is restricted to those instances where it is probable that a taxable profit will be available against which the difference can be utilised.

 

Deferred tax is calculated based on rates enacted or substantively enacted at the reporting date and expected to apply when the related deferred tax asset is realised or liability settled.

 

(j) inventories

Metal in circuit consists of in-circuit material at properties with milling or processing operations and ore awaiting refinement, all valued at the lower of average cost and net realisable value. In-process inventory costs consist of direct production costs (including mining, crushing, and processing and site administration costs) and allocated indirect costs (including depreciation, depletion and amortisation of producing mines and mining interests).

 

Ore stockpiles consist of stockpiled ore, ore on surface and crushed ore, all valued at the lower of average cost and net realisable value. Ore stockpile costs consist of direct production costs (including mining, crushing and processing and site administration costs) and allocated indirect costs (including depreciation, depletion and amortisation of producing mines and mining interests).

 

Finished goods consist of dore bars that have been refined and assayed and are in the form that allows them to be sold. Finished goods valued at the lower of average cost and net realisable value. Finished goods cost consist of direct production costs (including mining, crushing and processing and site administration costs) and allocated indirect costs (including depreciation, depletion and amortisation of producing mines and mining interests).

 

(k) finance cost

Borrowing costs directly relating to the acquisition, construction or production of a qualifying capital project under construction are capitalised and added to the project cost during construction until such time the asset are considered substantially ready for intended use i.e. commercial production. When funds are borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred.

 

Any general borrowing costs are recognised in the statement of comprehensive income of the period in which they are incurred.

 

(l) revenue

The Group is principally engaged in the business of producing gold and silver doré. Revenue from contracts with customers is recognised when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods. With reference to the gold loan any repayments are recognised as revenue.

 

 

4. adoption of new and revised standards

 

(a) new and amended standards

The following standards and amendments were effective for annual financial statements beginning on or after January 2025:

 

• Amendments to IAS 21 - Lack of Exchangeability.

 

The above amendment had no material impact on the consolidated financial statements of the Group.

 

(b) new standards in issue but not yet effective

Certain new standards and amendments to existing standards have been published that are not yet effective for accounting periods beginning on 1 January 2025, and which the Group has not yet adopted. These include:

 

• Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments 

• IFRS 18, Presentation and Disclosure in Financial Statements 

• IFRS 19, Subsidiaries without Public Accountability 

 

Where relevant, the Group evaluates the effect of new standards, amendments and interpretations issued but not yet effective on the presentation of the financial statements.

 

The directors expect that IFRS 18 will have a material impact on the presentation and disclosures in the Group's financial statements, particularly in respect of the statement of profit or loss. The Group is currently assessing the detailed impact of this standard. Other standards and amendments are not expected to have a material impact on the financial statements. Where relevant, the Group evaluates the effect of new Standards, amendments to published Standards and Interpretations issued but not effective, on the presentation of the financial statements. The directors have assessed there to be no material impact on the financial statements.

 

5. revenue

The Group's revenue consists of sales of gold and silver doré to a third-party refiner.

in united states dollars

31 December 2025

31 December 2024

gold doré

11,149,046

4,946,855

silver doré

16,319

4,216

Total

11,165,365

4,951,071

The exchange rates used for the Group Revenue uses the average Ghana Cedi to US$ exchange rate for the accounting period 2025.

 

Sales of gold and silver doré were made to one main customer, Metalor Technologies SA, the Group's gold and silver refiners, who are based in Switzerland. The gold doré figure includes 2912.27 troy ounces of gold. 375.82 troy ounces of silver (2024: 2,155.69 troy ounces of gold. 151,95 troy ounces of silver).

 

In 2025, US$Nil (2024: US$Nil) was used to repay the Gold Loan Facility, set out in the Consolidated Statement of Cash Flows and in note 18.

 

6. operating segments

The Group has two reportable segments, exploration and corporate, which are the Group's strategic divisions. For each of the strategic divisions, the Group's CEO, deemed to be the Chief Operating Decision Maker ("CODM"), reviews internal management reports on at least a monthly basis. The results are then subsequently shared with the Board. The Group's reportable segments are:

 

Exploration, Evaluation and production: the exploration operating segment is presented as an aggregation of the Homase and Akrokeri licences (Ghana). Expenditure on exploration activities for each licence is used to measure agreed upon expenditure targets for each licence to ensure the licence clauses are met.

 

Corporate: the corporate segment includes the holding company costs in respect of managing the Group. There are varying levels of integration between the corporate segment and the combined exploration activities, which include resources spent and accounted for as corporate expenses that relate to furthering the exploration activities of individual licences.

