The information contained within this announcement is deemed to constitute inside information as stipulated
under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which
is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in
accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this
announcement, this inside information is now considered to be in the public domain.
30 April 2026
Consolidated Annual Report and Financial Statements
For the Year Ended 31 December 2025
(Company Number: 13158545)
First Class Metals Plc
Company Information
Directors
James Knowles – Executive Chairman
Marc Sale – Executive Director
(Resigned 3 March 2025)
(Re-appointed 2 September 2025)
Marc Bamber – Non Executive Director
Andrew Williamson – Non Executive Director
David Webster – Non Executive Director
(Appointed 3 March 2025)
(Resigned 31 March 2025)
Company Secretary
Siddharth Muricken
Registered Office
Manor Court Offices
Suite 24 Manor Court
Salesbury Hall Road
Ribchester
Preston
Lancashire
PR3 3XR
Financial Advisors
AlbR Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6EE
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Corporate Lawyers to the
BHSM LLP Incorporating OBH Partners
Company
76 Baggot Street Lower
Dublin
Ireland
D02 EK81
Lawyers to the Company as to
Peterson McVicar
Canadian Law
18 King Street East
Suite 902
Toronto
Ontario
M5C 1C4
Canada
Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Company Website
www.firstclassmetalsplc.com
Table of Contents
Page no
CHAIRMAN’S STATEMENT
6
OPERATIONS REPORT
9
CEO’S REVIEW ON THE COMPANY PORTFOLIO, STRATEGY AND OPERATIONS
9
OVERVIEW OF OPERATIONS
11
PROPERTY WIDE REVIEW
11
SUMMARY, STRATEGY, AND CONCLUSIONS
20
STRATEGIC REPORT
21
KEY PERFORMANCE INDICATORS
21
THE PRINCIPAL RISKS AND UNCERTAINTIES
21
GOING CONCERN
22
SECTION 172 (1) STATEMENT
22
TCFD COMPLIANCE STATEMENT - CLIMATE RELATED FINANCIAL DISCLOSURES
26
CORPORATE GOVERNANCE REPORT
27
INTRODUCTION
27
CHAIRMAN’S STATEMENT
27
AUDIT COMMITTEE REPORT
34
REMUNERATION REPORT
36
DIRECTORS’ REPORT
40
BOARD OF DIRECTORS
42
BOARD ACTIVITIES
43
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT
AND THE FINANCIAL STATEMENTS
45
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025
47
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2025
48
COMPANY STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2025
49
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31
DECEMBER 2025
50
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER
2025
51
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER
2025
52
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
53
CHAIRMAN’S STATEMENT
For the Year Ended 31 December 2025
Overview
The year ending 31 December 2025 has been one of continued progress and delivery for First Class Metals, as
we have advanced our core assets and maintained a disciplined focus on executing our business strategy.
The macroeconomic backdrop throughout the year remained complex, characterised by ongoing geopolitical
uncertainty, evolving monetary policy, and shifting investor sentiment across commodity markets. However,
in this environment, gold has continued to demonstrate strength and resilience, supported by its role as a store
of value and sustained institutional and retail demand. In parallel, the critical minerals sector has shown early
signs of recovery, particularly towards the latter part of the year, with improving sentiment in lithium markets
expected to continue in 2026.
Against this backdrop, FCM is well positioned. The Company’s exposure to predominantly gold and critical
minerals, combined with a high-quality and strategically located land package in northern Ontario, provides a
strong platform for value creation. Our focus remains on advancing those assets with the greatest near-term
potential, whilst retaining meaningful upside across the broader portfolio.
Corporate Developments
The early part of the year 2025 was marked by developments relating to the previously announced strategic
investment into the company’s equity by an outside investor. Whilst the transaction did not fully complete, the
Board responded decisively to ensure the Company retained both financial flexibility and operational
continuity. As a result, we were able to maintain momentum across our exploration programme without
disruption.
This period demonstrated the Company’s resilience in protecting and advancing shareholder interests. We
moved swiftly to secure alternative funding solutions, ensuring continuity across operations and maintaining
full control over the Company’s strategic direction. At the same time, ongoing engagement with potential
partners reflects the strength of the underlying asset base and the progress achieved during the year.
The Board remains focused on ensuring that the Company is appropriately structured, well financed, and
positioned to capitalise on opportunities as they arise, whilst maintaining a disciplined and shareholder-aligned
approach.
Operational Review
Operationally, 2025 has been one of the most active and technically progressive years in the Company’s
development to date, with a clear emphasis on advancing the flagship North Hemlo and Sunbeam projects.
At North Hemlo, the completion of the Company’s maiden drill programme on the Dead Otter trend represents
an important milestone. Whilst the initial results did not return high-grade intercepts, the programme has
significantly enhanced our understanding of the geological system. The identification of widespread
anomalous gold values, together with associated pathfinder elements, provides a strong foundation for further
work and reinforces the prospectivity of what remains a large and underexplored land package of which only
a modest portion was covered by the current drill programme.
Operational Review (continued)
At Sunbeam, exploration has continued to build strong momentum. The integration of soil geochemistry,
geophysics, and structural analysis has refined the geological model and defined coherent zones of
mineralisation, particularly along the Roy trend. This work has successfully advanced the project to the drilling
stage, and post-period drilling has returned visible gold in initial holes with assay results pending as of the date
of writing. We view this as a highly encouraging development and a clear validation of the Company’s
systematic and technically driven approach.
Across both flagship assets, the Company has maintained a disciplined and methodical exploration strategy,
ensuring that each phase of work builds on the last. This approach is designed to maximise the impact of capital
deployed, whilst steadily advancing projects towards key value inflection points.
Portfolio and Strategy
Beyond the core projects, the Company has continued to actively manage and enhance its broader portfolio in
line with its strategic objectives. The addition of two rare earth element properties during the year represents
a deliberate expansion into commodities that are expected to play a central role in the global energy transition.
This strengthens the Company’s exposure to long-term structural demand trends, whilst complementing its
existing gold and lithium portfolio.
At the same time, the decision to relinquish the Quinlan option reflects the Company’s rigorous approach to
capital allocation and its commitment to focusing resources on those assets with the greatest potential to deliver
meaningful returns.
During the year, the Company also announced a potentially significant transaction in respect of one of its
assets. At the time of writing the Company is working towards finalising a definitive agreement. Subject to
completion, this would represent a significant milestone for FCM and a clear validation of its business model,
namely, to generate value through exploration and realise that value through structured transactions, whether
by joint venture or sale.
This model remains central to the Company’s strategy. By maintaining a pipeline of high-quality prospects,
advancing them through targeted exploration, and positioning them for monetisation, FCM aims to deliver
value in a capital-efficient manner without the need to transition into production.
Outlook
The Company entered 2026 in a strong and well-prepared position, both technically and strategically. The
majority of the Company’s claims are in good standing, in many cases beyond the immediate term, providing
flexibility in planning and execution. The work undertaken during 2025 has generated a robust pipeline of
targets, particularly at Sunbeam and North Hemlo, and the focus for the remainder of 2026 will be on
advancing these projects through further drilling and systematic follow-up exploration.
In parallel, the Company will continue to progress discussions in relation to the potential asset-level
transactions. We believe that the combination of continued exploration progress and improving market
conditions provides a supportive environment in which to pursue such opportunities.
From a market perspective, the outlook appears increasingly positive. The continued strength in gold, coupled
with improving sentiment across lithium and broader battery metals, provides favourable conditions for
companies such as ours with diversified commodity exposure and a growing portfolio of drill-ready assets.
Looking forward, we believe the Company is entering an increasingly exciting phase of its development. The
technical groundwork established over recent years is now beginning to translate into tangible opportunities
for value realisation. With a clear strategy, a strengthened project pipeline, and growing external interest, we
are confident in the Company’s ability to continue delivering progress and building shareholder value.
Closing Remarks
In summary, 2025 was a year of meaningful progress across both operational and corporate fronts. The
Company has successfully navigated a challenging environment, including the challenges encountered in the
early part of 2025, whilst maintaining strong momentum across its exploration activities and continuing to
advance its assets towards key value milestones. Importantly, this has been achieved through decisive action,
a methodical approach to capital allocation, and a clear focus on long-term value creation.
We entered 2026 with confidence and a clear sense of direction. The combination of a high-quality asset base,
a proven and repeatable strategy, and improving market conditions provides a compelling platform for the next
stage of the Company’s growth. We remain focused on delivering further progress, advancing our projects,
and ultimately realising value for our shareholders.
I would like to thank our shareholders for their continued support and patience, and to acknowledge the hard
work, expertise, and commitment of our team and partners, whose efforts have been instrumental in the
progress achieved during the year.
James Knowles
Chairman
OPERATIONS REPORT
CEO’s Review on the Company Portfolio, Strategy and Operations
BACKGROUND
First Class Metals is a Canadian focused, UK listed gold and critical metals explorer. The Company is focused
on exploring the northern region of Ontario.
As of 31 December 2025, FCM, through its wholly owned subsidiary First Class Metals Canada Inc
(“FCMC”), controlled ten property blocks, see Figure 01, seven of which are wholly or majority owned by
FCMC. The Company holds five option agreements and a joint venture agreement (“JV”). The total area under
exploration is 272km².
