XLON:COR ESEF Annual Report
CORPUS RESOURCES PLC (XLON:COR)
ESEF Annual Report
2026-06-25
For: 2025-12-31
View Original
Added on
September 18, 2026
Registered Company Number: 09976843
Annual Report and Financial Statements
for the year ended 31 December 2025
Corpus Resources Plc
Annual Report 2025
Contents
Page Number
Company Information
(i)
Chairman’s Statement
1
Strategic Report
3
Directors’ Report
7
Remuneration Report
14
Statement of Directors’ Responsibilities in Respect of the Strategic Report, the
Directors’ Report and the Financial Statements
17
Independent Auditors’ Report to the Members of Corpus Resources Plc
18
Consolidated Statement of Comprehensive Income
24
Consolidated Statement of Financial Position
25
Consolidated Statement of Changes in Equity
26
Consolidated Statement of Cash Flows
28
Notes to the Consolidated Financial Statements
29
Company Statement of Financial Position
52
Company Statement of Changes in Equity
53
Company Statement of Cash Flows
54
Notes to the Company Financial Statements
55
Corpus Resources Plc
Annual Report 2025
Company Information
Directors
Richard Glass
Chairman and Non-Executive Director
Paul Forrest
Executive Director
James Stenhouse
Non-Executive Director
Company Secretary
Sam Quinn
Registered Company Number
09976843
Website
www.corpusresources.com
Registered Address
6 Floor
99 Gresham Street
London
EC2V 7NG
Independent Auditors
Anstey Bond LLP
1 Charter House Mews
London
EC1M 6BB
Company’s Solicitors
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
Broker
AlbR Capital Limited
80 Cheapside
London
EC2V 6DZ
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
B63 3DA
Bankers
Barclays Bank Plc
Level 27
One Churchill Place
London
E14 5HP
Corpus Resources Plc
Annual Report 2025
1
Chairman’s Statement
I am pleased to present the annual report for Corpus Resources Plc (the “Company”) for the financial year
ended 31 December 2025.
Period in Review
The year under review was an important period of stabilisation, restructuring and repositioning for the
Company.
On 19 February 2025, the Company fully implemented the Company Voluntary Arrangement (“CVA”)
approved by the Company’s creditors and shareholders at meetings held on 5 September 2024. The
successful completion of the CVA represented a significant milestone for the Company, materially
reducing legacy liabilities and providing a clearer platform from which to consider future opportunities.
During the year, the Company completed two equity fundraises. On 11 February 2025, the Company
raised £99,000, before expenses, through the placing of 659,999,997 new ordinary shares of 0.01 pence
each (“Ordinary Shares”) at a price of 0.015 pence per Ordinary Share. On 30 June 2025, the Company
raised a further £200,000, before expenses, through the placing of 1,333,333,333 new Ordinary Shares
at a price of 0.015 pence per Ordinary Share.
Following the year end, on 23 April 2026, the Company raised a further £311,000, before expenses.
Together with the completion of the CVA, this additional funding has strengthened the Company’s
financial position and provided a more stable foundation from which to pursue its stated strategy.
I am also pleased that, following the year end, James Stenhouse joined the Board as a Non-Executive
Director on 23 April 2026. James brings valuable commercial, technical and industry network experience,
which will further strengthen the Board as it continues to assess and pursue potential opportunities.
The Board continues to review potential oil and gas opportunities, which may be suitable for the Company,
including opportunities that may constitute a reverse takeover. Any such transaction would remain subject
to, among other things, appropriate due diligence, commercial negotiation, funding, shareholder approval
where required, and compliance with all applicable legal and regulatory requirements.
I would also like to record my appreciation to my fellow Board members for their significant commitment,
support and hard work. The Directors continue to support the Company’s disciplined approach to cash
management, including by agreeing to the accrual of their remuneration rather than requiring immediate
cash settlement.
Results
For the year ended 31 December 2025, the Group generated a profit of US$3,473,700 (2024: a loss of
US$586,344). The profit arose principally from the write-back of creditors payable under the CVA of
US$4,070,365 (2024: Nil), as detailed in note 7 to the Financial Statements.
Administrative expenses reduced to US$395,470 in 2025 (2024: US$412,589), reflecting the Board’s
continued focus on cost discipline. Finance expenses also decreased materially to US$1,316 in 2025
(2024: US$213,784), principally as a result of the settlement of loans pursuant to the CVA and the related
reduction in interest expense.
Outlook
The successful implementation of the CVA and the subsequent fundraises have placed the Company in
a materially improved position. The Board’s immediate focus is to maintain a disciplined cost base,
preserve cash resources and identify acquisition opportunities capable of delivering long-term value for
shareholders.
Corpus Resources Plc
Annual Report 2025
2
Chairman’s Statement continued
The Company remains focused on the oil and gas sector, where the Board believes attractive
opportunities may exist for a listed company with an appropriate capital structure and a clear execution
strategy. In assessing potential transactions, the Board is focused on opportunities where the Company
may be able to combine access to capital and public markets with commercial rigour, technical expertise
and disciplined execution to support assets with meaningful development or appraisal potential.
The Board will continue to evaluate such opportunities carefully, with particular regard to asset quality,
jurisdictional risk, technical merit, funding requirements, regulatory implications and the potential to create
sustainable shareholder value. Any transaction pursued by the Company will be considered in accordance
with the Company’s obligations under the UK Listing Rules, the UK Market Abuse Regulation and all other
applicable legal and regulatory requirements.
While there can be no certainty that any transaction will be completed, the Board believes that the
Company is now better positioned to pursue a potential transaction than it has been for some time. We
look forward to updating shareholders as and when appropriate.
Richard Glass
Non-Executive Chairman
11 June 2026
Corpus Resources Plc
Annual Report 2025
3
Strategic Report
Financial Results
The Company’s profit for the year ended 31 December 2025 was US$3,473,700 (2024: a loss of
US$586,344). This profit arose principally from the write-back of creditors payable under the Company
Voluntary Arrangement, totaling US$4,070,365 (2024: Nil). Please see note 7 to the Financial Statements
for further details.
The Company generated no revenue during the year (2024: Nil).
Profit per share was US$0.0015 (2024: a loss per share of US$0.001).
The Group currently has no source of revenue and is reliant on equity funding and loans to meet its
ongoing overhead expenditure. The Group held cash balances of US$37,172 as at 31 December 2025
(2024: US$20,465).
The Directors note that the Group will require additional funding to continue operations for the foreseeable
future and that this gives rise to a material uncertainty, which may cast significant doubt on the Group’s
ability to continue as a going concern.
On 23 April 2026, following the year end, the Company successfully raised £311,000 through a private
placement by the issue of 3,110,000,000 new ordinary shares of 0.01 pence each in the Company at a
price of 0.01 pence per ordinary share.
The Directors are confident that the Group will be able to raise, as required, additional funding to enable
it to continue its operations and to meet its liabilities as and when they fall due for at least the next twelve
months from the date of approval of the Group Financial Statements. The Group Financial Statements
have therefore been prepared on a going concern basis.
The Company is led by three Directors, who provide their services under contractual arrangements, and
is supported by a skilled part-time administrator.
Principal Activities
The Company was incorporated in England and Wales on 29 January 2016 and is currently considered
a standard listing (transition) category Company by the Financial Conduct Authority under the revised
listing rules.
The Group’s business is operated through the United Kingdom and is focused on identifying and acquiring
a new business in a promising sector within and outside the United Kingdom.
Review of the Business
On 19 February 2025, the Company fully implemented the Company Voluntary Arrangement.
On 11 February 2025, the Company raised £99,000, before expenses, through a placing of 659,999,997
new ordinary shares of 0.01 pence each (“Ordinary Shares”) at a price of 0.015 pence per Ordinary Share.
On 30 June 2025, the Company raised a further £200,000, before expenses, through a placing of
1,333,333,333 new Ordinary Shares at a price of 0.015 pence per Ordinary Share.
Following the year end, on 23 April 2026, the Company raised £311,000, before expenses, through a
private placement of 3,110,000,000 new Ordinary Shares at a price of 0.01 pence per Ordinary Share.
The 23 April 2026 private placement included subscriptions of:
- £55,000 from Richard Glass, Non-Executive Chairman of the Company; and
- £106,000 from James Stenhouse, the newly appointed Non-Executive Director of the Company.
Corpus Resources Plc
Annual Report 2025
4
Strategic Report continued
The balance of the private placement, being £150,000, was subscribed for by external investors.
The successful implementation of the CVA, together with the 23 April 2026 private placement, has
strengthened the Company’s financial position and provided a more stable platform from which to pursue
its strategy, including the assessment of potential acquisition opportunities, which may constitute a
reverse takeover.
Key Performance Indicators (KPIs)
As the Company was focused on restructuring its balance sheet, the Directors take the view that KPIs
would not provide materially useful information to investors at this time. As the business develops further,
the addition of KPIs will be considered and added as appropriate.
Principal Risks and Risk Management
As the Company has restructuring its balance sheet during 2025, the primary risk to the business during
this period is going concern risk and a potential inability to fund the business through to a successful RTO.
The Company’s risk management strategies include:
- utilising the Directors’ fundraising experience and market relationships to seek to maintain access to
appropriate funding during the transition period;
- actively seeking and evaluating suitable project opportunities in the oil and gas sector;
- maintaining clear, timely and appropriate communication with shareholders and other stakeholders
regarding the Company’s progress, subject always to applicable legal and regulatory requirements;
and
- preserving cash resources through disciplined capital allocation and ongoing cost control during the
transition period.