 

information about reportable segments for the year ended 31 December 2025

in united states dollars

exploration

corporate

total per consolidated statement of comprehensive income/statement of financial position

reportable segment revenue

11,165,365

-

11,165,365

 

 

 

 

reportable segment cost of sales

 (4,415,078)

 -

 (4,415,078)

 

 

 

 

administrative expenses

 (8,086,025)

 (1,820,665)

 (9,906,690)

finance costs

 (6,333,075)

 (6,333,075)

reportable segment expenditure

 (8,086,025)

 (8,153,740)

 (16,239,765)

 

 

 

 

reportable segment profit/(loss)

(1,335,738)

(8,153,740)

(9,489,478)

 

 

 

 

reportable segment non- current assets

 

24,116,781

 

-

 

24,116,781

 

reportable segment current assets

4,701,331

1,321

4,702,652

 

 

 

 

total reportable segment liabilities

(4,187,699)

(12,951,375)

(17,139,074)

 

 

information about reportable segments for the year ended 31 December 2024

in united states dollars

exploration

(as restated)

corporate

total per consolidated statement of comprehensive income/statement of financial position

(as restated)

reportable segment revenue

4,951,071

-

4,951,071

 

 

 

 

reportable segment cost of sales

 (1,811,214)

 -

 (1,811,214)

 

 

 

 

administrative expenses

 (3,342,238)

 (1,909,018)

 (5,251,256)

finance costs

 (2,039,118)

 (2,039,118)

reportable segment expenditure

 (3,342,238)

 (3,948,136)

 (7,290,374)

reportable segment loss

(202,381)

(3,948,136)

(4,150,517)

reportable segment non- current assets

 

20,424,671

 

-

 

20,424,671

 

 

 

 

reportable segment current assets

3,695,316

44,069

3,739,385

 

 

 

 

total reportable segment liabilities

(3,431,081)

(10,199,759)

(13,630,840)

 

 7. expenses by nature

in united states dollars

31 December 2025

31 December 2024

(as restated)

cost of sales

community, environmental and H&S costs

42,284

27,426

engineering and maintenance

 339,456

 398,451

mining costs including stock movement

 1,390,067

355,738

processing costs

2,618,348

1,011,526

human resource costs

24,923

18,073

Total

4,415,078

 1,811,214

in united states dollars

31 December 2025

31 December 2024

administrative expenses

finance and administration costs

9,906,690

5,251,256

Total

9,906,690

5,251,256

 

The operating loss is stated after charging:

in united states dollars

 

 

year ended

 31 December 2025

 

year ended

 31 December 2024

 

auditor's remuneration in respect of audit of the

financial statements

 

- Group auditor

 

105,462

36,750

- subsidiary auditor

 

-

981

depreciation

 

760,945

236,220

foreign exchange difference

 

(3,442,653)

1,439,612

 

8. finance costs

 

in united states dollars

 

 

year ended

 31 December 2025

 

year ended

 31 December 2024

loan interest

 

6,333,075

2,039,118

Total

 

6,333,075

2,039,118

 

The loan derivatives and interest are attributable to fair value movements on the AIMSL gold loan due to open market prices on gold.

 

9. property, plant and equipment

 

31 December 2025

in united states dollars

cost

accumulated depreciation

accumulated

exchange

movement

carrying value

producing mine*

 24,539,091

 (269,314)

(2,153,044)

 22,116,733

land and buildings

 9,511

 (3,533)

3,749

 9,727

computer equipment

 45,375

 (40,952)

(3,266)

 1,157

office equipment

 144,918

 (105,320)

2,185

 41,783

field/geological equipment

 3,101,790

 (1,306,273)

53,365

 1,848,882

motor vehicles

 138,973

 (73,564)

33,090

 98,499

Total

27,979,658

(1,798,956)

(2,063,921)

24,116,781

 

 

31 December 2024

in united states dollars

cost

accumulated depreciation

accumulated exchange movement

carrying

value

 

 

 

 

producing mine*

24,715,818

(209,803)

(5,161,045)

19,344,970

land and buildings

9,511

(198)

-

9,313

computer equipment

44,230

(39,058)

(3,813)

1,359

office equipment

108,227

(84,920)

(5,131)

18,176

field/geological equipment

1,952,497

(670,755)

(329,840)

951,902

motor vehicles

138,973

(33,277)

(6,745)

98,951

Total

26,969,256

(1,038,011)

(5,506,574)

20,424,671

 

reconciliation of property, plant and equipment -31 December 2025

in united states dollars

carrying value opening balance

additions

depreciation

 

 

exchange movement

 

 

 

transfer

carrying value ending balance

 

 

 

 

producing mine*

19,344,970

 (176,727)

 (59,511)

3,008,001

-

 22,116,733

land and buildings

9,313

 -

 (3,335)

3,749

-

 9,727

computer equipment

1,359

 1,145

 (1,894)

547

-

 1,157

office equipment

18,176

 36,691

 (20,400)

7,316

-

 41,783

field/geological equipment

 

951,902

 

1,149,293

 

(635,518)

 

383,205

 

-

 

 1,848,882

motor vehicles

98,951

 -

 (40,287)

39,835

-

 98,499

total

20,424,671

1,010,402

(760,945)

3,442,653

-

24,116,781

 

 

reconciliation of property, plant and equipment - 31 December 2024

in united states dollars

carrying

value

opening

balance

additions

 

 

 

depreciation

 

 

exchange movement

transfer

carrying value ending balance

 

 

 

 

 

 

producing mine*

18,078,457

2,024,649

(51,680)

(1,294,181)

587,725

19,344,970

land and buildings

-

9,511

(198)

-

-

9,313

computer equipment

14,682

(20,899)

15,840

(1,512)

(6,752)

1,359

office equipment

-

(44,576)

40,932

(5,136)

26,956

18,176

field/geological equipment

 

1,309,503

 

636,423

 

(260,343)

 

(135,517)

 

(598,164)

 

951,902

motor vehicles

26,909

65,844

19,229

(3,266)

(9,765)

98,951

Total

19,429,551

2,670,952

(236,220)

(1,439,612)

-

20,424,671

 

* Includes a provision for rehabilitation costs of $1,166,387 (2024: $1,008,148).