Geologically, all the blocks lie within or adjacent to highly mineralised and prospective greenstone belts.
Figure 01 shows the ten property blocks currently under the control of FCMC, including the optioned properties and the JV.
During the reporting period:
• Exploration focused on the flagship properties: Sunbeam and North Hemlo;
• Geophysics and soil sampling grids were conducted at North Hemlo specifically over the Dead Otter trend;
• Ten-hole drill programme was conducted on the Dead Otter trend;
• Drill preparation for Roy on the Sunbeam property, soil and geophysics survey was completed;
• The Company entered into a Letter of Intent with a third party to monetise one of the Company’s assets;
• The Company optioned two properties with a focus on Rare Earth Elements (REE); and
• FCM relinquished its option over the Quinlan property after concluding the asset lacks the prospectivity
required to advance as a mineral exploration project.
FCM, whilst regularly assessing new land packages and properties offered, considers the two ‘flagship’
properties of North Hemlo and Sunbeam supported by other assets such as Kerrs and Zigzag to contain the
potential to significantly advance the Company.
The Company’s business model is to add value to the properties and then monetise the asset by structured sale
or JV, as was the case with Enable and McKellar in 2024. The steady increase in the lithium price during late
’25 and continuing into 2026 bodes well for interest in the Zigzag property. Additionally, the Company
announced a potential transaction on one of its assets in June 2025; which, if completed, would be a landmark
event for the Company and would reinforce the Company’s business model. The following table details the
portfolio of ten properties.
CLAIM SUMMARY Feb 2026
Area Owner
Number of
Claims
Claim Types
Target mineral area (ha)
Sunbeam FCM 309
301 Single CellMining Claims &
8 Multi
Au
8,795.00
Sunbeam
Perry
6
3 Single Cell Mining Claims & 3
multi
Au
1,017.00
Block H Perry 4
4 Multi REE 1,708.00
Block F Perry 7
7 Multi REE 3,323.00
Zigzag others 6
2 Boundary Cell Mining Claims,
4 Single Cell Mining Claims
Li / critical
minerals
117.00
Coco East FCM 30
30 Single Cell Mining Claims Au / poly 630.80
Magical FCM 14
14 Single Cell Mining Claims Au 297.13
Esa FCM 86
1 Multi-cell Mining Claim, 85
Single Cell Mining Claims
Au 2,055.00
North Hemlo FCM 549
549 Single Cell Mining Claims Au (+poly) 11,545.00
Sugar Cube FCM 81
81 Single Cell Mining Claims Au 1,716.00
Kerrs Gold others 10
8 Multi-cell Mining Claim, 2
Single Cell Mining Claims
Au 1,012.00
1102 32,215.93
Overview of Operations
The 2025 field season was a busy period for First Class Metals, the focus being on the flagship properties with
significant field work being conducted on the North Hemlo property culminating in FCM’s maiden drill
programme on the property focussed on the Dead Otter trend.
Additionally, there were major geological advances on the Sunbeam property with a better understanding of
the structural controls to mineralisation being achieved culminating in the confidence to plan a drill programme
in early 2026.
FCM, through its 100% owned subsidiary FCMC, continued to explore these two properties whilst other key
and non-core properties were left in abeyance as: (a) there were sufficient assessment credits, so work was not
required on the non-core properties and (b) so as to maximise expenditure and value addition on the two
principal properties.
The business / exploration strategy of FCM is similar in rationale and execution to that of many listed junior
exploration companies: to add value leading up to an exit event such as a JV or structured sale. This approach
can equally apply to the Company itself or individual projects in the Company’s portfolio. To this end two
option arrangements were entered into for rare earth element (“REE”) properties in northwest Ontario, refer
to Figure 1 and Claim Summary table.
FCM intends to continue this business model in 2026: to add value to the existing portfolio as well as to review
other opportunities in Ontario that will add potential to the company. However, the focus of any exploration
company is the timely undertaking of drilling.
Whilst the Company is monitoring its land position as well as expansion opportunities, the possibility of
developing parts of our portfolio by JV is always a consideration. The West Pickle Lake project area under JV
with GT Resources Inc. (previously to ‘Palladium One Inc.’) in the north-east of the North Hemlo property is
a clear example of the success of this aspect of the Company’s strategy.
Property wide review
Only the Sunbeam and North Hemlo properties (which now includes the OnGold property) were worked in
2025. All the FCM controlled claim blocks shown in Figure 1 and detailed in the Claim summary table remain
in good standing to the end of 2025, with only Esa and Coco East necessitating minimum amount spends in
2026 in order to maintain the properties.
As work focused on the two flagship properties in order to maximize exploration advances. Only the flagship
properties will be described in detail.
Sunbeam
The Sunbeam Property includes the historic Sunbeam Mine a high-grade underground gold mine which
operated from 1898 to 1905. There were also historic developments at Roy, Pettigrew and Reserve Island
being the other key zones on the Sunbeam property.
The property now comprises 309 claims in the name of FCMC as well as 6 further claims under option
agreements, totalling about 98km², see Figure 02
Figure 02 shows the Sunbeam property boundary and the contiguous claims under option. Also shown are
three district, sub parallel structure transecting the Property. Note the area of the VLF and soil sampling grid
at Roy.
The property is in a prime geological location occupying the geologically favourable area between two Agnico
Eagle properties, one being Agnico Eagle's 3.3Moz Hammond Reef deposit, see Figure 03.
Figure 03 showing the location of the Sunbeam property between two Agnico Eagle properties, the red dotted
lines are inferred mineralised structures.
An Exploration Permit, granted to FCMC in June 2023 covers the core area of the property, importantly all
three historic developments are included. Furthermore, the same area is under two distinct (though similar)
MoU’s with the two prominent First Nations who have traditional land claims over an area which includes the
Sunbeam property.
The principal exploration activities during the reporting period were an extensive soil sampling and geophysics
programme on a >4km long virtual grid with the Roy development at the southwest end, see Figure 04.
Over 500 A-horizon samples were collected along the interpreted northeast extension of the Roy structure.
Sample points were 12.5m apart with line spacing of 100m. The results support a robust gold in soil anomaly
with one sample exceeding 800ppm Au.
A coincident very low frequency (“VLF”) geophysics survey was also completed on the same spacing. The
data has not yet been received from the independent consultancy company undertaking the processing and
interpretation. The VLF-magnetic survey comprised 905 stations along a cumulative 17.1km.
Figure 04 showing the soil / geophysics grid, the Roy development is in the southwest, where drilling was
centred.
During the course of the survey a historic shaft was identified. A second shaft has not yet been located on the
ground, though historical records confirm its existence. Note that 1.5km to the northeast, along strike is a very
anomalous lake sediment sample from a previous winter programme.
A site visit was undertaken with Prof. M.L. Hill who identified key structural controls on the mineralisation at
Roy trend, furthermore a review of historic core and petrological studies added further insight to mineralisation
controls.
The soil and VLF data once processed will be used in conjunction with other geochemical data to refine targets
ahead of possible further drill planning.
Post period
Based on previous work by FCM including prospecting, stripping / channel sampling, a detailed review of the
Nuinsco and available TerraX core, soil and preliminary VLF and LiDAR data augmented by further structural
measurements at Roy and input from Prof. Mary Louise a drill programme was designed to test new structural
concepts at Roy.
A drill programme of a proposed 1,000m of NQ diamond drilling was initiated in Q1 2026.
Figure 05 showing the (post period) drill at Roy on the Sunbeam property
By the end of February, five drill holes had been completed for a total of 352m. No assays have been received
up to the time of writing. The programme of 12 holes was concluded in March 2026 for a total of 983m, see
Figure 05. Two of the initial six drill holes reported visible gold, see Figure 06.
Figure 06 showing visible gold in a drill hole from the Roy trend.
In September the 2025 Ontario Junior Explorers Programmes ("OJEP") grant application was submitted but
notification of acceptance was received only post end of period for the purposes of this Annual Report.
The publicly available LiDAR dataset was acquired, and an expert review was initiated in 2025, but the final
report had not yet been received.
North Hemlo and Esa
The Hemlo Schreiber greenstone belt has two broad divisions; the south and the north limbs.
The Hemlo producing gold mine is located on the south limb and is associated in a macro sense with shearing
and increased molybdenum values. The Hemlo north limb in which the Esa and the North Hemlo (OnGold)
properties are located has three distinct structures identified by previous explorers. The structures, interpreted
to potentially be shears, in part transect both properties, see Figure 07.
Figure 07 showing the regional geological and structural setting of the North Hemlo (OnGold) and Esa block
(Hemlo ‘north limb’), relative to the Hemlo gold mine. Note: The Magical claim block is also mentioned.
North Hemlo
The most significant exploration activities on the North Hemlo property during the reporting period were the
VLF survey at 6 locations including the Dead Otter trend and one area on the now assimilated OnGold
property, see Figure 08 and the drilling on the Dead Otter trend.
Figure 08 showing the whole North Hemlo property (includes OnGold) with the 6 areas of VLF survey (note
the Dead Otter trend had three grids).