Liquidity and solvency risk
The Company is also exposed to liquidity and solvency risk, where its ability to meet short-term and long-
terms obligations depends on the ability of the Company to fund the business. Strict on-going cost control,
stakeholder engagement and the continued assessment of potential acquisition opportunities are the
objective to promote long term success of the Company to address liquidity and solvency risk.
Corporate Responsibility
The Company takes its responsibilities as a corporate citizen seriously. The Board’s primary goal is to
create shareholder value in a responsible way, which serves all stakeholders.
Section 172 Statement
Section 172 of the Companies Act 2006 requires each Director to act in the way they consider, in good
faith, would be most likely to promote the success of the Company for the benefit of its members as a
whole. In doing so, the Directors must have regard, among other matters, to the likely consequences of
any decision in the long term, the interests of the Company’s employees, the need to foster business
relationships with suppliers, customers and others, the impact of the Company’s operations on the
community and the environment, the desirability of maintaining a reputation for high standards of business
conduct, and the need to act fairly as between members of the Company.
The Directors are aware of, and continue to have regard to, their responsibilities under section 172. In the
context of the Company’s current status, the Board’s principal focus has been on stabilising the Company,
preserving cash resources, completing the Company Voluntary Arrangement (“CVA”), maintaining
appropriate engagement with shareholders and other stakeholders, and assessing potential
opportunities, which may be capable of delivering long-term value for shareholders.
Corpus Resources Plc
Annual Report 2025
5
Strategic Report continued
- The likely consequences of any decision in the long term.
During the year, a key decision for the Board was the implementation of the CVA, which had been
approved by the Company’s creditors and shareholders at meetings held on 5 September 2024. The
CVA was fully implemented on 19 February 2025 and represented an important step in restructuring
the Company’s legacy liabilities. In the Board’s view, the successful completion of the CVA has
provided the Company with a clearer platform from which to consider new business opportunities in
the interests of shareholders as a whole.
- The interests of the Company's employees.
The Company currently has three Directors, who provide services under contractual arrangements,
and is supported by a part-time administrator. The Company has limited operational activity and no
revenue-generating assets at present.
- The need to foster the Company's business relationships with suppliers, customers and others.
The Company acknowledge the importance of maintaining good relationship with suppliers and
customers, creditors and service provider. The Company communicates them regularly as needed.
Given the current status of the Company, the business relationship is very limited.
- The impact of the Company's operations on the community and the environment.
The Company maintains it business while keeping in mind the highest standards of health, safety,
security and protection. The Company will adopt a sustainability policy in the future as the need arises,
which will depend on the nature of its new business operations.
- The desirability of the Company maintaining a reputation for high standards of business conduct.
The Directors believe that the actions taken during the year, including the completion of the CVA,
ongoing cost control, stakeholder engagement and the continued assessment of potential acquisition
opportunities, are consistent with their duties under section 172 and with the objective of promoting
the long-term success of the Company for the benefit of its members as a whole.
- The need to act fairly as between members of the Company.
The Board regularly considers the Company’s principal stakeholders and the manner in which the
Company engages with them. Given the Company’s current stage of development and limited
operational activities, the Company’s key stakeholders include its shareholders, creditors, advisers,
service providers, regulatory authorities and contractual personnel. The relevance of each
stakeholder group may vary depending on the matter under consideration, and the Board seeks to
take their interests into account as part of its decision-making process.
The Board welcomes engagement with shareholders and the capital markets more generally. This is
achieved through appropriate dialogue with shareholders, prospective shareholders, advisers and
capital markets participants, including the Company’s corporate broker. Feedback from such
engagement is shared with the Board where relevant. Investors and prospective investors may also
access information through the Company’s regulatory announcements and corporate website.
As the Company continues to assess potential acquisition opportunities, including opportunities which
may constitute a reverse takeover, the Board is mindful of the need to ensure that all communications
with shareholders and the market are made in accordance with the Company’s obligations under the UK
Listing Rules, the UK Market Abuse Regulation and all other applicable legal and regulatory requirements.
Corpus Resources Plc
Annual Report 2025
6
Strategic Report continued
Governance
The Board considers sound governance as a critical component of the Company’s success and the
highest priority. The Company has an effective and engaged Board.
Analysis by Gender
Category
Male
Female
Directors
3*
0
Senior Managers
0
0
Other Employees
0
0
*Following the year end, James Stenhouse joined the Board as a Non-Executive Director on 23 April 2026.
Principal risk and risk management as part of Company’s governance are discussed on page 4 of this
report.
Diversity and Inclusion
The Company is committed to promoting equality, diversity and inclusion and does not discriminate on
the grounds of age, gender, nationality, ethnic or racial origin, disability, sexual orientation, marital status
or any other protected characteristic. The Board does not support discrimination in any form and all
appointments are made on the basis of merit, skills, experience and the requirements of the role.
The Company currently has a small Board, comprising three Directors, who provide their services under
contractual arrangements, and is supported by a part-time administrator. As a result, the Company has
limited scope at this stage to implement broader workforce diversity initiatives or targets. However, the
Board recognises the importance of diversity and inclusion and will continue to take these matters into
account in future appointments and, where appropriate, in connection with any future transaction or
expansion of the Company’s activities.
Health and Safety
The Company has a Health and Safety at Work policy, which is reviewed regularly by the Board and is
committed to the health and safety of its employees and others, who may be affected by the Company’s
activities. The health and safety procedures used by the Company ensure compliance with all applicable
legal, environmental and regulatory requirements as well as its own internal standards.
Outlook
Following the implementation of the CVA on 19 February 2025 and the restructuring of the Company’s
historic balance sheet, the Company now has a more stable foundation from which the Directors can
assess and pursue potential acquisition opportunities, including opportunities which may constitute a
reverse takeover.
Signed by order of the Board,
Richard Glass
Non-Executive Chairman
11 June 2026
Corpus Resources Plc
Annual Report 2025
7
Directors’ Report
The Directors present their report on the Company, together with the audited Financial Statements of the
Company for the year ended 31 December 2025.
Cautionary Statement
The review of the business and its future development in the Strategic Report has been prepared solely
to provide additional information to shareholders to assess the Company’s strategies and the potential for
these strategies to succeed. It should not be relied on by any other party for any other purpose. The
review contains forward looking statements, which are made by the Directors in good faith based on
information available to them up to the time of the approval of the reports and should be treated with
caution due to the inherent uncertainties associated with such statements.
Results and Dividends
Given the nature of the business and its development strategy, it is unlikely that the Board will recommend
a dividend in the next few years. The Directors believe that the Company should seek to re-invest any
profits to fund the Company’s growth strategy over the short- and medium-term horizons.
Business Review and Future Developments
Details of the business activities and developments made during the period can be found in the Strategic
Report and in note 1 to the Financial Statements respectively.
Financial Instruments and Risk Management
Disclosures regarding financial instruments are provided within note 21 to the Financial Statements.
Capital Structure and Issue of Shares
Details of the Company’s share capital, together with details of the movements during the period, are set
out in note 18 to the Financial Statements. The Company has one class of Ordinary Shares and one class
of Deferred Shares, which carry no rights to fixed income.
Directors
The Directors of the Company, who have served during the year and at the date of this report are:
Director
Role
Date of
Appointment
Date of
Resignation
Board Committee*
Richard Glass
Chairman and Non-
Executive Director
20/09/2024
-
N, R, A
Paul Forrest
Executive Director
20/09/2024
-
N, R, A
James Stenhouse
Non-Executive Director
23/04/2026
-
N, R
*Board Committee abbreviations are as follows: N = Nomination Committee; A = Audit and Risk Committee; R = Remuneration
Committee.
Corpus Resources Plc
Annual Report 2025
8
Directors’ Report continued
Board of Directors
Details of the current Directors and their backgrounds are as follows:
Richard Glass
Non-Executive Director and Non-Executive Chairman
Richard holds a Bachelor of Science in Electro-Mechanical Engineering and a Master of Business
Administration from the University of Cape Town. He began his career at Accenture, working across the
UK, Europe, the Middle East and the Far East, before joining Investec, the international banking and
wealth management group.
He has since co-founded and managed a number of resource and real estate investment businesses in
South Africa and the UK. He advises a select group of listed and unlisted investment companies, asset
managers, banks and financial services businesses, with a focus on deal origination and execution,
project structuring, securitisation, financing and delivery.
Richard is also a non-executive director of AIM-listed Angus Energy Plc.
Paul Forrest
Executive Director
Paul has 19 years’ experience in the natural resources sector, spanning both offshore and onshore oil
and gas. This includes 10 years in offshore oil and gas in the Philippines and a further 9 years in the
United Kingdom’s onshore oil and gas sector, culminating in the acquisition of the Saltfleetby Project in
2019.
He is the former Financial Controller of AIM-listed Forum Energy Plc and Celtic Resources Plc, and a
former board member of Angus Energy Plc.
James Stenhouse
Non-Executive Director
James is a highly accomplished well operations and oil and gas executive with over 19 years of
international industry experience, with expertise in well testing, completions, production operations, field
development and well operations.
He is the Founder and Managing Director of H2Oil Group, a business he has led since 2009, driving its
expansion across multiple international markets, including Europe, the Middle East, Africa, Asia-Pacific
and the Americas. Mr. Stenhouse has also played a leading role in technical and commercial due
diligence, including support for H2Oil’s acquisition of a 50% interest in the EIV-1 gas-producing licence
area in Suceava, Romania.
James is a Member of the Petroleum Club of Romania and an active member of, and mentor within, the
Society of Petroleum Engineers.
Corpus Resources Plc
Annual Report 2025
9
Directors’ Report continued
Directors’ Interests in Shares
Directors’ interests in the shares of the Company, at the date of this report, are disclosed below.