 

Exchange gains on opening assets of $3,442,653 (2024: $1,439,612) were recognised in the financial statements.

 

10. taxation

 

current and deferred tax

The Company is incorporated in Jersey and is subject to Jersey income tax at the standard rate of 0%. GoldStone Akrokeri Ltd, the Group's operating subsidiary, is registered for income tax purposes with the Ghana Revenue Service and is subject to taxation in Ghana in accordance with Ghanaian tax legislation.

Based on the Directors' assessment of the Company's tax residence, together with external tax advice received, the Directors have concluded that GoldStone Resources Ltd is not tax resident in the United Kingdom and does not have a UK permanent establishment. Accordingly, the Company is not required to register for UK Corporation Tax.

Due to the loss-making position of the Group in all relevant jurisdictions, no current tax charge has arisen for the year. Deferred tax assets arising from tax losses have not been recognised in either the current or prior periods, as their future utilisation is dependent upon the generation of future taxable profits, which are not considered sufficiently probable at the reporting date. Consequently, no tax reconciliation has been presented.

11. trade and other receivables

 

in united states dollars

31 December 2025

31 December 2024

other receivables

679,747

690,529

Total

679,747

690,529

 

12. inventory

 

in united states dollars

31 December 2025

31 December 2024

gold in circuit

 2,205,549

2,117,102

gold on hand

 -

-

ore stockpile

 1,244,862

733,686

consumables

 137,630

102,286

Total

3,588,041

2,953,074

 

At the Homase Mine Heap Leach Operation, from the process recovery sheet, it has been calculated that there is 22.66 kilos of gold, 727.34 ounces, that is still within the heap leach process circuit, this is classed as "Gold in Process" ("GIP"). This GIP is currently locked within the heap leach circuit. The gold price as at 31 December 2025 was USD 4,339.65. The GIP calculated for 2024 was calculated as 51.45 kilos.

13. cash and cash equivalents

The cash and cash equivalents balance at the year-end consists of balances in the following currencies:

 

in united states dollars

31 December 2025

31 December 2024

British Pound Sterling

1,826

44,888

United States dollars

20,217

20,432

Ghana cedis

412,821

30,462

Total

434,864

95,782

 

 

14. provision for rehabilitation

 

in united states dollars

31 December 2025

31 December 2024

1 January

1,008,148

821,622

additions

158,239

186,526

movement in discount rate

-

-

Total

1,166,387

1,008,148

 

The Group has a liability for restoration, rehabilitation and environmental costs arising from its mining operations. Estimates of the cost of this work including reclamation costs, close down and pollution control are made on an ongoing basis, based on the estimated life of the mine. The provision represents the net present value of the best estimate of the expenditure required to settle the obligation to rehabilitate any environmental disturbances caused by mining operations. The obligation of this liability, although is covered with a bond, is not considered to be payable within the foreseeable future, it will fall due upon the closure of the mine. 

 

15. capital and reserves

(a) share capital

 

 

 

31 December 2025

31 December 2024

 

ordinary shares

 

called up, allotted and fully paid

 

949,189,797 ordinary shares of 1 penny each

(31 December 2024: 752,493,809)

 

£9,491,899

£7,524,938

converted to united states dollars at date of issue

 

$12,590,269

$10,105,549

 

deferred shares

 

called up, allotted and fully paid

 

in issue at 1 January

 

£3,730,772

£3,730,772

 

In issue at 31 December - fully paid 414,530,304 (31 December 2024: 414,530,304) deferred 0.9 pence shares

£3,730,772

£3,730,772

converted to united states dollars at date of issue

$6,077,013

$6,077,013

Authorised

 

1,000,000,000 (31 December 2024: 1,000,000,000) authorised ordinary 1 penny shares

 

£10,000,000

£10,000,000

 

During the year the Company issued the following 1 penny fully paid shares:

 

 

Number of Shares

Nominal Value

Share premium

 

1 January 2025

Opening balance

752,493,809

$10,105,549

$35,275,221

 

 

 

 

 

28 January 2025

Conversion of loan notes to shares

Shares at 1p share

147,692,308

$1,850,318

$4,163,217

28 March 2025

Conversion of loan interest to shares

Shares at 1p share 

49,003,680

$634,402

$104,621

31 December 2025

Closing balance

949,189,797

$12,590,269

$39,543,059

 

(b) ordinary shares

Each holder of ordinary shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the Company.