Preliminary interpretation of the VLF data showed encouraging structure some of which were ‘ground truthed’.
However detailed processing of the data is ongoing and once reported will form the basis of a renewed
exploration programme throughout the North Hemlo property. It is worth noting that the Rodgers lake area
returned a number of highly anomalous lake sediment samples.
An Exploration permit, required for ‘invasive’ exploration such as trenching, stripping, and drilling, granted
for both the North Hemlo and Esa blocks is valid until October 2026. This grant by the Provincial authorities
was closely followed by the execution of an Exploration Agreement with Netmizaaggamig Nishnaabeg First
Nation (NNFN) in November 2023 (the agreement also covers the Esa and Sugar Cube claim blocks). During
the reporting period FCM undertook a drill programme to test the Dead Otter trend, see Figure 09 for drill hole
locations.
Figure 09 showing the VLF grids on the Dead Otter trend with the locations of the 10 drill holes.
The 10 hole, roughly 750m drill programme was focussed primarily around the 19.6g sample at the
southeastern end of the Dead Otter trend. Four holes (~370m) targeted the anomalous zone identified by grab
samples. Two holes (25m apart) close to the outcrop were ‘stepped-back’ on with a steeper, deeper hole.
Other holes in the northwestern zone were to investigate other grab and soil sample anomalies with favourable
geology.
Over 400 samples (with QA/QC samples) were submitted to Actlabs in Thunder Bay. The gold assays received
did not contain any >1g/t gold (Au) values with the highest assay being 117ppb. However, over 100 samples
returned gold values greater than detection. Furthermore, there are also anomalous molybdenum values
coincident with albeit only slightly anomalous Au values. This is potentially significant and given their
association with Hemlo style mineralisation there remains some encouragement.
Next steps will involve a thorough review of all geological geochemical and geophysical information in order
to plan follow up exploration. The drill results will be integrated with the anomalous soil samples as well as
the VLF interpretation once completed. Given the encouraging provisional results from the LiDAR over the
Sunbeam property area this is also a consideration going forward, given the structural relationship with the
mineralisation previously identified is proving critical.
It should be noted that the Dead Otter trend forms only a small area of a highly prospective property.
Summary, strategy, and conclusions
In line with FCM's future corporate plans and divestment strategies across the wider portfolio, it is crucial for
the Company to maintain a continuous flow of high-quality prospects that can grow in value over time. The
acquisition of additional assets like the two REE properties ensures that FCM is well-positioned for future
growth and development. The announced Letter of Intent (“LOI”) in respect to asset sale and the decision not
to continue the Quinlan option highlights that the Company’s strategy is being implemented and is successful.
First Class Metals, through its Canadian subsidiary, controls ten claim blocks totalling ~272km² in northern
Ontario, Canada. Two claim blocks (North Hemlo and Sunbeam) account for well over half of the total area.
All the core properties have sufficient assessment credits generated by field work in 2025, to keep them in
good standing through to proposed field work in 2026, At the time of writing FCM holds funds or has
conducted the exploration required to keep all the claims in good standing for the year 2026 into 2027.
FCM continued its systematic diligent exploration programme covering the core properties in 2025. The results
across the North Hemlo property as a block were sufficiently encouraging to warrant further follow-up
exploration in the upcoming field season. Field work laid the groundwork for drilling of the Roy prospect at
Sunbeam and initial visual indications from the core are encouraging with VG seen in two holes.
While the annual commitment to maintain the claims is approximately CAD$520,000, this expenditure is not
necessary in 2026, as assessment credits carried forward from 2025 into the current year are available for many
of the properties.
FCM intends to build on the positive exploration results and progress the exploration of the properties to
drilling where permitted, pursue the asset sale and initiate exploration on the two new REE properties.
FCM’s business model is to assess, add value and develop the properties towards either a sale, joint venture,
or relinquishment event. It is currently not the Company’s stated aim to become a producer. Priorities will be
geared toward the completion of first-pass exploration (realistically drilling) of the principal properties or
follow up drilling, in order to fully evaluate the portfolio, both on the merits of the properties and a ranking
process.
The Company’s strategy remains on track: to identify potential, add value, then monetise by JV or by structured
sale.
STRATEGIC REPORT
Key Performance Indicators
Financial
• Market Capitalization: £5.12m on 31
st
December 2025
• Share Price: 2.13p
Non-Financial
• Due to the nature of the business of the Group typical non-financial KPI’s (such as customer retention rate,
conversion rate, production efficiency measures etc.) are not applicable to us. Further, while the Group has an
effective ESG policy in place, due to unavailability of data such KPI’s could not be measured and assessed for
the relevant time period. For further details regarding the Group’s ESG policy, please see the ESG section of
this report.
The principal risks and uncertainties
The principal risks and uncertainties of the Group
1
are outlined below.
A majority of the Group’s operating costs will be incurred in US and Canadian dollars, whilst the Group
has raised capital in £ Sterling
The Group will incur exploration costs in US and Canadian Dollars, but it has raised capital in £ Sterling.
Fluctuations in exchange rates of the US Dollar and Canadian Dollar against £ Sterling may materially affect
the Group’s translated results of operations. In addition, given the relatively small size of the Group, it may
not be able to effectively hedge against risks associated with currency exchange rates at commercially realistic
rates. Accordingly, any significant adverse fluctuations in currency rates could have a material adverse effect
on the Group’s business, financial condition and prospects to a much greater extent than might be expected for
a larger enterprise.
Exploration, Development and Operating Risk
Resource exploration and development is a speculative business, characterised by a number of significant risks
including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits
but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a
profit from production. Exploration and development work is the Group’s sole business activity.
This risk is accentuated where exploration activity is not carried on as an ancillary activity to a developed
business producing operating cash flows from commercial quantities of saleable material from operational
activity which can be used to mitigate this risk. The marketability of minerals acquired or discovered by the Group
may be affected by numerous factors that are beyond the control of the Group and that cannot be accurately
predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and
processing equipment, and such other factors as government regulations, including regulations relating to
royalties, allowable production, importing and exporting minerals and environmental protection, the
combination of which factors may result in the Group not receiving an adequate return of investment capital.
The business of exploration for minerals and mining involves a high degree of risk. Few properties that are
explored, even those demonstrating initial potential, are ultimately developed into producing mines. There is
no assurance that the Group’s mineral exploration and development activities will result in any discoveries of
commercial mineral bodies.
The long-term profitability of the Group’s operations will in part be directly related to the costs and success of
its exploration and development programs, which may be affected by a number of factors. In recent years, both
metal prices and publicly traded securities prices have fluctuated widely.
1
(FCM and FCMC are collectively referred to as the “Group”)
The Group is not currently generating revenue and will not do so in the near term
The Group is an exploration company and will remain involved in the process of exploring and assessing its
asset base for some time. The Group is unlikely to generate revenues until such time as it has made a
commercially viable discovery. Given the early stage of the Group’s exploration business and even if a
potentially commercially recoverable reserve were to be discovered, there is a risk that the grade of
mineralisation ultimately mined may differ from that indicated by drilling results and such differences could
be material. Accordingly given the very preliminary stages of the Group’s exploration activity it is not possible
to give any assurance that the Group will ever be capable of generating revenue at the current time unless a
material transaction such as the one announced on 09 June 2025 completes.
The Group will need additional financial resources if it moves into commercial exploitation of any
mineral resource that it discovers
Whilst the Group has sufficient financial resources to conduct its planned exploration activities, meet its
committed licence obligations and cover its general operating costs and overheads for at least 12 months, the
Group will need additional financial resources if it wishes to commercially advance any mineral resource
discovered because of its exploration activity.
The Group has budgets for all near and short-term activities and plans, however in the longer term the potential
for further exploration, development and production plans and additional initiatives may arise, which have not
currently been identified, and which may require additional financing which may not be available to the Group
when needed, on acceptable terms, or at all. If the Group is unable to raise additional capital when needed or
on suitable terms, the Group could be forced to delay, reduce, or eliminate its exploration, development, and
production efforts. Additionally, adverse market sentiment could materially impair the Company's ability to
access additional capital.
The Group is unaware of any further risks that the business of the Group may be subject to under prevailing
market conditions.
Going Concern
As a junior exploration company, the Directors are aware that the Group must seek funds from the market in
the next 12 months to meet its investment and exploration plans.
The Group’s reliance on a successful fundraising presents a material uncertainty that may cast doubt on the
Group’s ability to continue to operate as planned and to pay its liabilities as they fall due for a period not less
than twelve months from the date of this report.
The Group successfully raised £1,558,000 in the year ended 31 December 2025 through a combination of
issuing new shares and convertible loan notes. As at the year-end date the Group had total cash reserves of
£77,398 (2024: £221,071).
The Directors are aware of the Group’s reliance on fundraising within the next 12 months and the material
uncertainty this presents but having reviewed the Group’s working capital forecasts they believe the Group is
well placed to manage its business risks successfully providing the fundraising is successful.
Section 172 (1) Statement
The First Class Metals Plc Board is cognisant of its legal duty to act in good faith and to promote the success
of the Group for the benefit of its shareholders and with regard to the interests of stakeholders and other factors.