Director
Ordinary Shares Held
% Held
Paul Forrest
166,666,700
2.63%
Richard Glass
550,000,000
8.68%
James Stenhouse
1,100,874,555
17.37%
1,817,541,255
28.68%
Substantial Interests
As at 30 April 2026, the Company has been advised of the following significant interests (greater than
3%) in its ordinary share capital:
Shareholder
Ordinary Shares Held
% Held
James Antony Stenhouse (*1)
1,100,874,555
17.26%
Asco PR Drilling DMCC
1,000,000,000
15.78%
Pershing Nominees Limited (*2)
562,000,000
8.87%
The Bank of New York (Nominees) Limited (*3)
555,000,100
8.76%
Demitra Hajiphilippou
500,000,000
7.89%
Interactive Investor Services Nominees Limited
386,858,318
6.11%
Hargreaves Lansdown (Nominees) Limited (*1)
343,777,577
5.43%
Peel Hunt Partnership Limited
295,892,683
4.67%
Other Shareholders owning less than 3% shareholdings
1,599,444,717
25.24%
(*1) James Stenhouse, Company Director, in addition to his direct holding of 1,093,333,400 ordinary shares in the Company, holds
a further 7,541,155 ordinary shares via Hargreaves Lansdown (Nominees) Limited, resulting in a total holding of 1,100,874,555
ordinary shares in the Company.
(*2) Richard Glass, Company Director, holds 550,000,000 ordinary shares in the Company via Pershing Nominees Limited.
(*3) Paul Forrest, Company Director, holds 166,666,700 ordinary shares in the Company via The Bank of New York (Nominees)
Limited.
Further updates are available on the Company website at: https://corpusresources.com/shareholder-
information/.
Corporate Governance
The Board is committed to maintaining high standards of corporate governance and, so far as appropriate
given the Company’s size and the constitution of the Board, complies with the Corporate Governance
Guidelines for Small and Mid-Sized Companies (the “QCA Code”).
Corpus Resources Plc
Annual Report 2025
10
Directors’ Report continued
The Board
The Board currently comprises one Executive Director and two Non-Executive Directors. The Board is
ultimately responsible for the day-to-day management of the Company’s business, its strategy and key
policies. Members of the Board are appointed by the Shareholders. The Board also has power to appoint
additional directors, subject to such appointments being approved by Shareholders. At least four board
meetings are held per year.
James Stenhouse joined the board on 23 April 2026 and therefore, he did not attend any meetings in
2025.
Director
Number of Meetings Held During
Tenure
Number of Meetings Attended
Richard Glass
4
4
Paul Forrest
4
4
As prescribed by the QCA Code, the Board has established three committees: an Audit and Risk
Committee, a Remuneration Committee and a Nomination Committee.
Each of the committees were formed on admission of the Company to the Standard Listing Segment on
4 October 2017.
The Audit and Risk Committee met twice during 2025.
The Remuneration Committees did not meet during 2025.
Audit and Risk Committee
The Audit and Risk Committee, which comprises Paul Forrest and Richard Glass, is responsible, amongst
other things, for monitoring the Group’s financial reporting, external audits and controls, including
reviewing and monitoring the integrity of the Group’s annual and half-yearly Financial Statements,
reviewing and monitoring the extent of non-audit work undertaken by external auditors, advising on the
appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing
the effectiveness of the external audit process and reviewing the effectiveness of the Group’s internal
control review function. The ultimate responsibility for reviewing and approving the annual report and
accounts and the half-yearly reports remains with the Board. The Audit and Risk Committee gives due
consideration to laws and regulations, the provisions of the UK Corporate Governance Code (the Quoted
Companies’ Alliance code) and the requirements of the Listing Rules. The Audit and Risk
Committee shall meet at least once a year at appropriate intervals in the financial reporting and audit
cycle and otherwise as required.
Remuneration Committee
The Remuneration Committee, which comprises Paul Forrest and Richard Glass, is responsible, amongst
other things, for assisting the Board in determining its responsibilities in relation to remuneration, including
making recommendations to the Board on the Company’s policy on executive remuneration, including
setting the parameters and governance framework of the Group’s remuneration policy and determining
the individual remuneration and benefits package of each of the Company’s Executive Directors and the
Group. It is also responsible for approving the rules and basis for participation in any performance related
pay-schemes, share incentive schemes and obtaining reliable and up-to-date information about
remuneration in other companies.
The Remuneration Committee meets as required.
Corpus Resources Plc
Annual Report 2025
11
Directors’ Report continued
Nomination Committee
The Nomination Committee, which comprises Paul Forrest and Richard Glass, identify and nominate, for
the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nominations
Committee meets as required.
Share Dealing Policy
The Company has adopted a Share Dealing Policy, which sets out the requirements and procedures for
dealings in any of its listed securities. The Share Dealing Policy applies widely to the Directors of the
Company and its subsidiaries, the Company’s employees and persons closely associated with them. The
policy complies with the Market Abuse Regulations, which came into effect on 3 July 2016.
Anti-Bribery and Anti-Corruption Policy
The Company has adopted an Anti-Bribery and Anti-Corruption Policy, which applies to the Directors and
any future employees of the Company. The Directors believe that the Group, through its internal controls,
has appropriate procedures in place to reduce the risk of bribery and that all employees, agents,
consultants and associated persons are made fully aware of the Group’s policies and procedures with
respect to ethical behaviour, business conduct and transparency.
Health and Safety
The Company currently has no operations and will address health and safety requirements in more detail
upon acquisition of a project or execution of an office lease, where the Company bears responsibility for
office health and safety standards.
Relations with Shareholders
As detailed further below, the Directors seek to build on a mutual understanding of objectives between
the Company and its shareholders by meeting to discuss long term issues and receive feedback,
communicating regularly throughout the year and issuing trading updates as appropriate. The Board also
seeks to use the Annual General Meeting to communicate with its shareholders.
Fair, Balanced and Understandable Assessment of Position and Prospects
The Board has shown its commitment to presenting fair, balanced and comprehensible assessments of
the Company’s position and prospects by providing comprehensive disclosures within the financial report
in relation to its activities. The Board has applied the principles of good governance relating to Directors’
remuneration as described below. The Board has determined that there are no specific issues, which
need to be brought to the attention of shareholders.
Remuneration Strategy
The Company operates in a competitive market. If it is to compete successfully, it is essential that it
attracts, develops and retains high quality staff. Remuneration policy has an important part to play in
achieving this objective. The Company aims to offer its staff a remuneration package, which is both
competitive in the relevant employment market and which reflects individual performance and
contribution.
Communication with Shareholders
The Board attaches great importance to communication with both institutional and private shareholders.
Regular communication is maintained with all shareholders through Company announcements, the half-
year Statement and the Annual Report and Financial Statements.
Corpus Resources Plc
Annual Report 2025
12
Directors’ Report continued
The Directors seek to build on a mutual understanding of objectives between the Company and its
shareholders. Institutional shareholders are in contact with the Directors through presentations and
meetings to discuss issues and to give feedback regularly throughout the year. With private shareholders,
this is not always practical.
The Board therefore intends to use the Company’s Annual General Meeting as the opportunity to meet
private shareholders, who are encouraged to attend, and at which the Board will give a presentation on
the activities of the Company.
Following the presentation, there will be an opportunity to meet and ask questions from Directors and to
discuss development of the business.
The Company operates a website at http://www.corpusresources.com
The website contains details of the Company and its activities, regulatory announcements, Company
announcements, interim statements, preliminary statements and annual reports.
Greenhouse Gas Emissions
The Group has as yet minimal greenhouse gas emissions to report from the operations of the Company
and its subsidiaries and does not have responsibility for any other emission producing sources under the
Companies Act 2006 (Strategic Report and Directors Report) Regulations 2014.
Task Force on Climate Financial Disclosures
The Company has no on-going operations therefore the Directors have not made any disclosures against
the Task Force on Climate-related Financial Disclosures (TCFD) framework. The Directors will revisit the
position in the event that a future transaction is completed.
Annual General Meeting
The Company currently intends to hold its Annual General Meeting in July 2026 and further
announcements will follow, and it encourages all shareholders to vote via proxy regardless of their
intention of attending the meeting in person.
Financial Risk Management
The Group is exposed to a variety of financial risks, including currency risk, credit risk and liquidity risk.
Some of the objectives and policies applied by management to mitigate these risks are outlined in note
21 to the Consolidated Financial Statements.
Share Capital
The Company’s Ordinary Shares of £0.0001 per share and Deferred share of £0.0099 represent 100% of
its total share capital. At a meeting of the Company every member present in person or by proxy shall
have one vote for every Ordinary Share of which he is the holder. Holders of Ordinary Shares are entitled
to receive dividends. Deferred shares do not carry any voting right or right to receive dividends.
On a winding-up or other return of capital, holders are entitled to share in any surplus assets pro rata to
the amount paid up on their Ordinary Shares. The shares are not redeemable at the option of either the
Company or the holder. There are no restrictions on the transfer of shares.
Independent Auditors
Following the year end, Anstey Bond LLP were re-appointed as auditor to the Company.
Corpus Resources Plc
Annual Report 2025
13
Directors’ Report continued
Provision of Information to Auditors
Each of the persons, who are Directors at the time when this Directors' Report is approved, has confirmed
that:
- so far as that Director is aware, there is no information relevant to the audit of which the Company's
auditors are unaware; and
- each Director has taken all the steps that ought to have been taken as a director in order to be aware
of any information needed by the Company's auditors in connection with preparing their report and to
establish that the Company's auditors are aware of that information.