 

(c) deferred shares

Each holder of deferred shares shall not be entitled to receive notice of, attend or vote at any meeting of the Company (other than a meeting of the holder of the deferred shares), shall not be entitled to any dividends or other distributions (whether on a winding up of the Company or otherwise). On a winding up of the Company, each deferred share shall confer upon its holder the right to receive an amount equal to the nominal amount paid up on such deferred share. 

 

The Company has not concluded any share repurchases since its incorporation.

 

(d) dividends

No dividends were proposed or declared during the period under review (2024: Nil).

 

(e) description and purpose of reserves

(i) share capital

Share capital consists of amounts subscribed for share capital at nominal value.

 

(ii) share premium

Share premium consists of amounts subscribed for share capital in excess of nominal value.

 

(iii) foreign exchange reserve

Cumulative gains and losses on translating the net assets of overseas operations to the presentation currency.

 

(iv) capital contribution reserve

Capital contribution reserve consists of funds introduced to the Company by its shareholders or related parties and are non-reciprocal.

 

(v) share options reserve

Share options and warrants reserve consists of the fair value of options and warrants outstanding at the year end. Refer to Note 17(c) for the outstanding warrants and options at the year end.

 

(vi) accumulated deficit

Accumulated deficit reserve represents the cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

 

16. earnings per share

The calculation of basic and diluted earnings per share at 31 December 2025 was based on the losses attributable to ordinary shareholders of US$9.5 million (2024: US$4.2 million), and an average number of ordinary shares in issue of 924,789,303 (2024: 621,591,869).

 

The Group has potential ordinary shares; however, as the Group is loss-making for both periods, these instruments are anti-dilutive. Consequently, diluted earnings per share are equal to basic earnings per share for both years presented.

 

 

 

31 December 2025

 

31 December 2024

loss attributable to shareholders (in US$)

(9,489,478)

(4,150,517)

weighted average number of ordinary shares

924,789,303

621,591,869

basic and diluted earnings per share (in US$)

 

(0.010)

 

(0.007)

 

 

17. share based payment arrangements

At 31 December 2025, the Group has the following share-based payment arrangements:

 

(a) share option programmes (equity-settled)

The Group has adopted an Option Scheme in order to incentivise key management and staff. Pursuant to the option scheme, a duly authorised committee of the Board of the Company may, at its discretion, grant options to eligible employees, including directors, of the Company or any of its subsidiaries, to subscribe for shares in the Company at a price not less than the higher of (i) the closing price of the shares of the Company on the Stock Exchange on the date of grant of the particular option or (ii) the nominal value of the shares.

 

There were no market conditions within the terms of the grant of the options therefore the main vesting condition for all the options awarded was that the director or employee remained contracted to the Group at the date of exercise.

The conditions relating to the grants of the share option programmes are as follows:

 

The terms relating to the grants of the share option programmes are that on exercise date, the receiver of the options must still be employed by the Company, or in the case of the receiver being retrenched or retired, before three months thereafter, or in the case of the death of the receiver, before six months thereafter.

 

Director share options awarded to the Board and key senior management, on 1 August 2024 exercisable at a price of £0.02 per ordinary share and post period end 19 February 2026 exercisable price £0.0125 and £0.015:

 

Campbell Smyth NED Chair

Angela List - NED Chair (resigned 12 August 2025)

1 August

2024

2 pence 3,750,000

3,750,000

 19 February 2026

1.25 pence

12,000,000

-

 19 February

2026

1.5 pence

12,000,000

 -

Emma Priestley - CEO and ED

8,500,000

20,000,000

20,000,000

Richard Wilkins Ind. NED (resigned 9 February 2026)

3,750,000

-

-

Orrie Fenn Ind. Ned

4,500,000

7,000,000

6,000,000

Michael Jones

Richard Kofi Amegashie

John Cutler

-

-

3,750,000

6,000,000

6,000,000

6,000,000

6,000,000

6,000,000

6,000,000

Total

28,000,000

57,000,000

56,000,000

 

(b) reconciliation of outstanding share options

The movement in outstanding share options during the year was as follows:

 

Holder

Outstanding at 1 January 2025

Granted

Exercised

Lapsed/Cancelled

Outstanding at 31 December 2025

Campbell Smyth (Non-Executive Chairman)

3,750,000

-

-

-

3,750,000

Angela List (former Non-Executive Director)

3,750,000

-

-

-

3,750,000

Emma Priestley (Chief Executive Officer)

8,500,000

-

-

-

8,500,000

Richard Wilkins (Independent Non-Executive Director)

3,750,000

-

-

-

3,750,000

Orrie Fenn (Independent Non-Executive Director)

4,500,000

-

-

-

4,500,000

John Cutler (Chief Operating Officer)

3,750,000

-

-

-

3,750,000

Total

28,000,000

-

-

-

28,000,000

 

No share options were granted, exercised, forfeited or lapsed during the year ended 31 December 2025.

* Angela List ceased to be a director of the Company on 12 August 2025. In accordance with the terms of the applicable share option scheme, her outstanding options remained in issue at 31 December 2025

(c) warrants

All Ordinary Shares issued (excluding deferred shares) pursuant to the exercise of warrants rank pari passu in all respects with the ordinary shares.