These include the likely consequence of any decisions we make in the long term, the need to foster relationships
we have with all of our stakeholders; the impact our operations have on the environment and local First Nation
communities, and the desire to maintain a reputation for high standards of business conduct.
The Board takes a long-term approach to creating and realising value for the shareholders and is aware of the
capital and time required in order to develop a resource projects. All of the Group’s key assets are early-stage
exploration.
The Directors, both individually and collectively, believe, in good faith, that throughout the year and at every
meeting of the Board and management when making every key decision, they have acted to promote the
success of the Group for the benefit of its members as a whole, as required by Section 172 of the Companies
Act 2006, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.
The Directors’ Section 172 Statement follows.
Section 172 of the Companies Act is contained in the part of the Act which defines the duties of a director and
concerns the “duty to promote the success of the Company”.
Section 172 adopts an ‘enlightened shareholder value’ approach to the statutory duties of a company director,
so that a director, in fulfilling his duty to promote the success of the company must act in the way he considers,
in good faith, would be most likely to promote the success of the Company for the benefit of its members as a
whole, and in doing so have regard to other specified factors insofar as they promote the Company’s interests.
The Board of FCM recognises its legal duty to act in good faith and to promote the success of the Group and
the Company for the benefit of its shareholders and with regard to the interests of stakeholders as a whole and
having regard to other matters set out in Section 172. These include the likely consequences in the long term
of any decisions made; the interest of any employees; the need to foster relationships with all stakeholders; the
impact future operations may have on the environment and local communities; the desire to maintain a
reputation for high standards of business conduct and the need to act fairly between members of the Company.
The Board recognises the importance of open and transparent communication with shareholders and with all
stakeholders, including landowners, First Nation communities, and regional and national authorities. We seek
to maximise the industry’s benefits to local communities, while minimising negative impacts to effectively
manage issues of concern to society. Shareholders have the opportunity to discuss issues and provide feedback
at any time.
The application of the Section 172 requirements can be demonstrated in relation to the Group operations and
activities during the past year as follows.
Having regard to the likely consequences of any decision in the long term
The Group’s purpose and vision are set out in the Chairman’s Statement and in this Strategic Report. The
Board oversees the Company’s strategy and is committed to the long-term goal of the development of the
Ontario exploration projects. The activities towards that goal are described and discussed in the Strategic
Report. The Board remains mindful that its strategic decisions have long-term implications for the progression
of all these properties, and these implications are carefully assessed.
Having regard to the need to foster the Group’s business relationships with others
The Group operates as a mineral exploration business, without any regular income and is entirely dependent
upon new investment from the financial markets for its continued operation. The Board values the benefits of
maintaining strong relationships with key partners, contractors, and consultants. This is discussed in more
detail elsewhere in this Strategic Report.
Having regard to the interests of the Group employees
The Group currently has no full-time employees and is managed by its directors and a small number of
associates and subcontract staff. The Board takes steps to ensure that the suggestions, views, and interests of
the Group’s personnel are considered in decision-making.
Having regard to the desirability of the Company maintaining a reputation for high standards of
business conduct
The Board is committed to high standards of corporate governance, integrity, and social responsibility and to
managing the Company in an honest and ethical manner, as further discussed in the Corporate Governance
Report. The Directors strive to apply ethical business practices and conduct themselves in a responsible and
transparent manner with the goal of ensuring that FCM maintains a reputation for high standards of business
conduct and good governance.
Having regard to the impact of the Company’s operations on the community and the environment
The Board takes a broad range of stakeholder considerations into account when making decisions and gives
careful consideration to any potential impacts on the local community and the environment. The Board strives
to maintain good relations with the local community, especially with the First Nations peoples of Ontario.
We recognise the safety and well-being of our employees, local communities, and other stakeholders as a non-
negotiable priority. Our commitment to high environmental, social and governance (ESG) standards is central
to maintaining our license to operate, to create value for all stakeholders and to ensure commercial success.
Our operations are guided by an acute awareness of the role we play as a company in meeting the UN’s
Sustainable Development Goals (SDGs), including the critical role of strategic minerals in supporting global
climate action and complementing resource development in Canada.
As a result, ESG is at the centre of everything the Group undertakes. The Group is dedicated to exploring for
precious and battery/base metals in a socially and environmentally responsible way in an industry that will
play an essential role in the transition to a lower-carbon economy through underpinning the supply chain for
sustainable battery and electric vehicle manufacturing as well as other industrial growth in Canada.
In this way, the Group aims to play an important role in helping Canada meet its emissions reduction targets.
FCM aims to comply with all relevant UK and Canadian standards, as well as accepted international guidelines,
including strict adherence to the health, safety and environmental standards and regulations, as well as the
applicable elements of the Equator Principles. The Group will also endeavour to provide stakeholders with
clear insights into our operations to increase assurance regarding the ESG and health and safety aspects of our
business.
Our policy consists of five pillars:
1) responsible stewardship,
2) strong partner for local communities (First Nations),
3) an enabler of energy transition,
4) ensuring safe workplaces and operations, and
5) strong governance and an inclusive culture.
Our broad commitments are outlined below. Throughout all operations and our activities, we aim to:
•
Play a positive and critical role in the green energy transition.
•
Operate in an environmentally responsible manner.
•
Promote diversity, inclusion and equality.
Our full ESG report is available on our website.
Greenhouse Gas (GHG) Emissions
The Company is aware that it needs to measure its operational carbon footprint in order to limit and control its
environmental impact. The extent to which these activities together with the Group’s administrative and
management functions result in greenhouse gas emissions is impracticable to estimate and, in any event, less
than the amount reportable under the Energy and Carbon Regulations 2018. Additionally, the Company will
only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers
cannot be measured practically.
Board, Shares and Related Parties
Having regard to the need to act fairly as between members of the Group, the Group has only one class of
share in issue and all shareholders benefit from the same rights, as set out in the Articles of Association, and
as required by the Companies Act 2006. The Board recognises its legal and regulatory duties and does not take
any decisions or actions, such as selectively disclosing confidential or inside information, that would provide
any shareholder with any unfair advantage or position compared to the shareholders as a whole.
TCFD Compliance Statement - Climate related financial disclosures
Introduction
The Board recognises that transparency regarding climate-related risks and opportunities is critical to
maintaining the trust of our stakeholders and allows our investors to understand the implications of the Group’s
activities on climate change. The Board's consideration of key environmental risks is included under the
principal risks and uncertainties section of the Directors’ Report. The Board also presents the following
synthesis of its adoption of the recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD), structured into four sections: Governance, Risk Management, Strategy and Metrics and Targets.
Governance
The Board recognises that operating responsibly, which includes minimizing the environmental impact of our
operations, is fundamental to the long-term success of the Group. We believe building a better future involves
embedding climate awareness throughout our organisation, starting at the top.
The Board oversees the management of specific risks and opportunities, including climate-related risks and
opportunities. The senior management team provides regular updates to our Board on their activities, and, in
addition, the Board reviews the risks associated with the Group’s operations throughout the year.
Risk Management
The Board recognises that climate change risk is a global issue that may impact how we run our business, both
today and in the future. As such, we continue to look for ways to improve our understanding of climate-related
risks. However, although the impact of climate change is extremely low at this stage in the Group’s
development, we are conscious that "doing nothing" isn't an acceptable response to the impact climate change
may have on the business in the future. We are therefore working to integrate climate risk variables into our
overall risk management process and establish formal multi-disciplinary processes.
Strategy
The Group operates from a corporate head office in the UK but holds metal exploration assets in Ontario,
Canada. The nature of these assets includes early-stage exploration with limited invasive impact. The Board
is conscious of the inherent environmental risks associated with metals exploration. However, the Board
actively encourages its contractors to operate within international environmental guidelines and to perform
their activities using the most up-to-date equipment.
Metrics & Targets
The Board is committed to reducing its impact on the environment in all aspects of its business activities in
which it operates. The Board engages with all its key stakeholders and partners and encourages the reduction
of CO2 emissions throughout the value chain to promote an environment that actively strives towards
achieving 'net zero' by 2035. However, at this stage in the Group's development there are no formal metrics or
targets to measure the Group's emissions against, but the Board continues to review the need to implement
metrics & targets.
This report is approved by the Board on April 30, 2026 and signed on its behalf by:
Marc J. Sale
CEO
…………………….
CORPORATE GOVERNANCE REPORT
Introduction
The Company is considered as a ‘small cap’ company listed on the main market of the London Stock Exchange.
It has a board of directors consisting of 4 directors. Of these directors, 2 are considered as Executive directors
and 2 are considered Independent Non-Executive Directors. James Knowles, the Executive Chairman, is the
only full-time employee of the Company. In order to meet its work-related requirements, the company hires
contractors on a periodic basis as and when the need arises.
Considering the size of the Company, the Board believes that it can perform a majority of the functions required
by it or through its direct supervision. The Company has two committees: the Audit Committee and the
Remuneration Committee which are constituted mainly by two Independent Non-Executive Directors.