Signed by order of the Board
Richard Glass
Non-Executive Chairman
11 June 2026
Corpus Resources Plc
Annual Report 2025
14
Directors’ Remuneration Report
The Board of Directors has established a Remuneration Committee. The Remuneration Committee (the
“Committee”) comprises Paul Forrest and Richard Glass.
The members of the Remuneration Committee have the necessary experience of executive compensation
matters, relevant to their responsibilities as members of such a committee by virtue of their respective
professions, contacts within the minerals industry as well as experience in the broader business
community. In addition, each member of the Remuneration Committee keeps abreast on a regular basis
of trends and developments, affecting executive compensation. Accordingly, it is considered that the
Remuneration Committee has sufficient experience and knowledge to set appropriate levels of
compensation. Neither the Company nor the Remuneration Committee engaged independent consultants
to evaluate the levels of compensation during the year ended 31 December 2025.
Committee’s Main Responsibility
The Remuneration Committee is responsible, amongst other things, for assisting the Board in determining
its responsibilities in relation to remuneration, including making recommendations to the Board on the
Company’s policy on executive remuneration, including setting the parameters and governance
framework of the Group’s remuneration policy and determining the individual remuneration and benefits
package for the Company’s Executive Directors and the Group. It is also responsible for approving the
rules and basis for participation in any performance related pay-schemes, share incentive schemes and
obtaining reliable and up-to-date information about remuneration in other companies. The Remuneration
Committee shall meet as required.
Statement of Policy on Directors’ Remuneration
The Company’s policy is to set remuneration to attract and retain the highest quality of directors and
senior executives, and to:
- align their interests with shareholders;
- avoid incentivising excessive risk taking by executives;
- be proportionate to the contribution of the individuals concerned; and
- be sensitive to pay and employment conditions elsewhere in the market.
The Company is at an early stage of development. As a result, the use of traditional performance
standards, such as corporate profitability, is not considered by the Remuneration Committee to be
appropriate in the evaluation of corporate or Directors’ performance. Discretionary bonuses may be paid
to aid staff retention and reward performance.
The Company provides Executive Directors with base fees, which represent their minimum compensation
for services rendered during the financial year. The base fees of Directors and senior executives depend
on the scope of their experience, responsibilities and performance.
The Remuneration Committee has considered the risk implications of the Company’s compensation
policies and practices and has concluded that there is no appreciable risk associated with such policies
and practices since such policies and practices do not have the potential of encouraging an executive
officer or other applicable individual to take on any undue risk or to otherwise expose the Company to
inappropriate or excessive risks. Furthermore, although the Company does not have in place any specific
prohibitions, preventing executives from purchasing financial instruments, including prepaid variable
forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset
a decrease in market value of options or other equity securities of the Company granted in compensation
or held directly or indirectly by the Director, the Company is unaware of the purchase of any such financial
instruments by any Director.
Corpus Resources Plc
Annual Report 2025
15
Directors Remuneration Report continued
Directors’ Remuneration
The Directors, who held office on 31 December 2025 and who had beneficial interests in the ordinary
shares of the Company, are summarised as follows:
Name of Director
Position
Paul Forrest
Executive Director
Summary Compensation Table (audited)
The following table sets forth the compensation awarded, paid to or earned by each Director during 2025:
2025
Directors’
fees
US$
Social
security
costs
US$
Total cash-
compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
Richard Glass
78,938
9,986
88,924
-
88,924
Paul Forrest
78,938
9,986
88,924
-
88,924
Total Directors’ compensation
157,876
19,972
177,848
-
177,848
Paul Forrest has, through agreement with the Company, agreed to defer US$74,003 (2024: US$22,649)
of his unpaid annual Directors compensation, until the Company is in a stronger financial position, which
at 31 December 2025 totaled US$96,652 (2024: US$22,649), and has been recognised in accruals at the
reporting date.
Richard Glass has, through agreement with the Company, agreed to defer US$74,003 (2024: US$22,649)
of his unpaid annual Directors compensation, until the Company is in a stronger financial position, which
at 31 December 2025 totaled US$96,652 (2024: US$22,649), and has been recognised in accruals at the
reporting date.
Summary Compensation Table (audited)
The following table sets forth the compensation awarded, paid to or earned by each Director during 2024:
2024
Directors’
fees
US$
Social
security
costs
US$
Total cash-
compensation
US$
Share-based
Payments
(options)
US$
Total
compensation
US$
Richard Glass
21,524
2,970
24,494
-
24,494
Paul Forrest
21,524
2,970
24,494
-
24,494
John McGoldrick (resigned 20
September 2024)
39,173
-
39,173
-
39,173
Scott Kaintz (resigned 10
December 2024)
(34,141)
(6,177)
(40,318)
-
(40,318)
Owen May (resigned 29 May
2024)
13,314
-
13,314
-
13,314
Total Directors’ compensation
61,394
(237)
61,157
-
61,157
Corpus Resources Plc
Annual Report 2025
16
Directors Remuneration Report continued
Share-Based Awards (audited)
The Company has not awarded share options to the Directors of the Company in accordance with its
share option plan. There were no awards of annual bonuses or incentive arrangements in the period. All
remuneration was therefore fixed in nature and no illustrative table of the application of remuneration
policy has been included in this report.
Directors’ Interests in Shares (audited)
Directors’ interests in the shares of the Company at the date of this report are disclosed below.
Director
Ordinary Shares Held
% Held
Paul Forrest
166,666,700
2.63%
Richard Glass
550,000,000
8.68%
James Stenhouse
1,100,874,555
17.37%
Other Matters Subject to Audit
The Company does not currently have any pension plans for any of the Directors and does not pay
pension amounts in relation to their remuneration.
Other Matters
The Company does not currently have any annual or long-term incentive schemes in place for any of the
Directors and as such there are no disclosures in this respect.
The performance of the Remuneration Committee is yet to be assessed given the short time frame that it
has been operational.
No performance graph has been included here as the Company is in the early stages of its business
development.
Signed
Richard Glass
Chairman of the Remuneration Committee
11 June 2026
Corpus Resources Plc
Annual Report 2025
17
Statement of Directors’ Responsibilities in Respect of the Strategic Report, the
Directors’ Report and the Financial Statements
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the Financial
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that
law they have elected to prepare the Financial Statements in accordance with UK adopted International
Accounting Standards and applicable law.
Under company law, the Directors must not approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group
for that period. In preparing these Financial Statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with UK adopted International Accounting
Standards; and
- prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the Financial Statements comply with the
Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the UK governing the preparation and dissemination
of Financial Statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
- the Financial Statements, prepared in accordance with UK adopted International Accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the
Group; and
- the Directors report includes a fair review of the development and performance of the business and
the position of the Company, together with a description of the principal risks and uncertainties that
they face.
By Order of the Board
Richard Glass
Non-Executive Chairman
11 June 2026
Corpus Resources Plc
Annual Report 2025
18
Independent Auditor’s Report to the Members of Corpus Resources PLC
Opinion
We have audited the Financial Statements of Corpus Resources Plc (the “Company”, or the “Parent
Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2025, which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of
Financial Position, the Consolidated and Company Statements of Cash Flows, the Consolidated and
Company Statements of Changes in Equity and Notes to the Financial Statements, including significant
accounting policies. The financial reporting framework that has been applied in preparation of the Group
and Parent Company Financial Statements is applicable law and UK-adopted international accounting
standards.
In our opinion:
- the Financial Statements give a true and fair view of the state of the Group and Company’s affairs as
at 31 December 2025 and of the Group’s profit for the year then ended;
- the Group and Company Financial Statements have been properly prepared in accordance with UK-
adopted international accounting standards;
- the Parent Company Financial Statements have been properly prepared in accordance with IFRS as
adopted by the United Kingdom and as applied in accordance with the provisions of the Companies
Act 2006; and
- the Financial Statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the Financial Statements section of our report. We are independent of the
Group and the Company in accordance with the ethical requirements that are relevant to our audit of the
Financial Statements in the UK, including the FRC’s Ethical Standard as applied to public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to note 2 to the Financial Statements, which explains the factors the Directors
considered in concluding that the going concern basis of accounting remains appropriate.
As explained in note 2, the Company has undertaken recapitalisation and debt restructuring
arrangements, including a Company Voluntary Arrangement (the “CVA”), which was completed on 19
February 2025. Notwithstanding the debt reduction and recapitalisation arising from the CVA, the Group
has no source of revenue and remains reliant on external financing to meet its obligations as they fall due.
The Directors note that the Group will require additional funding to continue operations for the foreseeable
future.
Note 2 further explains that, on 23 April 2026, the Company raised £311,000 through a private placement
to cover the majority of its financial commitments for the next twelve months. However, the Directors also
acknowledge that there can be no certainty over the Company’s access to future funding beyond the
funds raised and, accordingly, a material uncertainty exists that may cast significant doubt on the Group’s
and the Parent Company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Corpus Resources Plc
Annual Report 2025
19
Independent Auditor’s Report to the Members of Corpus Resources PLC
continued
In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the Financial Statements is appropriate. Our evaluation of the
Directors’ assessment included, among other procedures, obtaining and reviewing evidence of the CVA
completion and the subsequent fundraise, evaluating the Directors’ cash flow forecasts and the key
assumptions applied, and considering the adequacy of the related disclosures in note 2.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
Overview of Our Audit Approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material
if it could reasonably be expected to change the economic decisions of a user of the Financial Statements.
We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall materiality for the Group Financial
Statements as a whole to be US$39,300 (2024: US$160,268), based on 10% of the result before tax after
adjusting for the CVA income (2024 3% of net liabilities). Materiality for the Parent Company Financial
Statements as a whole was set at £30,000 (2024: £120,000), using the same basis.