 

There were 60,000,000 warrants granted 27 January 2023 for a two-year period following the grant date. The value of the warrants issued was valued at $nil. As the share price was never above the exercise price of the warrant in the financial year ended 31 December 2024, coupled with the fact that the company was suspended for 6 months of the financial year the intrinsic value was a negative amount. The warrants lapsed as at 26 January 2025.

 

During the period, 104,990,000 warrants were awarded, for a new Ordinary Share exercisable at a price of 2 pence per share for 24 months from the date of issue, 23 May 2024, within these, the following were awarded to Directors and key senior management The value of the warrants issued was $nil. As the share price had never met or exceeded the exercise price at the date of issue this was deemed to be the value:

 

Angela List 1,760,000

Emma Priestley 6,250,000

Richard Wilkins 1,760,000

John Cutler 4,320,000

 

These warrants lapsed post period end 24 May 2026.

 

reconciliation of outstanding warrants

the number and weighted average exercise prices

 

number of warrants

31 December 2025

weighted average exercise price

31 December 2025

number of warrants

31 December 2024

weighted average exercise price

31 December 2024

 

 

 

outstanding as at 1 January

164,990,000

2.7p

60,000,000

4.0p

granted during the year

-

-

104,990,000

2.0p

lapsed during the year

(60,000,000)

-

-

-

exercised during the year

-

4.0p

-

-

outstanding at 31 December

104,990,000

2.0p

164,990,000

2.7p

exercisable at 31 December

104,990,000

2.0p

164,990,000

2.7p

The warrants outstanding as at 31 December 2025 have a weighted exercise price of 2p and weighted average life was 144 days.

 

(d) expense recognised in statement of comprehensive income

No expenses were recognised in the period with regards to share based payments (2024: US$Nil).

 

18. borrowings

in united states dollars

31 December 2025

31 December 2024

gold loan

11,598,626

5,993,196

loan derivative

-

-

loan notes

-

3,507,271

current borrowing

11,598,626

9,500,467

loan notes

On 27 January 2023 the parent Company, Goldstone Resources Limited ("GRL"), issued convertible loan notes to Blue Gold International Limited, ("BGL") in the nominal amount of £2,400,000 (the "Loan Notes") which were due for redemption on 30 November 2024. 

 

On 20 December 2024, Blue Gold (now renamed Future Global Resources Limited), the Company, and Blue Gold's secured lender, Devonport Capital Limited ("Devonport"), agreed that the loan note and all related interest, £390,419.55, would be transferred to Devonport (or one of its affiliates). At the same time, the repayment date was extended to 31 January 2025. Interest stopped accruing from 20 December 2024.

 

Under the agreement, on either the date the loan note is transferred to Devonport or on 31 January 2025 (whichever comes first), the outstanding loan amount together with accrued interest will convert into 85,859,062 new ordinary shares in the Company at a conversion price of 3.25 pence per share. This will fully settle the outstanding balance and accrued interest, which is expected to total £2,790,419.51.

 

In addition, as consideration for the agreement, the Company will issue Devonport with a further 61,833,246 new ordinary shares.

 

Together, these shares amount to 147,692,308 new ordinary shares, representing approximately 16% of the Company's issued share capital at the date of this announcement.

 

The new shares were allotted on 28 January 2025, the Conversion Shares and Consideration Shares (together, the "Devonport Shares") were allotted to Devonport Capital Limited and this constituted the full and final settlement of the Convertible Loan Notes. The Devonport Shares amount to, in aggregate, 147,692,308 new Ordinary Shares, equal to approximately 16 per cent. of the enlarged issued share capital of the Company.

 

BGL also received warrants to subscribe for up to 60,000,000 Ordinary Shares at a price of £0.04 per share exercisable at any time until 26 January 2025 (the "Warrants). These warrants lapsed.

 

Devonport Capital Limited ("Devonport") sold the shares in the market. They are no longer a shareholder.

 

gold loan

The Company entered into a loan agreement with Asian Investment Management Services Limited ("AIMSL") in June 2020, for a gold loan of up to 2,000 troy ounces of gold at a price of US$1,500 per troy ounce, equating to a value of US$3.0 million before expenses. AIMSL and the Company agreed during 2021 to a further extension to the timing of payment of the principal and interest on the Gold Loan, to 19 September 2021 (being the maturity date of the Gold Loan) (the ''Extension''), although at the default interest rate of 17%. Interest therefore accrued at the default rate of 17%.

 

In January 2022, a payment of 19kg of gold was made in order to repay the interest due for October, November, and December 2021. The payment was against the principal and accrued interest, with the interest paid in full and reducing the principal from 2,000 oz to 1,924.61 oz.

 

It was further agreed with AIMSL that in order to enable the Company to efficiently manage shipments, it would not be deemed an event of default if the monthly payments set out in the Company's announcement on 20 September 2021 were not made at the end of each month.