Further information on the Board’s administrative and management functions along with information about
each of the two Board committees and their composition and function as well as their respective activities for
the year 2025 can be found below in this Corporate Governance Report.
Chairman’s Statement
First Class Metals seeks to operate with a high degree of good corporate governance practice at its core.
Corporate governance refers to the set of processes, policies, and procedures that are in place to ensure that a
company operates in a responsible and ethical manner. This includes everything from financial oversight to
the way that we interact with our employees, and other stakeholders.
Effective corporate governance is crucial to the long-term success of our Company. By maintaining high
standards of transparency, accountability and ethical behaviour, we can build trust with our stakeholders and
create a strong foundation for sustainable growth.
To that end, we have established a comprehensive framework for corporate governance that covers all aspects
of our operations. This includes a clear code of conduct for all employees, regular audits and assessments of
our financial and operational performance, and robust systems for risk management and compliance.
We believe that our commitment to corporate governance is a key differentiator for our Company, and we will
continue to invest in this area to ensure that we maintain the highest standards of integrity and ethical behaviour
in all that we do.
The Chairman takes the lead in ensuring that the various facets of the Company are functioning in an ethical
way compliant with best practices in the industry. Under the leadership of the Chairman the Company has
policies in place in order to ensure effective corporate governance. These policies are reviewed annually.
The Board aims to lead by example and do what is in the best interest of the Company. We operate in remote
and developing areas and ensure our employees and contractors understand their obligations towards the
environment and in respect of anti-bribery and corruption. Regular calls with senior employees serve to refresh
and re-iterate the Company’s ethical standards as they apply to the operational issues that are discussed on that
call. All employees are informed of responsibilities with regard to anti-bribery and anti-corruption when they
join the Company. Contracts with suppliers also reflect these requirements. Employees are required to treat
each other with respect and to not tolerate any form of discrimination.
Anti-Bribery Policy
The anti-bribery policy of the Company aims to ensure that the Company and its employees, agents and
business partners comply with all relevant anti-bribery laws and regulations. The policy prohibits any form of
bribery, including giving, offering, promising, or receiving bribes, and outlines the procedures for reporting
and investigating any suspected violations of the policy. The policy also emphasizes the importance of due
diligence in the selection and monitoring of business partners, and provides guidance on gifts, hospitality and
donations. The Company’s commitment to anti-bribery measures is often reinforced by training, regular risk
assessments and reviews of the policy’s effectiveness.
Whistle Blower Policy
The whistle-blower policy of the Company is designed to encourage employees and others to report any
suspected wrongdoing, including illegal or unethical activities, without fear of retaliation. The policy outlines
the procedures for reporting such concerns, including options for confidential reporting, and ensures that all
reports will be investigated in a fair and objective manner. The policy also emphasizes the Company’s
commitment to protecting the confidentiality of whistle-blowers and to taking appropriate action against any
retaliation. The Company typically provides training and guidance to its employees and other stakeholders to
promote awareness of the policy and its importance.
Environmental, Social, and Governance (ESG) Policy
The ESG policy of the Company outlines its commitment to environmental, social, and governance principles
and its approach to managing ESG risks and opportunities. The policy covers a range of issues, including
climate change, energy use, human rights, labour standards and board diversity. The Company sets targets and
measures its performance against relevant ESG standards and integrates ESG considerations into its decision-
making processes. The Company also engages with stakeholders, including investors, suppliers, and
communities, to promote transparency and accountability, and to identify and address emerging ESG issues.
The Company’s ESG policy demonstrates its commitment to responsible and sustainable business practices,
which can contribute to long-term value creation and resilience.
Equality and Diversity Policy
The Board is committed to our equality, diversity and inclusion policies. The Company actively promotes
equality, diversity and inclusion, and proactively removes and addresses any activities or behaviours that may
jeopardise this policy.
The Company aims to create an environment where all stakeholders can work harmoniously, feel valued,
appreciated, and included, irrespective of race ethnicity, culture, gender, skin colour, sexual orientation, marital
status, religion, disability, ability, educational background, family background, political background, health or
representative of any community.
The Company is an equal opportunity employer, which allows equal opportunity for employment and
progression in the organisation on the basis of ability, qualifications and aptitude for the work. Every employee
shall be treated equally and have the right to a harmonious work environment where an individual is treated
fairly and with dignity and respect.
The Board is committed to equality, diversity, and inclusion. While there is no formal diversity policy in place
due to the current size of the Group, the Directors remain committed to diversity among our staff and leadership
team, and this is revisited each year. The Company actively promotes equality, diversity and inclusion, and
proactively removes and addresses any activities or behaviours that may jeopardise this commitment. The
Company aims to create an environment where all stakeholders can work harmoniously, feel valued,
appreciated, and included, irrespective of race, ethnicity, culture, gender, skin colour, sexual orientation,
marital status, religion, disability, ability, education background, family background, political background,
health or representative of any community.
Compliance with the Quoted Company Alliance Code
In addition to the above, although the Company is not required to comply with the UK Code of Corporate
Governance because the Company is listed on the Equity Shares (transition) category of with the London Stock
Exchange. Compliance with the Quoted Company Alliance Code is being undertaken on a voluntary basis to
the extent it is considered appropriate considering the size of the Group. Specifically, the Group has adopted
and complies with the following principles:
Principle One: Establish a strategy and business model which promote long-term value for shareholders.
The Board implements a well-defined strategy that aims at securing long-term growth for the shareholders.
The details of the same can be found in the Strategic Report.
Principle Two: Seek to understand and meet shareholder needs and expectations.
The Board is committed to maintaining good communications with its shareholders and with investors with a
view to understanding their needs and expectations. The Board and, in particular, the Chairman, maintains
close contact with many of the shareholders.
All shareholders are encouraged to attend the Company’s Annual General Meetings where they can meet and
directly communicate with the Board.
The Company publishes an Annual Report, Financial Statements and Interim Results. All of which are
available at the Company’s website. The Company also provides regular regulatory announcements and
business updates through the Regulatory News Service (RNS) and copies of such announcements are posted
to the Company’s website.
Shareholders and investors also have access to information on the Group through the Company’s website,
http://www.firstclassmetalsplc.com/ which is updated on a regular basis, and which also includes the latest
corporate presentation of the Company.
Principle Three: Take into account wider stakeholder and social responsibilities and their implications
for long-term success.
The Company will engage positively and seek to develop close relationships with local communities,
regulatory authorities and stakeholders which are in close proximity to or connected with its overseas
operations and where appropriate the Board will take steps to safeguard the interests of such stakeholders.
The Board has adopted detailed ESG, Equality and Diversity, Anti-Bribery and Whistle-blower policies. The
Board plans, in due course, to adopt further appropriate policies to ensure that the Group’s activities are
compliant with best industry practices.
Principle Four: Embed effective risk management, considering both opportunities and threats, throughout
the organisation.
The Board regularly reviews its business strategy and, in particular, identifies and evaluates the risks and
uncertainties which the Group is or may be exposed to. As a result of such reviews, the Board will take steps
to manage risks or seek to remove or reduce the Group’s exposure to them as much as possible.
The risks and uncertainties to which the Group is exposed at present and in the foreseeable future are detailed
in Principal Risks and Uncertainties in the Strategic Report.
The Company has a system of financial controls and reporting procedures in place which are considered to be
appropriate given the size and structure of the Group.
Principle Five: Maintain the Board as a well-functioning, balanced team led by the Chairman.
James Knowles, the Executive Chairman, leads the Board and is responsible for the effective performance of
the Board through control of the Board’s agendas and the running of its meetings. James Knowles, in his
capacity as Executive Chairman, also has overall responsibility for the corporate governance of the Company.
James Knowles takes an active part in the day-to-day corporate aspects of the Company. The day-to-day
operational running of the Group is delegated to Marc Sale, the Chief Executive Officer.
The Board holds Board meetings periodically, and at least four times a year, as issues arise which require the
attention of the Board. Prior to such meetings, the Board’s members receive an appropriate agenda and relevant
information and reports for consideration on all significant strategic, operational and financial matters and
other business and investment matters which may be discussed and considered.
The Board is supported by the Remuneration and Audit Committees, details of which are set out on below.
Principle Six: Ensure that between them the directors have the necessary up to date experience, skills
and capabilities.
The Directors’ qualifications and experience are set out on in the Directors’ Report. The Board believes that
the current balance of sector, technical, financial, operational and public markets skills and experience which
its members have is appropriate for the current size and stage of development of the Company. The Company
Secretary provides advice and guidance, as required, to the Board on regulatory matters, assisted by the
Company’s lawyers. The Directors seek to keep their skills up to date through continuing professional
development and attending relevant courses. Directors from a technical discipline are encouraged to maintain
professional accreditation.
Principle Seven: Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement.
The Board’s performance is reviewed and considered in the light of the progress and achievements against the
Group’s long-term strategy and its strategic objectives. However, given the size and nature of the Group, the
Board does not consider it appropriate to have a formal performance evaluation procedure in place. The Board
will closely monitor the situation as required.
Principle Eight: Promote a corporate culture that is based on ethical values and behaviours.
The Company has established corporate governance arrangements which the Board believes are appropriate
for the current size and stage of development of the Company.