We use a different level of materiality (“performance materiality”) to determine the extent of our testing for
the audit of the Financial Statements. Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit
area having regard to the internal control environment. Performance materiality was set at 70% of
materiality for the Financial Statements as a whole, which equates to US$27,510 for the Group and
£21,000 for the Parent.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for
related party transactions and Directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of US$5,000 (2024:
US$5,000). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure
was required on qualitative grounds.
Overview of the Scope of Our Audit
The Group consists of the Parent Company and its subsidiaries. As part of designing our group audit, we
determined materiality and assessed the risks of material misstatement in the Financial Statements. In
establishing our overall approach to the Group audit, we determined the type of work that needed to be
performed in respect of each subsidiary or entity. This consisted of us carrying out a full audit of all
significant components of the Group.
An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements
sufficient to give reasonable assurance that the Financial Statements are free from material misstatement,
whether caused by fraud or error. This includes an assessment of:
- whether the accounting policies are appropriate to the Company’s circumstances and have been
consistently applied and adequately disclosed;
- the reasonableness of significant accounting estimates made by the Directors; and
- the overall presentation of the Financial Statements.
All audit work has been conducted by the Group audit team
Corpus Resources Plc
Annual Report 2025
20
Independent Auditor’s Report to the Members of Corpus Resources PLC
continued
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the Financial Statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the Financial Statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
We have determined that the only key audit matter was in respect of going concern and our work in that
area is described in the section above headed “Material Uncertainty Related to Going Concern”.
Several risks were identified surrounding the Company’s ability to continue as a going concern. Attention
has been drawn to these matters in note 2 of the Financial Statements.
In this area, our audit procedures included:
- we obtained and reviewed the twelve month postdate of signing the Financial Statements cash-flow
forecasts, bank statements and statutory documentation;
- we assessed the level of equity financing, received during the five months after the balance sheet
date, and whether this was sufficient to ensure the Group’s liquidity;
- we reviewed the Group’s refinancing of debt taking place post year end;
- we obtained the Board of Directors’ assessment of the Groups’ going concern;
- we reviewed the disclosures included within these statements and confirmed that they were in line
with regulatory reporting standards.
From the work performed, we did not identify any instances from which to conclude that the disclosure or
accounting treatment was incorrectly stated.
As part of our consideration of the above key risk and our audit procedures in general the following
inherent risk factors have been considered:
- Subjectivity; specifically in respect to the forecast cost base for the twelve months to June 2027;
- Complexity; we do not consider there to be any significant risks attributable to change in the business
for the current period;
- Uncertainty; the outcome of the going concern assessment and the realisation of future fundraising
planned by management;
- Change; we do not consider there to be any significant risks attributable to change in the business
for the current period;
- Susceptibility to Misstatement Due to Management Bias or Fraud. The risk of misstatement due
to management bias or fraud was identified in relation to the small team and therefore lack of
segregation of duties, this required specific audit procedures to mitigate the risk.
Other Information
The Directors are responsible for the other information. The other information comprises the information
included in the annual report other than the Financial Statements and our auditor’s report thereon. Our
opinion on the Financial Statements does not cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Corpus Resources Plc
Annual Report 2025
21
Independent Auditor’s Report to the Members of Corpus Resources PLC
continued
In connection with our audit of the Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Financial
Statements or our knowledge, obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the Financial Statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact. We have nothing to report in
this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of our audit:
- the information given in the Strategic and the Directors' Reports for the financial year for which the
Financial Statements are prepared is consistent with the Financial Statements; and
- the Strategic and the Directors’ Reports have been prepared in accordance with applicable legal
requirements.
Matters on Which We are Required to Report by Exception
In light of the knowledge and understanding of the Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report
or the Directors’ Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
- adequate accounting records have not been kept by the Company, or returns adequate for our audit
have not been received from branches not visited by us; or
- the Group and Company Financial Statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
- certain disclosures of Directors’ remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.
Responsibilities of the Directors for the Financial Statements
As explained more fully in the Directors’ responsibilities statement set out on page 17, the Directors are
responsible for the preparation of the Financial Statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of Financial Statements that are free from material misstatement, whether due to fraud or
error.
In preparing the Financial Statements, the Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Corpus Resources Plc
Annual Report 2025
22
Independent Auditor’s Report to the Members of Corpus Resources PLC
continued
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these Financial Statements.
Detecting Irregularities
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below, however the primary responsibility for the prevention and detection of
fraud lies with management and those charged with the governance of the partner company and Group.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group
and the procedures in place for ensuring compliance. The most significant areas identified were the
Companies Act 2006 and the regulations concerning the Company’s listing on the London Stock
Exchange.
As part of our audit planning process, we assessed the different areas of the Financial Statements,
including disclosures, for the risk of material misstatement. This included considering the risk of fraud,
where direct enquiries were made of management and those charged with governance concerning both
whether they had any knowledge of actual or suspected fraud and their assessment of the susceptibility
of fraud.
We have read board and committee minutes of meetings, as well as regulatory announcements, as part
of our risk assessment process to identify events or conditions that could indicate an incentive or pressure
to commit fraud or provide an opportunity to commit fraud. As part of this process, we have considered
whether remuneration incentive schemes or performance targets exist for the Directors.
In addition to the risk of management override of controls, we have considered the fraud risk, related to
any unusual transactions or unexpected relationships, including assessing the risk of undisclosed related
party transactions. Our procedures to address this risk included testing a risk-based selection of journal
transactions, both at the year end and throughout the year.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the Financial Statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the Financial Statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater regarding irregularities, occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the audit of the Financial Statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Corpus Resources Plc
Annual Report 2025
23
Independent Auditor’s Report to the Members of Corpus Resources PLC
continued
Use of Our Report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and the Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
Colin Ellis FCCA CF (Senior Statutory Auditor)
For and on behalf of ANSTEY BOND LLP,
Statutory Auditors & Chartered Accountants
1-2 Charterhouse Mews
London
EC1M 6BB
11 June 2026
Corpus Resources Plc
Annual Report 2025
24
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
Note | 2025 | 2024 | |
US$ | US$ | ||
Administrative expenses | 6 | ( | ( |
Administrative income – CVA | 7 | ||
Income/(loss) from operations | ( | ||
Finance income – CVA | 7 | ||
Finance income/(expense), net | 8 | ( | |
Other income | |||
4 | ( | ||
Income/(loss) before taxation | |||
Income tax expense | 9 | ||
Income/(loss) for the year attributable to equity holders of the parent company | ( | ||
Other comprehensive (loss)/income | |||
(Loss)/gain on translation of parent net assets and results from functional currency into presentation | |||
currency | ( | ||
( | |||
Total comprehensive income/(loss) for the year | |||
Income/(loss) per share - Basic and diluted, US$ | 10 | ( |
The notes on pages 29 to 51 form part of these Financial Statements
Corpus Resources Plc
Annual Report 2025
25
Consolidated Statement of Financial Position
as at 31 December 2025
Note | 2025 | 2024 | |
US$ | US$ | ||
Assets | |||
Current assets | |||
Prepayments and other receivables | 14 | ||
Cash and cash equivalents | 15 | ||
Total current assets | |||
Total assets | |||
Current liabilities | |||
Trade and other payables | 16 | ||
Borrowings | 17 | ||
Total current liabilities | |||
Total liabilities | |||
Share capital | 18 | ||
Share premium | |||
Share-based payments reserve | |||
Warrants reserve | |||
Merger reserve | |||
Foreign currency translation reserve | ( | ( | |
Convertible loan note reserve | |||
Accumulated losses | ( | ( | |
Total capital and reserves | ( | ( | |
Total equity and liabilities |
The Financial Statements were approved and authorised for issue by the Board of Directors on 11 June
2026 and were signed on its behalf by:
Paul Forrest
Director
The notes on pages 29 to 51 form part of these Financial Statements.