 

On 29 September 2022, it was agreed with AIMSL to vary the terms of the Agreement as follows:

· the date for repayment of the gold Loan shall be extended to 30 September 2023 (the ''Revised Term'') and the Maturity Date stated in Schedule 1 of the Agreement shall be amended accordingly; and

· interest shall continue to accrue on the gold Loan at the non-default rate of 14% per annum until the date of repayment.

On 3 January 2024, the Company announced a Standstill Agreement with AIMSL which provided the Company with the potential to defer repayment of the gold loan until 29 June 2024, this has subsequently been extended to 31 December 2025. A total of 675 oz (21 kilos) of gold has been paid to AIMSL in respect of the Gold Loan, to the date of signing this report.

As at 30 December 2024, the outstanding principal of the gold Loan stood at 1,871.31 troy ounces, with accrued interest to date of 642.93 troy ounces, at 28 March 2025, a conversion of interest was made, in accordance with Resolution 7c of the AGM Circular 11 April 2024 which then resulted in aggregate, a principal 1,871.31 troy ounces of gold and interest 495.20 troy ounces.

 

As at 30 December 2025, the outstanding principal of the gold Loan stands at 1,871.31 troy ounces, with accrued interest to date of 801.40 troy ounces, AIMSL agreed to a Standstill Agreement, signed 30 December 2025, to extend the maturity date to 31 December 2026 and to an interest freeze to 30 June 2026. Post year end, 5 February 2026, a further conversion of interest was made which amounted to 450 troy ounces, which resulted in a principal of 1,871.31 troy ounces of gold and interest 351.40 troy ounces.

 

19. trade and other payables

in united states dollars

31 December 2025

31 December 2024

trade payables

other payables

accruals

1,505,161

1,417,764

 1,451,136

1,089,721

1,021,298

1,011,206

Total

4,374,061

3,122,225

 

20. contingent liabilities

Goldstone Akrokeri Limited has a contingent liability for 1,793,032 Ghanaian Cedi equivalent to US$ 171,033 to cover the litigation cases for alleged land and crop compensation disputes. The obligation of this liability is not considered to be payable within the foreseeable future, the monies have been allocated at the subsidiary level. 

Potential contingent liability - Legal proceedings

The Group has become involved post year end with a legal proceeding arising in the ordinary course of business. This matter includes a claim brought by a former director and related party in connection with historic corporate and operational matters.

The Directors, having taken external legal advice, consider that the outcome of this proceeding cannot presently be determined with any certainty. At the reporting date, no provision has been recognised in respect of this matter, as the Directors do not consider that a present obligation exists that meets the recognition criteria under IAS 37, nor can any potential obligation be measured reliably.

The matter will continue to be monitored and reviewed as the legal proceeding progresses.

 

21. reconciliation of net debt

 

in united states dollars

year ended 31 December 2024

 

 

cash flows

other non-cash changes

year ended

31 December 2025

net cash:

 

cash at bank and in hand

95,782

339,082

-

434,864

 

 

debt:

 

shareholder loan

-

-

-

-

gold loan

(5,993,196)

 (5,605,430)

-

(11,598,626)

derivative

-

 6,333,075

 (6,333,075)

-

loan notes

(3,507,271)

 3,507,271

-

-

(9,500,467)

 4,234,916

 (6,333,075)

 (11,598,626)

 

 

net debt:

 (9,404,685)

 4,573,998

 (6,333,075)

 (11,163,762)

 

Other non-cash changes relate to interest accruing on the gold loan.

 

 

in united states dollars

year ended 31 December 2023

 

 

cash flows

other non-cash changes

year ended

31 December 2024

net cash:

 

cash at bank and in hand

121,432

(25,650)

 

95,782

 

 

debt:

 

shareholder loan

 

gold loan

(3,399,853)

(2,593,343)

-

(5,993,196)

derivative

(1,563,761)

3,602,879

(2,039,118)

-

loan notes

(3,169,155)

(338,116)

-

(3,507,271)

(8,132,769)

671,420

(2,039,118)

(9,500,467)

 

 

net debt:

(8,011,337)

645,770

(2,039,118)

(9,404,685)

 

22. financial instruments

(a) financial risk management

Financial instruments comprise of cash, receivables and payables including the various loans and bonds. Financial risk management of the Group is governed by policies and guidelines described in the Group's Financial Reporting Memorandum approved by the Board. Group policies and guidelines cover interest rate risk, foreign currency risk, credit risk and liquidity risk. The objective of financial risk management is to contain, where appropriate, exposures in these financial risks to limit any negative impact on the Group's financial performance and financial position.

 

The Group's only financial instrument which is valued at fair value through the profit and loss account is the gold loan. The value is determined using level 1 inputs using the market price of gold.

 

(b) credit risk

Credit risk is the risk of financial loss to the Group if its main customer fails to meet its contractual obligations. The maximum credit risk exposure relating to financial assets is represented by their carrying value as at the consolidated statement of financial position reporting date. The Group's exposure to significant concentration on credit risk on trade and other receivables is considered low as the main customer is reputable and the company has a strong relationship in place. The Group does not have any credit risk.