The Company has adopted a number of policies applicable to directors, officers and employees and, in some
cases, to suppliers and contractors as well, which, in addition to the Company’s corporate governance
arrangements set out above, are designed to provide the Company with a positive corporate culture. Details of
the Board’s Policies can be found within this Corporate Governance Report.
Principle Nine: Maintain governance structures and processes that are fit for purpose and support good
decision-making by the Board.
Whilst the Board has overall responsibility for all aspects of the business, James Knowles, the Executive
Chairman, is responsible for overseeing the running of the Board and ensuring that Board focuses on and
agrees with the Group’s long-term direction and its business strategy and reviews and monitors the general
performance of the Group in implementing its strategic objectives.
The Board has established the Remuneration Committee and the Audit Committee with formally delegated
duties and responsibilities. Further, the Board will have a Nomination Committee in place in the coming
months.
This Corporate Governance Statement will be reviewed at least annually to ensure that the Company’s
corporate governance framework evolves in line with the Company’s strategy and business plan.
Principle Ten: Communicate how the Company is governed and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders.
The Company’s approach to communication with shareholders and others is set out under Principles 2 and 3
above.
Leadership of the Board
The Board comprised of 2 Executive Directors and 2 Non-Executive Directors.
The Board is charged with the leadership of the Company and to ensure its long terms success. The key
responsibilities of the Board include:
Strategy and Planning
The Board is responsible for setting the Company’s long-term strategy and goals.
Risk Management
The Board identifies and assesses the risks associated with the Company’s operations, including financial,
legal, and reputational risks.
Financial Oversight
The Board oversees the Company’s financial operations, including budgeting, financial reporting and auditing.
Corporate Governance
The Board ensures that the Company follows good corporate governance practices, including transparency,
accountability and ethical behaviour.
Stakeholder Management
The Board considers the interests of all stakeholders, including shareholders, employees, suppliers and the
community and ensures that the Company’s operations are sustainable and socially responsible.
Monitoring Performance
The Board monitors the Company’s performance against its goals and strategy. It regularly reviews the
Company’s financial and non-financial performance and makes necessary adjustments to ensure the Company
is meeting its objectives.
Division of Responsibilities
The Board has defined the responsibilities of the Chairman, and the CEO as follows:
James Knowles, Chairman: The Chairman is primarily responsible for leading the Board and providing
direction for the organisation. The Chairman is responsible for leading meetings, facilitating effective
communication between members of the Company, setting goals and strategies for the organisation, and
ensuring accountability. He is also directly involved in assisting the CEO on day-to-day matters
Marc Sale, CEO: The CEO is responsible for the overall day to day running of the Company and reports to the
Board in which role he is supported by the Chairman.
Independent Non-Executive Directors
Independent non-executive directors (“INEDs”) play a crucial role in corporate governance by bringing an
objective and independent perspective to the boardroom. Their primary responsibility is to act in the best
interest of the Company and its stakeholders by providing oversight, guidance and strategic input to the Board.
The role of the independent Non-Executive Directors is as follows:
•
Provide independent oversight: INEDs are responsible for providing an objective and independent perspective
on the Company’s activities and performance. They scrutinize the Board’s decisions and ensure that the
Company is complying with legal and regulatory requirements.
•
Monitor and advise on risk management: INEDs monitor the Company’s risk management policies and
procedures and advise the Board on potential risks and their mitigation strategies.
•
Review and challenge management decisions: INEDs review and challenge management decisions to
ensure that they are aligned with the Company’s strategic goals and do not pose any risks to the Company’s
reputation or financial stability.
•
Provide strategic guidance: INEDs bring their expertise and experience to the Board and provide strategic
guidance on matters such as mergers and acquisitions, capital allocation and corporate social responsibility.
•
Represent the interests of stakeholders: INEDs represent the interests of all stakeholders, including
shareholders, employees, customers and suppliers, and ensure that their views are taken into account when
making decisions.
Andrew Williamson and Marc Bamber are considered to be INEDs of the Company.
Board Support, Meeting, and Attendance
The Board and its Committees meet regularly on scheduled dates. In leading and controlling the Company, the
Directors are expected to attend all meetings and their attendance for the financial year 2025 is shown in the
Directors’ Report.
The Company Secretary plays a vital role in ensuring good governance, assisting the Chairman. Procedures
are in place for distributing meeting agendas and reports so that they are received in good time, with the
appropriate information. Ahead of each Board meeting, the Directors each receive reports which include
updates on strategy, finance, including management accounts, operations, commercial activities, business
development, risk management, legal and regulatory, people and infrastructure and on investor relations. The
Directors may have access to independent professional advice, where needed, at the Company’s expense.
Board Induction, Training and Development
New Directors are provided with a full and tailored induction in order to introduce them to the business and
management of the Company. Throughout their tenure, Directors are given access to the Company’s operations
and personnel, and receive updates on relevant issues as appropriate, taking into account their individual
qualifications and experience. This allows the Directors to function effectively with appropriate knowledge of
the Company.
The Board is satisfied that each Director has sufficient time to devote to discharging his responsibilities as a
Director of the Company.
Re-Election of Directors
Directors are required to retire and, if eligible, stand for re-election: i) during the third Annual General Meeting
from the Annual General Meeting at which they were first elected and at every third Annual General Meeting
thereafter; or ii) on the following Annual General Meeting in case they were appointed by the Board of
Directors, as is required by the Company’s Articles of Association. The composition of the Board is provided
above.
Board Committees
The Board has delegated and empowered two Committees: An Audit Committee and a Remuneration
Committee.
The Company has thus far not formed a Nomination Committee due to the size of its Board.
Each Committee has written terms of reference set by the Board, which are reviewed annually. The Chair of
each committee reports to the Board on the activities of and determinations of such committee. A summary of
each Committee’s responsibilities and the work done during the year follows.
Audit Committee Report
Composition of the Audit Committee
The Audit Committee comprises of Marc Bamber (Chair of the committee) and Andrew Williamson. The
Board considers all members of this committee to have the appropriate skills and expertise. See Director
biographies in the Directors’ report.
The appointments to the Audit Committee are made by the Board. Only members of the committee have the
right to attend these meetings, however the Executive Directors or senior financial members of the Company
may be invited by the Committee in order to provide their opinion as required. The external auditor may also
attend the meetings and discuss as required the planning and conclusions of their work. The committee also
calls upon information from management and consults with the external auditor if required.
The committee meets at least twice a year directly linked to the Company’s half year and full year results. It
further meets as required.
Operation of the Committee
The Audit Committee periodically reviews and updates the Terms of Reference in order to conform to best
practices. These are subject to Board approval.
The Committee works to a planned programme of activities, which are focused on key events in the annual
financial reporting cycle and other matters that are considered in accordance with its Terms of Reference.
The Committee operates within terms of reference approved by the Board, including:
•
Considering the appointment of external auditors.
•
Reviewing relationship with external auditors.
•
Reviewing financial reporting and internal control procedures.
•
Reviewing the consistency of accounting policies.
An important part of the role of the Audit Committee is its responsibility for reviewing the effectiveness of the
Company’s financial reporting, internal control policies, and procedures for the identification, assessment and
reporting of risk.
The Directors are responsible for internal control in the Company and for reviewing effectiveness. Due to the
size of the Company, all key decisions are made by the Board. The Directors have reviewed the effectiveness
of the Company’s systems during the period under review and consider that there have been no material losses,
contingencies, or uncertainties due to weaknesses in the controls. A key governance requirement of the
Company’s financial statements is for the report and accounts to be fair, balanced and understandable. The
coordination and review of the Company wide input into the Annual Report is a sizeable exercise performed
within an exacting time frame. It runs alongside the formal audit process undertaken by external auditors and
is designed to arrive at a position where initially the Committee, and then the Board, is satisfied with the overall
fairness, balance, and clarity of the document.
An essential part of the integrity of the financial statements are the key assumptions and estimates or
judgements that have to be made. The Committee reviews key judgements prior to publication of the financial
statements at the full and half year, as well as considering significant issues throughout the year. In particular,
this includes reviewing any materially subjective assumptions within the Group’s activities. The Committee
reviewed and was satisfied that the judgements exercised by management on material items contained within
the Annual Report were reasonable and that there were no significant issues that needed to be addressed in
relation to the financial statements. The key assumptions and estimates or judgements that have been used in
preparing these financial statements are set out in note 3 to the accounts.
Internal financial control
Financial controls have been established to maintain proper accounting records and to provide reliable financial
information for internal use. Key financial controls include:
•
The maintenance of proper records;
•
A schedule of matters reserved for the approval of the Board;
•
Evaluation, approval procedures and risk assessment for acquisitions; and
•
Close involvement of the Executive Directors in the day-to-day operational matters of the Group.
The Directors are responsible for the Group’s methods of internal control. The Group’s risk management
protocols and internal control methods are designed to reduce risk associated with the business of the Group
and achieve its strategic objectives. The Group has established procedures of internal control that are
considered adequate for a business of the size of the Group.
Audit, Risk and Internal Control
The Audit Committee did not face any significant issues in relation to the preparation of the financial
statements. The financial accounts were prepared by the Company with the assistance of DSG Accountancy
and Professional Services Limited and were audited by Royce Peeling Green Limited.