Corpus Resources Plc
Annual Report 2025
26
Consolidated Statement of Changes in Equity
Share | Other | Accumulated | |||
Share capital | premium | reserves | losses | Total | |
US$ | US$ | US$ | US$ | US$ | |
Equity at 1 | |||||
January 2024 | ( | ( | |||
| Loss for the year | ( | ( | |||
Other comprehensive income for the year | |||||
| Total | |||||
| comprehensive | |||||
| loss for the year | ( | ( | |||
Issue of shares | |||||
| Issue of share | |||||
| warrants | |||||
Total transactions | |||||
with shareholders | |||||
Equity at 31 | |||||
December 2024 | ( | ( | |||
| Gain for the year | |||||
Other comprehensive loss | |||||
| for the year | ( | ( | |||
Total | |||||
comprehensive income for the year | ( | ||||
| Issue of shares | |||||
| Issue of convertible | |||||
loan not Total transactions | |||||
with shareholders | |||||
Equity at 31 | |||||
December 2025 | ( | ( |
Corpus Resources Plc
Annual Report 2025
27
Other Reserves
Share- | Convertible | Foreign | ||||
based | loan note | currency | Total | |||
Merger | payments | Warrants | reserve | translation | Other | |
reserve | reserve | reserve | reserve | reserves | ||
US$ | US$ | US$ | US$ | US$ | US$ | |
Other reserves at 1 January 2024 | ( | |||||
Other comprehensive income for the year | ||||||
Total comprehensive income for the year | ||||||
Issue of warrants | ||||||
Other reserves at 31 December 2024 | ( | |||||
| Other comprehensive | ||||||
| loss for the year | ( | ( | ||||
| Total comprehensive | ||||||
| loss for the year | ( | ( | ||||
Issue of convertible | ||||||
| loan note | ||||||
Other reserves at 31 December 2025 | ( |
Corpus Resources Plc
Annual Report 2025
28
Consolidated Statement of Cash Flows
Note | 2025 | 2024 | |
US$ | US$ | ||
Cash flow from operating activities | |||
Profit/(loss) before taxation | ( | ||
Adjustments for: | |||
Gain on CVA write back of loan creditors (non-cash) | 7 | ( | |
Gain on CVA write back of administrative costs | 7 | ( | |
Finance expenses | 8 | ||
Unrealised foreign exchange movements | ( | ( | |
Operating cashflows before working capital changes | ( | ( | |
Changes in working capital: | |||
(Decrease)/Increase in payables | ( | ||
Decrease/(Increase) in receivables | ( | ||
Net cash used in operating activities | ( | ( | |
Financing activities | |||
Issue of ordinary shares, net of share issue costs | 18 | ||
Proceeds from new borrowings | 17 | ( | |
Net cash flow from financing activities | |||
Net increase in cash and cash equivalents in the year | |||
Cash and cash equivalents at the beginning of the year | |||
Effect of the translation of cash balances into presentation currency | ( | ||
Cash and cash equivalents at the end of the year | |||
Total cash and cash equivalents at the end of the year |
Corpus Resources Plc
Annual Report 2025
29
Notes to the Consolidated Financial Information
Corpus Resources Plc
Annual Report 2025
30
Notes to the Consolidated Financial Information continued
Corpus Resources Plc
Annual Report 2025
31
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
Closing USD/GBP rate at 31 December | 1.34550 | 1.2535 |
Average USD/GBP rate for the year | 1.31563 | 1.2786 |
Corpus Resources Plc
Annual Report 2025
32
Notes to the Consolidated Financial Information continued
Corpus Resources Plc
Annual Report 2025
33
Notes to the Consolidated Financial Information continued
Corpus Resources Plc
Annual Report 2025
34
Notes to the Consolidated Financial Information continued
Corpus Resources Plc
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35
Notes to the Consolidated Financial Information continued
Corpus Resources Plc
Annual Report 2025
36
Notes to the Consolidated Financial Information continued
2025 | 2024 | ||
US$ | US$ | ||
Auditor’s remuneration: | |||
- | fees payable to the Company’s auditor for the audit of the | 39,469 | 38,359 |
consolidated and Company Financial Statements | |||
Foreign currency translation (gain)/loss | (3,732) | 20,376 |
5. Directors and Staff
The Director’s, who served in the period, are as follows:
Appointed | Resigned | |
Paul Forrest | ||
20.09.2024 | - | |
Richard Glass | 20.09.2024 | |
John McGoldrick | 20.09.2024 | |
Scott Kaintz | 10.12.2024 | |
Owen May | 29.05.2024 |
Remuneration of Key Management Personnel
The following table sets forth the compensation awarded, paid to or earned by each Director during the
year:
2025
Social | Share-based | ||||
Directors’ | security | Total cash- | Payments | Total | |
fees | costs | compensation | (options) | compensation | |
US$ | US$ | US$ | US$ | US$ | |
Paul Forrest | 78,938 | 9,986 | 88,924 | - | 88,924 |
Richard Glass | 78,938 | 9,986 | 88,924 | - | 88,924 |
Total Directors’ | |||||
compensation | 157,876 | 19,972 | 177,848 | - | 177,848 |
11 of the 12 months of Directors’ fees were accrued and remain payable as of the period.
Corpus Resources Plc
Annual Report 2025
37
Notes to the Consolidated Financial Information continued
2024
Social | Share-based | ||||
Directors’ | security | Total cash- | Payments | Total | |
fees | costs | compensation | (options) | compensation | |
US$ | US$ | US$ | US$ | US$ | |
Paul Forrest | 21,524 | 2,970 | 24,494 | - | 24,494 |
Richard Glass | 21,524 | 2,970 | 24,494 | - | 24,494 |
John McGoldrick | 39,173 | - | 39,173 | - | 39,173 |
Scott Kaintz | (34,141) | (6,177) | (40,318) | - | (40,318) |
Owen May | 13,314 | - | 13,314 | - | 13,314 |
Total Directors’ | |||||
compensation | 61,394 | (237) | 61,157 | - | 61,157 |
John McGoldrick has, through agreement with the Company, agreed to defer payment of his Director’s
compensation from 2017 to 2024, which at 31 December 2024 totaled US$400,386 and has been
recognised in other payables at the reporting date and was settled as part of the CVA completion on 19
February 2025.
Owen May has, through agreement with the Company, agreed to defer payment of his Director’s
compensation from 2018 to 2024, which at 31 December 2024 totaled US$157,694 and has been
recognised in other payables at the reporting date and was settled as part of the CVA completion on 19
February 2025.
As at 31 December 2024, Scott Kaintz was owed US$262,110 in unpaid salary and has been recognised
in other payables at the reporting date and was settled as part of the CVA completion on 19 February
2025.
Corpus Resources Plc
Annual Report 2025
38
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
US$ | US$ | |
Staff costs | ||
Directors’ salaries | 157,876 | 61,394 |
Employers NI | 19,972 | (237) |
Consultants | 83,937 | 43,985 |
Professional services | ||
Accounting, audit & taxation | 81,931 | 78,664 |
Legal | 9,701 | 735 |
Marketing | 739 | 3,377 |
Regulatory compliance | 88,711 | 141,090 |
Travel | 9,864 | 14,144 |
Office and Admin | ||
General | 11,047 | (15,950) |
IT costs | 763 | 1,373 |
Temporary storage and office rent | - | 47,240 |
Registered office | 2,599 | - |
Insurance | 111 | 36,774 |
Write back of creditors | (71,781) | - |
Total administrative costs | 395,470 | 412,589 |
7. CVA Administrative and Finance Income
On 19 February 2025, the Company fully implemented the Creditor Voluntary arrangement (“the CVA”)
approved by the Company’s creditors and shareholders. On the completion date, creditors were paid
partially in cash and issuance of unsecured convertible loan notes (UCLN). The balance of the
outstanding payables were written-off as a result of the CVA. The write offs which are reported in the
income statement are as below:
Corpus Resources Plc
Annual Report 2025
39
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
US$ | US$ | |
Administrative income – CVA | 1,368,188 | - |
Finance income - CVA | 2,702,177 | - |
4,070,365 | - |
2025 | 2024 | |
US$ | US$ | |
Foreign exchange gain/(loss) | 3,732 | (20,376) |
Interest expense on promissory notes and other short-term loans | (213,784) | |
Other finance charges | (1,316) | - |
Total finance income / (expense) | 2,416 | (234,160) |
9. Taxation
The Group has made no provision for taxation as it has not yet generated any taxable income. A
reconciliation of income tax expense, applicable to the loss before taxation at the statutory tax rate to the
income tax expense at the effective tax rate of the Group, is as follows:
2025 | 2024 | |
US$ | US$ | |
Profit/(loss) before tax | 3,677,311 | (642,087) |
UK corporation tax credit at 25.00% (2024: 19.00%) | 919,328 | (121,997) |
Effect of non-deductible expense | 104 | |
Differences in overseas tax rates | 559 | |
Effect of tax benefit of losses carried forward | (919,328) | 121,334 |
Current tax (credit) | - | - |
As at 31 December 2025, the tax effects of temporary timing differences, giving rise to deferred tax assets,
was US$2,055,635 (2024: US$1,982,821).
Corpus Resources Plc
Annual Report 2025
40
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
Profit/(loss) after tax attributable to the shareholders of the parent | 3,677,311 | (642,087) |
(US$) | ||
Weighted average number of ordinary shares of £0.01 in issue used | 2,474,708,622 | 1,232,973,465 |
calculation of in basic and diluted EPS | ||
Profit/(loss) per share - basic and fully diluted (US$) | 0.0015 | (0.001) |
2025 | 2024 | |
Number | Number | |
Share options granted to employees - fully vested at the end of the respective period | - | - |
Warrants given to shareholders as a part of placing equity instruments | 3,126,667,230 | 1,133,333,900 |
- not vested at the end of the respective period | ||
Warrants given to shareholders as a part of placing equity instruments | - | - |
- fully vested at the end of the respective period | ||
Total instruments fully vested | - | - |
Total number of instruments and potentially issuable instruments | ||
(vested and not vested) not included into the fully diluted EPS | 3,126,667,230 | 1,133,333,900 |
calculation |
Corpus Resources Plc
Annual Report 2025
41
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
Exploration and evaluation expenditure | US$ | |
US$ | ||
Cost: | ||
At the beginning of the year | 24,716,316 | 24,716,316 |
Additions – exploration costs capitalised | - | - |
At the end of the year | 24,716,316 | 24,716,316 |
Impairment provision: | ||
At the beginning of the year | (24,716,316) | (24,716,316) |
Provision for the year | - | - |
At end of the year | (24,716,316) | (24,716,316) |
Net Book Value | - | - |
Corpus Resources Plc
Annual Report 2025
42
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
US$ | US$ | |
Prepayments | 9,033 | - |
VAT recoverable | - | 21,177 |
Other debtors | - | 245,684 |
Total prepayments and other receivables | 9,033 | 266,861 |
2025 | 2024 | |
US$ | US$ | |
Cash in hand and at bank | 37,172 | 20,465 |
Corpus Resources Plc
Annual Report 2025
43
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
US$ | US$ | |
Trade and other payables | 48,992 | 813,982 |
Vat payable | 39,158 | - |
Accruals | 266,669 | 928,918 |
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost | 354,819 | 1,742,900 |
Other payables - tax and social security payments | - | - |
Total trade and other payables | 354,819 | 1,742,900 |
17. Borrowings
Details of the notes and borrowings originated by the Group are disclosed in the table below:
Origination | Contractual | Original note | Annual | Status at 31 | ||
date | settlement date | value in | interest | December 2024 | ||
original | rate | |||||
currency | Security | |||||
Conversion/Re | ||||||
payment at | ||||||
C4 Energy Ltd | 22 Sept 2017 | RTO date | US$200,000 | 15% | unsecured | Outstanding |
Conversion at | ||||||
Bruce Edwards | 1 Sep 2017 | RTO date | US$100,000 | 15% | unsecured | Outstanding |
100% | ||||||
Conversion/Re | interest in | |||||
HNW Investor | payment at | Coos Bay | ||||
Group | 1 July 2019 | RTO date | £263,265 | 13% | LLC | Outstanding |
Sun Seven Stars | Conversion/Re | |||||
Investment Group | payment at | |||||
("SSSIG") | 13 Mar 2020 | RTO date | £260,000 | 10% | unsecured | Outstanding |
Conversion/Re | ||||||
Poseidon Plastics | 2 February | payment at | ||||
Limited (“PPL”) | 2021 | RTO date | £590,000 | 10% | unsecured | Outstanding |
Technology | Conversion/Re | |||||
Metals Market | payment at | |||||
Limited (‘’TM2’’) | 19 April 2023 | RTO date | £59,500 | 10% | unsecured | Outstanding |
*Following the CVA completion on 19 February 2025, all of the above borrowings are fully settled.