 

 

(c) liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset when they fall due. Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk management framework for the management of the Group's liquidity management requirements. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows, and by preserving cash resources through minimising the cash burn out rate achieved through cost reduction. The financial liabilities of the Group are mainly creditors which are payable on demand, hence it is the opinion of the Board that an analysis of liabilities by maturity dates is not appropriate, this is detailed at Note 19.

 

(d) market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group's income or the value of its holding in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

 

(i) foreign currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group has cash assets denominated in British Pound Sterling, United States Dollars and Ghanaian Cedis and incurs liabilities for its working capital expenditure in one of these denominations. Payments are made in British Pound Sterling (GBP), United States Dollars (US$) and Ghanaian Cedis (GHS), at the pre-agreed price and converted (if necessary) as soon as payment needs to occur. Currency conversions and provisions for expenditure are only made as soon as debts are due and payable. The Group is therefore exposed to currency risk in so far as its liabilities are incurred in Ghanaian Cedi and fluctuations occur due to changes in the GHS/US$ exchange rates. The Group's policy is not to enter into any currency hedging transactions.

The directors consider currency risk to be manifested in the expenditure made on a day-to-day basis in Sterling, Ghanaian Cedi and US Dollars. The directors have undertaken a policy of holding cash raised in Sterling and US Dollars and to convert funds to Ghanaian Cedi as and when required.

 

The exchange rates converted to United States Dollars affecting the Group were as follows:

 

 

average rate 2025

reporting date spot rate 2025

average rate 2024

reporting date spot rate 2024

 

 

 

British Pound Sterling to US dollars

1.3190

1.3448

1.2781

1.2516

Ghanaian Cedis to US dollars

0.088

0.095

0.069

0.068

 

 

 

A strengthening (weakening) of GBP or GHS against USD at 31 December 2024 would have affected the measurement of financial instruments denominated in a foreign currency and increased (decreased) equity and profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. The sensitivity analysis includes only outstanding foreign currency denominated financial assets and liabilities and adjusts this translation at year end for a percentage change in foreign currency rate thus indicating the potential movement in equity.

 

in united states dollars

equity strengthening

2025

equity weakening

2025

equity strengthening

2024

equity weakening

2024

 

 

 

 

 

 

Ghanaian cedis 10% (2024: 10%)

1,472,944

(1,472,944)

925,063

(925,063)

Total

1,472,944

(1,472,944)

925,063

(925,063)

 

 

The percentage change in foreign currency rate used to adjust the translation of outstanding foreign currency denominated financial assets and liabilities is in the opinion of the directors appropriate.

 

(ii) interest rate risk

The risks caused by changes in interest rates are minimal since the Group's only interest-bearing financial asset pertains to cash. The Group has a loan agreement with AIMSL. The interest rate is fixed at 14% or 17%. The Group is therefore not subject to a significant amount of risk due to fluctuations in the prevailing levels of market interest rates and as such has not prepared a sensitivity analysis.

 

23. related parties

The key management personnel is considered to be only the directors. Details of their remuneration are disclosed below.

salaries and other short-term benefits - detail:

in united states dollars

31 December 2025

 

31 December 2024

Director's remuneration: executive - E Priestley - cash

79,434

105,500

Director's remuneration: executive - E Priestley - shares

-

90,000

Director's remuneration (accrued fee): executive - E Priestley

240,067

74,500

Director's remuneration (accrued BIK): executive - E Priestley

-

39,375

Director's remuneration: non-executive - R Wilkins - cash

-

12,000

Director's remuneration: non-executive - R Wilkins - shares

-

28,000

Director's remuneration (accrued fee): non-executive - R Wilkins

76,800

6,300

Director's remuneration (accrued BIK): non-executive - R Wilkins

-

16,800

Director's remuneration: non-executive - W Trew - cash

-

56,400

Director's remuneration: non-executive - A List - cash

-

-

Director's remuneration: non-executive - A List - shares

-

28,000

Director's remuneration (accrued fee): non-executive - A List

91,200

6,300

Director's remuneration (accrued BIK): non-executive - A List

-

38,400

Director's remuneration: non-executive - O Fenn - cash

-

4,800

Director's remuneration: non-executive - O Fenn - shares

-

-

Director's remuneration (accrued fee): non-executive - O Fenn

98,800

52,000

Director's remuneration (accrued BIK): non-executive - O Fenn

-

6,300

Director's remuneration: non-executive - C Smyth- cash

-

-

Director's remuneration: non-executive - C Smyth - shares

-

-

Director's remuneration (accrued fee): non-executive - C Smyth

50,700

16,800

Director's remuneration (accrued BIK): non-executive - C Smyth

-

-

total 

637,001

 

581,475

The total amount payable to the highest paid director in respect of emoluments was US$180,000 (2024: US$180,000). No directors exercised any share options during the year (2024: Nil).

 

E Priestley's remuneration ceased to be paid to Santon Consultancy Services Limited, following 31 December 2024, a company in which she was a director and sole shareholder.

 

R Wilkins's remuneration was paid to KSJ Investments Limited, a company in which he is a director. R Wilkins owns 90% of the parent company that in turn owns 100% of KSJ Investments Limited.