Marc Bamber
Audit Committee Chairman
30 April 2026
Remuneration Report
Composition of the Remuneration Committee
The Remuneration Committee for the reporting period comprised of Andrew Williamson (Chair of the
Committee) and Marc Bamber.
Role of the Remuneration Committee
The Remuneration Committee’s function includes ascertaining the policy and amount of the remuneration of
the Executive Directors and other executives including bonuses, incentive payments and share options.
Remuneration Policy
The Remuneration Committee is committed to ensuring that the Company’s key executive team is incentivised
to drive sustainable earnings growth and returns to shareholders, thereby creating a genuinely strong alignment
of interests between management and investors. The Company’s remuneration policy aims to provide its
members with a competitive market aligned remuneration package to reward their performance and deliver
value for shareholders. Remuneration packages are aligned against to that of similar organisations in the sector.
Remuneration policy is designed to ensure that it attracts, retains and motivates the executive members of the
Company for the long term. The basic structure of a remuneration package consists of a basic salary, an annual
bonus plan and a pension plan.
The remuneration policy is based on the following principles:
1.
Fairness and equity: The remuneration should be fair and equitable, ensuring that employees
receive compensation that is commensurate with their skills, experience, and performance.
2.
Transparency: The remuneration policy should be transparent, ensuring that employees
understand how their compensation is determined, including the criteria used for performance
evaluation and promotion. As a listed Public Company, an effective measure used to evaluate
performance is the prevailing market price of the Company’s stock and its performance over various
time periods.
3.
Competitive compensation: The policy aims to offer compensation that is competitive with industry
standards, allowing the Company to attract and retain top talent.
4.
Incentives for performance: The policy includes incentives for high performance, such as bonuses
or other forms of variable pay, to motivate employees to achieve their goals and objectives.
5.
Flexibility: The policy is flexible, allowing for adjustments to compensation based on changes in
market conditions, industry trends, and individual employee performance.
6.
Regular review: The policy is regularly reviewed and updated to ensure it remains effective and
relevant to changing organisational needs and market conditions.
Remuneration of Directors
The remuneration policy and packages of the Directors were duly covered in detail in the Annual Report 2024
and approved at the Annual General meeting of the Company held on 9 June 2025. Further, details of the same
will be submitted to the general body of the shareholders at the forthcoming Annual General Meeting of the
Company.
a.
Remuneration of Executive Directors
During the year, the Executive Directors received a basic salary and benefits as set out in the table below.
b.
Remuneration of Non-Executive Directors
The remuneration of the Non-Executive Directors is set by the Board. They attend meeting of the Board of the
Company as well as perform their functions in the various Board committees.
Directors Remuneration Report
Defined
contribution
pension scheme
Salary/Bonus
Fees
contributions
Total
£
£
£
£
M Bamber
41,185
41,185
J Knowles
97,996
97,996
M Sale
21,600
126,694
28,000
176,294
A Williamson
38,800
38,800
Carlos Espinosa
6,629
6,629
119,596
213,308
28,000
360,904
Notes:
1.
Marc Sale’s company Specialist Exploration Services Scotland Limited (“SES”) was paid a total of
£126,694 during the year. These payments include travel/accommodation & out of pocket expenses
incurred through the period by SES on behalf of First Class Metals PLC amounting to £4571.30.
2.
Bonus Payments totalling £75,000 as follows: £30,000 to James Knowles, £30,000 to Marc Sale, £10,000
to Marc Bamber and £5,000 to Andrew Williamson were awarded in 2024. A portion of this sum has
been paid and the outstanding payable sums as of 31 December 2025 are: £20,000 to James Knowles,
£20,000 to Marc Sale, £5,000 to Marc Bamber and £2,500 to Andrew Williamson. No other bonuses
were awarded to this date.
Company Pension Scheme
As of 31 December 2025, the Company has a pension plan in place which the Directors may opt in to
whereupon the Company will pay contributions in relation to their remuneration. Thus far, only Marc Sale has
opted in. The Company has not paid out any further excess retirement benefits to any other Directors.
Service Contracts
The Company has entered into service contracts with each of its directors. These contracts are on an ongoing
basis with the Executive Directors and includes a six month notice period in case of termination.
The contracts with the INEDs are on a three-year basis with an option to renew upon mutual agreement.
The Company entered into a consultancy agreement with Specialist Exploration Services (Scotland) Limited
(SES) on 1 March 2022 (SES Consultancy Agreement), pursuant to which SES agreed to provide certain
consultancy services to the Company.
SES is a company that Marc Sale owns 51% of. The engagement commenced with effect from 1 March 2022
and shall continue unless terminated as provided for in the SES Consultancy Agreement or on the giving of
not less than four weeks’ prior written notice by either party. The engagement is for a minimum commitment
of at least 12 days per month with such additional time, if any, as may be necessary for the proper performance
of the services.
The Company has entered into an agreement for services with Vrynwy Limited on October 12, 2023. Vrynwy
Limited has appointed Andrew Williamson as an INED of the Company. The agreement has a term of three
years. The agreement may be terminated by either party by giving one month’s notice to the other. The
agreement is subject to the Company’s Articles of Association as may be amended from time to time.
The Company has entered into an agreement for services with Marc Bamber on 25 July 2022. The agreement
has a term of three years. The agreement may be terminated by either party by giving six months’ notice to the
other. The agreement is subject to the Company’s Articles of Association as may be amended from time to
time. Upon request by Marc Bamber, the payments for such services are being made to his company Buffalo
Associates Limited. Copies of the letters of appointments and service contracts awarded to Directors are kept
at the registered office of the Company for inspection.
Directors’ interest in shares
Holder
Number of
Shares
% of total capital
issued
James Knowles
9,949,258
3.9%
Marc Sale
696,419
0.27%
Marc Bamber
1,377,965
0.54%
Andrew Williamson
-
-
During the reporting period, two meetings of the Committee were held on 5 August 2025 and 17 September
2025 in order to evaluate and recommend suitable bonuses and pay increases to reward the efforts made by
various members of the Company, however, it was determined that as the Company was waiting on the
completion of certain events, no changes would be made as of the date of the meeting. =
The Committee considered and recommended a Share Option Plan in December 2023, and the Board of
Directors adopted the same. Currently no share options have been awarded under this scheme. However, it is
the intention of the Company to award share options as described in the table below at such time the recipients
are no longer in possession of inside information as per UK Market Abuse Regulations with specific reference
to the press release of 9 June 2025 announced by the Company.
Grantee
Number of Options
Exercise Price
2
James Knowles
4,000,000
To be determined
Marc Sale
795,000
£0.02
3
Marc Sale
4,000,000
To be determined
Marc Bamber
2,000,000
To be determined
Andrew Williamson
2,000,000
To be determined
Siddharth Muricken
2,000,000
To be determined
________________________
2
The exercise price of the options will be decided nearer to the date of issue. The Company would issue them
at a reasonable premium to the prevailing market price.
3
The Company represented in its original prospectus dated 29 July 2022, and the Secondary Prospectus dated
25 February 2025, that it would grant Marc Sale 2,385,000 share options, including 795,000 options at an
exercise price of £0.02 per share, subject to HMRC approval of the Company's EMI Scheme and the Secondary
Admission respectively. As these events did not occur and no share options have been issued to date, the
Company seeks to honour its commitment to Marc Sale to the extent permitted by law.
Consideration of shareholder views
The Remuneration Committee considers shareholder feedback received and guidance from shareholder bodies.
This feedback, plus any additional feedback received from time to time, is considered as part of the Company’s
periodic reviews of its policy on remuneration.
UK 10-year performance graph
The directors have considered the requirement for a UK 10-year performance graph comparing the Group’s
Total Shareholder Return with that of a comparable indicator. The directors do not currently consider that
including the graph will be meaningful because the Company has only been listed since July 2022, is not
paying dividends and is currently incurring losses as it gains scale. The Directors therefore do not consider the
inclusion of this graph to be useful to shareholders at the current time. The Directors will review the inclusion
of this table for future reports.
UK 10-year CEO table and UK percentage change table
The Directors have considered the requirement for a UK 10-year CEO table and UK percentage change table.
The Directors do not currently consider that including these tables would be meaningful because, as described
under the Directors’ Service Contracts section above, Directors have been engaged in the Company only since
July 2022. The Directors will review the inclusion of this table for future reports.
Relative importance of spend on pay
The Directors have considered the requirement to present information on the relative importance of spend on
pay compared to shareholder dividends paid. Given that the Company does not currently pay dividends the
Directors have not considered it necessary to include such information.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the individual’s
experience, and their current base salary. Where an individual is recruited at below market norms, they may
be re-aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally be
in accordance with the approved policy.
For external and internal appointments, the Committee may agree that the Company will meet certain
relocation and/or incidental expenses as appropriate.
Policy on payment for loss of office
Payment for loss of office would be determined by the Remuneration Committee, taking into account
contractual obligations.
Andrew Williamson
Remuneration Committee Chairman
DIRECTORS’ REPORT
The Directors present their report together with the audited financial statements for the year ended 31
December 2025.