Corpus Resources Plc
Annual Report 2025
44
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
US$ | US$ | |
At 1 January | 2,672,891 | 2,522,708 |
Received during the year | - | - |
Repayment in the year | - | (28,565) |
Interest accrued during the year | - | 211,801 |
Exchange rate differences | - | (33,053) |
CVA settlement | (95,900) | - |
Write-off of payables | (2,576,991) | - |
Short-term loans and borrowings 31 December | - | 2,672,891 |
Reconciliation of Liabilities Arising from Financing Activities
31 Dec 2024 | CVA Settlement | Write-off of Payable | 31 Dec 2025 | |
HNW Investor Group | 533,807 | (19,019) | (514,788) | - |
C4 Energy Ltd. | 382,378 | (13,467) | (368,911) | - |
Technology Metals | 86,303 | (3,124) | (83,179) | - |
Bruce Edwards | 207,349 | (7,485) | (199,864) | - |
Sun Seven Stars Investment | 477,139 | (17,274) | (459,865) | - |
Group ("SSSIG") | ||||
Poseidon Plastics Ltd (“PPL”) | 985,915 | (35,531) | (950,384) | - |
Total liabilities from financing activities | 2,672,891 | (95,900) | (2,576,991) | - |
Corpus Resources Plc
Annual Report 2025
45
Notes to the Consolidated Financial Information continued
Cash flows | |||||
Proceeds | Non-cash flow | Non-cash flow | |||
31 Dec | from new | Forex | Interest | ||
2023 | borrowings | movement | accrued | 31 Dec 2024 | |
HNW Investor Group | 498,555 | - | (8,508) | 43,760 | 533,807 |
C4 Energy Ltd. | 352,378 | - | - | 30,000 | 382,378 |
Technology Metals | 75,744 | - | (1,346) | 11,905 | 86,303 |
Bruce Edwards | 192,349 | - | - | 15,000 | 207,349 |
Sun Seven Stars Investment | 451,474 | - | (7,579) | 33,244 | 477,139 |
Group ("SSSIG") | |||||
Poseidon Plastics Ltd | 925,962 | - | (15,697) | 75,650 | 985,915 |
(“PPL”) | |||||
Other (Premium Credit) | 26,246 | (28,565) | 78 | 2,241 | - |
Total liabilities from financing activities | 2,522,708 | (28,565) | (33,052) | 211,800 | 2,672,891 |
18. Share Capital
Authorised Share Capital
As permitted by the Companies Act 2006, the Company does not have an authorised share capital. The
Company has one class of ordinary shares, which carry no right to fixed income. The ordinary shares
carry the right to one vote per share at General Meetings of the Company and the rights to share in any
distribution of profits or returns of capital and to share in any residual assets available for distribution in
the event of a winding up.
Issued Equity Share Capital
Ordinary shares,
number
Deferred shares,
number
Share capital,
US$
At 1 January 2024
99,639,565
83,032,971
1,105,547
At 31 December 2024
1,232,973,465
83,032,971
1,250,458
At 31 December 2025
3,226,306,795
83,032,971
1,510,841
Corpus Resources Plc
Annual Report 2025
46
Notes to the Consolidated Financial Information continued
Corpus Resources Plc
Annual Report 2025
47
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
Number of | Number of | |
warrants | warrants | |
Outstanding at the beginning of the year | 1,133,333,900 | - |
Granted during the year | 1,993,333,330 | 1,133,333,900 |
Lapsed during the year | - | |
Exercised during the year | - | |
Outstanding at the end of the year | 3,126,667,230 | 1,133,333,900 |
Vested and exercised at the end of the year | - | - |
Corpus Resources Plc
Annual Report 2025
48
Notes to the Consolidated Financial Information continued
2025 | 2024 | |
US$ | US$ | |
Financial assets | ||
Cash and cash equivalents | 37,172 | 20,465 |
Other receivables | - | - |
Restricted cash* | 125,000 | 125,000 |
Financial liabilities | ||
Trade payables | 48,992 | 813,982 |
Accruals | 266,669 | 928,918 |
Short-term borrowings | - | 2,672,891 |
Corpus Resources Plc
Annual Report 2025
49
Notes to the Consolidated Financial Information continued
+10% | -10% | |
US$ | US$ | |
Profit before tax | Increase in profit by | Decrease in profit by |
US$494,785 | US$494,782 |
Corpus Resources Plc
Annual Report 2025
50
Notes to the Consolidated Financial Information continued
2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
Assets and liabilities by currency of | ||||||
denomination, all numbers are | £ | Total | £ | Total | ||
presented in US$ | US$ | In US$ | US$ | US$ | In US$ | US$ |
Financial assets | ||||||
Cash and cash equivalents | 91 | 37,081 | 37,172 | 91 | 20,374 | 20,465 |
Other receivables | - | - | - | - | 245,684 | 245,684 |
Restricted cash* | - | - | - | - | - | - |
Financial liabilities | ||||||
Trade payables | 88,150 | 88,150 | 36,763 | 777,219 | 813,982 | |
Accruals | 266,669 | 266,669 | - | 928,918 | 928,918 | |
Short-term borrowings | - | - | 589,727 | 2,083,164 | 2,672,891 |
Capital Management
The Group defines capital as the total equity of the Group. The Directors’ objectives, when managing
capital, are to safeguard its ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
To meet these objectives, the Directors review the budgets and projections on a regular basis to ensure
there is sufficient capital to meet the needs of the Group through to profitability and positive cash flow.
The capital structure of the Group consists of shareholders’ equity as set out in the Consolidated
Statement of Changes in Equity. All working capital requirements are financed from existing cash
resources and borrowings.
Whilst the Group does not currently have distributable profits, it is part of the capital strategy to provide
returns for shareholders and benefits for members in the future.
Capital for further development of the Group’s activities will, where possible, be achieved by share issues
or other finance as appropriate.
In order to maintain or adjust the capital structure, the Directors may return capital to shareholders, issue
new shares or sell assets to reduce debt. It also ensures that distributions to shareholders do not exceed
working capital requirements.
Corpus Resources Plc
Annual Report 2025
51
Notes to the Consolidated Financial Information continued
Corpus Resources Plc
Annual Report 2025
52
Company Statement of Financial Position
as at 31 December 2025
Note
2025
2024
£
£
Assets
Current assets
Trade and other receivables
29
6,713
212,892
Cash and cash equivalents
30
27,627
16,326
Total current assets
34,340
229,218
Total assets
34,340
229,218
Liabilities
Current liabilities
Trade and other payables
31
263,707
1,361,172
Borrowings
32
-
2,132,343
Total liabilities
263,707
3,493,515
Capital and reserves attributable to shareholders
Share capital
33
1,144,657
945,324
Share premium
33
2,900,038
2,851,912
Share-based payments reserve
355,269
355,269
Warrants reserve
332,168
332,168
Merger relief reserve
2,800,000
2,800,000
Convertible loan note reserve
18,049
-
Accumulated losses
(7,779,548)
(10,548,970)
Total capital and reserves
(229,367)
(3,264,297)
Total equity and liabilities
34,340
229,218
Company Statement of Comprehensive Income
As permitted by Section 408 Companies Act 2006, the Company has not presented its own income
statement or statement of comprehensive income. The Company’s profit for the financial year was
£2,769,422 (2024: Loss £593,118). The Company’s total comprehensive profit for the financial year was
£2,769,422 (2024: Loss £593,118).
The Financial Statements were approved by the Board of Directors and authorised for issue on 11 June
2026 and are signed on its behalf by:
Paul Forrest
Director
The notes to the Company Statement of Financial Position form part of these Financial Statements.