 

C Smyth's remuneration was paid to Clariden Capital Limited, a company in which he is a director and sole shareholder.

 

Benefits in kind include pension contributions and medical insurance.

 

MAED (UK) Limited (''MAED'') is a related party, as it is wholly owned by W Trew. At the year-end there is an amount owing to MAED of US$Nil, (2024: US$141,632), for services provided during the financial year.

 

24. group entities

Details of the Group's subsidiaries at the end of the reporting period are as follows:

 

 

country of incorporation and operation

principal activity

ownership interest

2025

ownership interest

2024

 

GoldStone Akrokeri Limited

Ghana

Development and exploration of gold and associated elements

100%

100%

GoldStone Homase Limited

Ghana

Dormant

100%(*)

100%(*)

 

(*) Held indirectly via GoldStone Akrokeri Limited

 

Under Article 105(11) of the Companies (Jersey) Law 1991, the directors of the holding company need not prepare separate accounts (i.e. company only accounts) if consolidated accounts for the Company are prepared, unless required to do so by the members of the Company by ordinary resolution. The members of the Company have not passed a resolution requiring separate accounts and, in the directors' opinion, the Company meets the definition of a holding company. As permitted by the law, the directors have elected not to prepare separate accounts.

 

25. ultimate controlling party

The directors consider that there is no ultimate controlling party of the Group.

 

26. restatement

During the year, management reviewed the presentation of certain amounts within the financial statements. As a result, certain comparative amounts have been reclassified to provide information that is more relevant and consistent with the current year's presentation. These reclassifications have no effect on the previously reported results of operations, total comprehensive income, cash flows, net assets, or shareholders' equity.

 

in united states dollars

year ended 31 December 2024

(as previously reported)

 

 

reclassification

year ended 31 December 2024

(restated)

statement of comprehensive income:

 

cost of sales

3,728,443

(1,917,229)

1,811,214

administrative expenses

3,334,027

1,917,229

5,251,256

 

27. subsequent events

Since 1 January 2026 and up to the date of approval of these financial statements, the Group has continued to progress its operational, corporate and funding activities.

 

Following the announcement on 21 January 2026, announcing the Extraordinary General Meeting, held on 5 February 2026, the Company held the Meeting at which all resolutions proposed to shareholders were duly passed. These approvals enabled the Company to proceed with a £2 million (USD 2.6 million) investment to support its corporate and financing objectives. Approximately £1.4 million (USD 1.8 million) of the net proceeds is intended to be applied towards commencing and accelerating exploration activities at the Homase Mine in Ghana and for general working capital purposes, with a further £0.6 million (USD 0.8 million) invested in Sierra Leone. The Sierra Leone investment forms part of the Company's strategy to broaden its asset base and pursue opportunities within the gold mining sector in West Africa.

 

The Company also announced that Asian Investment Management Services Limited ("AIMSL") agreed to accept settlement of approximately £1.45 million of accrued interest under the gold loan agreement entered into on 19 June 2020 by way of conversion into equity, at an agreed conversion price of USD4,250 per ounce and an exchange rate of USD0.74. Accordingly, the Company issued 144,855,000 new ordinary shares (the "Interest Conversion Shares"). AIMSL holds 29.91% of the enlarged issued share capital of the Company. Following the issue of the Interest Conversion Shares, the accrued interest remaining on the gold Loan amounts to 351.40 troy ounces, in addition to the outstanding principal balance of 1,871.31 troy ounces.

 

In order to preserve cash resources for working capital purposes, certain directors of the Company agreed to convert, in aggregate, USD301,153 (approximately £222,853), representing 50% of outstanding directors' fees accrued and unpaid for the period from 1 January 2024 to 31 December 2025, into 22,285,317 new ordinary shares in the Company.

 

The Company also agreed to issue 2,500,000 new ordinary shares to an adviser in settlement of outstanding fees, together with warrants over new ordinary shares on the same terms as the warrants issued pursuant to the subscription.

 

On 19 February 2026, the Company granted options to certain directors and senior management. The award of these options is intended to align the interests of management and shareholders and to support the long-term development of the Company.

 

On 7 April 2026, the Company announced the appointment of Dr Bob Foster to the Board. Dr Foster brings significant geological, technical and mining sector experience, which the Directors believe will be valuable as the Company continues to develop and assess its existing and future mining opportunities.

 

As announced by the Company 29 June 2026, AIMSL have agreed to an extension to the terms of the standstill agreement originally entered into, and announced, on 29 December 2023 (the "Standstill Agreement"), under the revised terms of the Standstill Agreement, the maturity date of the Gold Loan has been extended from 31 December 2026 to 30 June 2027. In addition, the interest freeze on the loan has been extended from 30 June 2026 to 30 September 2026.

 

The Directors continue to monitor the Group's working capital position and funding requirements and remain engaged with key stakeholders, investors, contractors and advisers in support of the Group's ongoing activities.

 

Other than the matters noted above and disclosed elsewhere in these financial statements, there have been no material events occurring after the reporting date that require adjustment to the financial statements for the year ended 31 December 2025.

 

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