Corpus Resources Plc
Annual Report 2025
53
Company Statement of Changes in Equity
Share
capital
£
Share
Premium
£
Share-
based
payments
reserve
£
Warrants
reserve
£
Merger
relief
reserve
£
Convertible
loan note
reserve
£
Accumulated
loss
£
Total
£
Equity at
1 January 2024
831,990
2,718,932
355,269
289,481
2,800,000
-
(10,009,852)
(3,014,180)
Loss for the year
2024
-
-
-
-
-
-
(539,118)
(539,118)
Total
comprehensive
loss for the year
2024
-
-
-
-
-
-
(539,118)
(539,118)
Issue of shares
113,334
132,980
-
-
-
-
-
246,314
Issue of share
warrants
-
-
-
42,687
-
-
-
42,687
Total transactions
with shareholders
113,334
132,980
-
42,687
-
-
-
289,001
Equity at
31 December 2024
945,324
2,851,912
355,269
332,168
2,800,000
-
(10,548,970)
(3,264,297)
Profit for the year
2025
-
-
-
-
-
-
2,769,422
2,769,422
Total
comprehensive
profit for the year
2025
-
-
-
-
-
-
2,769,422
2,769,422
Issue of shares
199,333
48,126
-
-
-
-
-
247,459
Issue of convertible
loan note
-
-
-
-
-
18,049
-
18,049
Total transactions
with shareholders
199,333
48,126
-
-
-
18,049
-
265,508
Equity at
31 December 2025
1,144,657
2,900,038
355,269
332,168
2,800,000
18,049
(7,779,548)
(229,367)
Corpus Resources Plc
Annual Report 2025
54
Company Statement of Cash Flows
for the Year Ended 31 December 2025
2025
2024
£
£
Cash flow from operating activities
Profit/(loss) before taxation
2,769,422
(539,118)
Adjustments for:
Finance expense
1,000
167,197
Finance income
Gain on write back of creditor’s loan (non-cash)
(2,080,583)
-
Gain on write back of admin cost
(1,039,946)
Unrealised foreign exchange movements
7,369
Operating cashflows before working capital changes
(350,107)
(364,552)
Changes in working capital:
(Decrease)/Increase in payables
(91,230)
305,470
Decrease/(Increase) in receivables
206,179
(190,293)
Net cash used in operating activities
(235,158)
(249,375)
Financing activities
Issue of ordinary shares, net of share issue costs
247,459
246,313
Issue of share warrants
-
42,687
Proceeds from new borrowings
-
(22,379)
Interest paid
(1,000)
(1,500)
Net cash flow from financing activities
246,459
265,121
Net increase in cash and cash equivalents in the year
11,301
15,746
Cash and cash equivalents at the beginning of the year
16,326
580
Cash and cash equivalents at the end of the year
27,627
16,326
Corpus Resources Plc
Annual Report 2025
55
Notes to the Company Financial Statements
24. Significant Accounting Policies
The separate Financial Statements of the Company are presented as required by the Companies Act
2016 (“the Act”). As permitted by the Act, the separate Financial Statements have been prepared in
accordance with UK adopted International Accounting Standards.
The Financial Statements have been prepared on the historical cost basis. The principal accounting
policies adopted are the same as those set out in note 2 to the Consolidated Financial Statements except
as noted below.
The presentational currency of the Company Financial Statements is UK Pounds Sterling, being the
functional currency of the Company given its operations are entirely within the United Kingdom.
Investments in Subsidiaries
Investments in subsidiaries are carried at cost and are regularly reviewed for impairment if there are any
indications that the carrying value may not be recoverable.
Receivables from Subsidiaries
Impairment provisions for receivables from related parties and loans to related parties are recognised,
based on a forward-looking expected credit loss model. The methodology, used to determine the amount
of the provision, is based on whether there has been a significant increase in credit risk since initial
recognition of the financial asset. For those where the credit risk has not increased significantly since
initial recognition of the financial asset, twelve month expected credit losses along with gross interest
income are recognised. For those for which credit risk has increased significantly but not determined to
be credit impaired, lifetime expected credit losses along with the gross interest income are recognised.
For those that are determined to be credit impaired, lifetime expected credit losses along with interest
income on a net basis are recognised.
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
The Company’s Financial Statements, and in particular its investments in and receivables from
subsidiaries, are affected by the critical accounting judgments and key sources of estimation uncertainty
in respect of going concern judgements which are more fully described in note 2 to the Consolidated
Financial Statements.
25. Auditor’s Remuneration
The auditor’s remuneration for audit and other services is disclosed in note 4 to the Consolidated Financial
Statements.
26. Directors and Staff
Key management appointment, resignation are disclosed on Director’s Report and remuneration is
disclosed in note 5 to the Consolidated Financial Statements.
Corpus Resources Plc
Annual Report 2025
56
Notes to the Company Financial Statements continued
27. Administrative Expenses
2025
2024
£
£
Staff costs
135,180
82,229
Standard Listing Regulatory Costs
99,428
114,994
Professional and consultancy fees
94,075
64,739
Other general administrative expenses
26,466
101,409
Write-back of creditors
(26,685)
-
Total
328,464
363,371
28. Receivables from Subsidiaries and Related Party Transactions
2025
2024
£
£
Loans to subsidiaries
-
-
Total loans to subsidiaries
-
-
During the year ended 31 December 2025, the Company did not recognised any expected credit losses
in relation to the intercompany loans as there are no transactions for the year (2024: £22,476)
During the year ended 31 December 2025, the maximum amount owed by the subsidiary to the Company
was nil (2024:£8,512). No interest has been charged for the year ended 31 December 2025
29. Prepayments and Other Receivables
2025
2024
£
£
VAT recoverable
-
16,893
Prepayments
6,713
-
Other debtors
-
195,999
Total prepayments and other receivables
6,713
212,892
The fair value of receivables and deposits approximates their carrying amount, as the impact of
discounting is not significant. The receivables are not impaired and are not past due.
Corpus Resources Plc
Annual Report 2025
57
Notes to the Company Financial Statements continued
30. Cash and Cash Equivalents
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:
2025
2024
£
£
Cash in hand and at bank
27,627
16,326
31. Current Liabilities
Trade and Other Payables
2025
2024
£
£
Trade and other payables
65,514
620,112
Accruals
198,193
741,060
Total trade and other payables
263,707
1,361,172
32. Short-Term Borrowings
At 31 December 2025, the Company had outstanding promissory notes and loans of £nil (2024:
£2,132,343), please refer to note 17.
1 Jan 2025 £
Cash flows
Proceeds from
new
borrowings, £
CVA settlement,
£
Write-off of
Payable,
£
31 Dec 2025,
£
HNW Investor Group
425,853
-
(15,098)
(410,755)
-
C4 Energy Ltd
305,048
-
(10,691)
(294,357)
-
Technology Metals
Market Limited (‘’TM2’’)
68,850
-
(2,480)
(66,370)
-
Bruce Edwards
165,416
-
(5,942)
(159,474)
-
Sun Seven Stars
Investment Group
("SSSIG")
380,645
-
(13,713)
(366,932)
-
Poseidon Plastics Ltd
(“PPL”)
786,531
-
(28,206)
(758,325)
-
Total liabilities from
financing activities
2,132,343
(76,130)
(2,056,213)
-
Corpus Resources Plc
Annual Report 2025
58
Notes to the Company Financial Statements continued
1 Jan 2024, £
Cash flows
Proceeds from
new
borrowings, £
Non-cash flow
Forex movement,
£
Non-cash flow
Interest accrued,
£
31 Dec 2024,
£
HNW Investor Group
391,629
-
-
34,224
425,853
C4 Energy Ltd
276,802
-
4,780
23,466
305,048
Technology Metals
Market Limited (‘’TM2’’)
59,500
-
-
9,350
68,850
Bruce Edwards
151,096
-
2,588
11,732
165,416
Sun Seven Stars
Investment Group
("SSSIG")
354,645
-
-
26,000
380,645
Poseidon Plastics Ltd
(“PPL”)
727,369
-
-
59,162
786,531
Other (Premium Credit)
20,616
(22,379)
-
1,763
-
Total liabilities from
financing activities
1,981,657
(22,379)
7,368
165,697
2,132,343
33. Share Capital
The movements in the share capital account are disclosed in note 18 to the Consolidated Financial
Statements.
34. Financial Instruments – Risk Management
The Company’s strategy and financial risk management objectives are described in note 21.
Principal Financial Instruments
The principal financial instruments used by the Company from which risk arises are as follows:
2025
2024
£
£
Financial assets
Cash and cash equivalents
27,627
16,326
Other receivables
6,713
212,892
Loans due from subsidiaries
-
-
Financial liabilities
Trade payables
65,514
620,112
Accruals
198,193
741,060
Short-term borrowings
-
2,132,343
Corpus Resources Plc
Annual Report 2025
59
Notes to the Company Financial Statements continued
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in
financial loss to the Company.
In addition to the risks described in note 21, which affect the Group, the Company is also subject to credit
risk on the balances receivable from subsidiaries, see note 28. In the year ended 31 December 2024,
credit losses were recognised in full in relation to all the balances receivable from subsidiaries.
Market Risk - Currency Risk
The Company is exposed to limited foreign exchange risk, arising from currency exposures primarily with
respect to the US Dollar (US$). The Company holds the majority if its cash in GBP as all it expenditure
and liabilities are currently in GBP
Assets and liabilities by currency
of denomination, all numbers are
presented in £
2025
US$
2025
£
2025
Total
£
2024
US$
2024
£
2024
Total
£
Financial assets
Cash and cash equivalents
67
27,560
27,627
72
16,254
16,326
Other receivables
-
-
-
-
212,892
212,892
Financial liabilities
Trade payables
-
65,514
65,514
89,720
530,392
620,112
Accruals
-
198,193
198,193
-
741,060
741,060
Short-term borrowings
-
-
-
470,464
1,661,879
2,132,343
35. Events After the Reporting Period
Events after the reporting period are more fully described in note 23.
36. Controlling Party
At 31 December 2025, the Company did not have an ultimate controlling party.