A review of the business and principal risks and uncertainties has been included in the Strategic Report.
Principal Activity
The principal activities of the Company during the period were the acquisition and the exploration and
development of its property assets. Successful acquisitions have been completed in 2025
Dividends
No dividend has been paid during the year, nor do the Directors recommend the payment of a final dividend
(2024: £nil).
Directors
The Directors who served during the year and up to the date hereof were as follows:
Date of appointment
Date of resignation
Marc Sale
16 June 2022
03 March 2025
Marc Sale
2 September 2025
-
James Knowles
26 January 2021
-
Andrew Williamson
15 October 2023
-
Marc Bamber
22 July 2022
-
David Webster
03 March 2025
31March 2025
Directors’ Indemnity Provisions
The Company has implemented Directors and Officers Liability Indemnity insurance.
Donations
The Company made no political donations during the year (2024: £nil).
Share Capital
First Class Metals Plc is incorporated as a public limited company and is registered in England and Wales with the
registered number 13158545. The Company has one class of Ordinary Share, and all shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of capital.
Substantial Shareholdings
Details of changes in share capital during the year are detailed in note 17 to the financial statements. On 31
December 2025 shareholders may be analysed as follows:
Major Shareholders
Shareholder
As of 31
st
December 2024
Number of Ordinary
Shares
% of issued
ordinary share
capital
As at the date of this document
Number of Ordinary Shares
% of issued ordinary share
capital
James Goozee
25,456,928
10.58%
41,620,184
11.58%
79
th
Group Limited
78,552,084
32.65%
0
0%
Power Metal Resources Plc and
Power Metals Canada
19,033,802
7.91%
19,033,802
5.17%
Anthony Harris
0
16,882,738
4.46%
Darren Andrew Rowlands
0
16,223,709
4.44%
James Knowles
9,949,258
4.13%
9,949,258
2.70%
Ayub Bodi
10,149,256
4.21%
10,149,256
2.75%
Others sub 3%
97,444,871
40.5%
254,090,525
69.05%
-
Total Issued
240,586,199
367,949,472
Board of Directors
The Board currently consists of two executive Directors & two independent non-executive Directors. It met
regularly throughout 2025 to discuss key issues and to monitor the Company’s overall performance. All
matters and committees, such as Remuneration and Audit are considered by this Board.
James Knowles
Executive Chairman
A corporate professional who has enjoyed a twenty-five-year career in the financial sector, James is primarily
focused on debt funding for Real Estate projects, most recently for Barclays Bank PLC. James is a seasoned
resource company investor and has consulted to several London and Canadian listed junior resource companies
on investor relations, public relations and social media marketing activities.
Marc Sale
Executive Director & Chief Executive Officer
A corporate professional who has specialised in natural resources, specifically precious and base metals, with
a focus on gold, for over 25 years. Marc has worked on project assessment, exploration, and development in
Africa, the Americas, Europe, and Australasia. He has held Technical Directorships for several listed and
private companies, including Brancote PLC, Landore Resources PLC, Gold Mines of Sardinia, and Patagonia
Gold. As a ‘Competent Person’ he is accomplished in the preparation of Company reports and overseeing
JORC/NI43-101 reporting as well as delivery of presentations to investors, institutions and shareholders.
Andrew Williamson
Non-Executive Director
Andrew qualified as a lawyer in 1990 and has worked in the corporate field throughout his career. As a
corporate partner, he advised on corporate and capital market transactions, both debt and equity. He has
substantial experience of listings on the major stock markets around the world. He also has extensive
experience of public and private corporate transactions and the creation of domestic and international
investment funds. A former institutional corporate stockbroker, nomad, and sponsor to the Full List, he is
known to use his extensive commercial experience to assist his clients with their legal issues. He has been
recognized as a recommended lawyer by legal 500 in the private acquisition and merger (sub £100m) category
and in the debt capital market category.
Marc Bamber
Non-Executive Director
A Global Corporate Financier, with over 20 years of experience in the hedge fund sector, capital markets,
private and institutional investments, investor comms, and marketing. Marc was a core member of the multiple
award-winning RAB Special Situations Fund that delivered net returns of 50x to investors with circa.
US$2.8Bn in Assets Under Management (AUM) in just under five years. Marc is very active in the
international markets and works with a number of Toronto and London-listed companies in senior management
roles.
Directors’ powers
As set out in the Company’s Articles of Association, the business of the Company is managed by the Board
which may exercise all powers of the Company.
Directors’ Remuneration
A total of £360,964 was paid as remuneration to Directors for the year ended 31 December 2025. The
remuneration of the Directors will further be put to the approval of the shareholders at the forthcoming Annual
General Meeting of the Company
Board Activities
The Board has determined that the Company will have a minimum of four Board Meetings, one Audit
Committee Meeting and two Remuneration Committee Meetings each year. Due to necessary circumstances,
the Board held a total of 10 meetings during the year 2025. The meeting of the Audit Committee was held on
30 April 2025, and the meetings of the Remuneration Committee were held on 5 August and 17 September
2025.
The table below provides an overview of the attendance of the various directors.
Board Meeting Attendance
Name of Director
Meetings Attended
James Knowles
10
Marc Sale
5
4
Marc Bamber
8
Andrew Williamson
10
David Webster
0
Explanation of Board Performance and Effectiveness
During the financial year ended 31 December 2025 a Board evaluation was carried out, and it has been
determined that the Board has been effective during the period. Additionally, the Board believes that it has
developed a suitable composition in order to continue to perform as a cohesive Board for the foreseeable future.
Auditor
First Class Metals Plc had appointed Royce Peeling Green Limited (RPG) on 9 February 2023. RPG has
expressed its willingness to continue in office.
At the Annual General Meeting for the year 2025, the Board assessed the performance of RPG for the previous
year and recommended to the shareholders that RPG be re-appointed as auditors to the Company for an
additional term of one year. This was duly passed by the shareholders as an ordinary resolution.
RPG is a long-established firm of Chartered Accountants and a Public Interest Entity (PIE) registered auditor
based in Manchester, England. RPG is a UK member of DFK International, a leading global association of
independent accounting firms with a significant international presence across numerous countries. In the UK,
RPG operates from two offices with a team of approximately 100 staff, including 10 directors.
RPG does not provide any non-audit services to the Company and therefore its objectivity and independence
are safe-guarded.
It is also to be noted that there are no contractual obligations restricting the Board’s choice of external auditor.
A resolution to reappoint RPG will be proposed at the forthcoming Annual General Meeting.
_________________________
4
Marc Sale was eligible to attend 5 meetings as a Director during the financial year 2025. This is because he
resigned as a Director which was a pre-condition to the transaction with the 79th GRP Limited. Once it was
evident that this transaction failed, he was duly appointed back onto the Board. As such, Marc Sale resigned
on 03 March 2025 and was re-appointed back on the Board of Directors on 02 September 2025
Shareholder Communications
The Company uses its corporate website https://www.firstclassmetalsplc.com/ to ensure that the latest
announcements, press releases and published financial information are available to all shareholders and other
interested parties. The AGM will be used to communicate with both institutional shareholders and private
investors and all shareholders are encouraged to participate. The Company counts all proxy votes and will
indicate the level of proxies lodged on each resolution after it has been dealt with by a show of hands.
Disclosure of Information to the Auditor
Each of the persons who is a Director at the date of approval of this Annual Report confirms that:
•
so far as the Director is aware, there is no relevant audit information of which the Company’s
auditors are unaware; and
•
the Director has taken all the steps that he ought to have taken as a director in order to make himself
aware of any relevant audit information and to establish that the Company’s auditors are aware of
that information.
Statement of Directors’ Responsibilities in respect of the Annual
Report and the financial statements
The Directors are responsible for preparing this report and the financial statements in accordance with
applicable United Kingdom law and regulations and UK adopted International Financial Reporting Standards
(“IFRS”).
Company law requires the Directors to prepare financial statements for each financial period which present
fairly the financial position of the Company and the financial performance and cash flows of the Company for
that period.
In preparing those financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable and prudent;
•
present information, including accounting policies, in a manner that provides relevant, reliable, comparable,
and understandable information;
•
state whether applicable IFRSs have been followed, subject to any material departures disclosed and
explained in the financial statements;
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business; and
•
provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity’s
financial position and financial performance.
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 its financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with
that law and those regulations, and for ensuring that the Annual Report includes information required by the
Listing Rules of the Financial Conduct Authority.
The financial statements are published on the Company’s website https://www.firstclassmetalsplc.com/. The
work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website
and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial
statements since they were initially presented on the website. Visitors to the website need to be aware that
legislation in the United Kingdom covering the preparation and dissemination of the financial statements may
differ from legislation in their jurisdiction.
The directors reduce the risk by outsourcing the preparation of consolidated financial statements to DSG
https://www.dsg.uk.com/, a firm of chartered accountants who have adequate skills and experience necessary
to do so.
The Directors confirm that to the best of their knowledge:
•
the Company financial statements give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Group;
•
this Annual Report includes the fair review of the development and performance of the business and the
position of the Group together with a description of the principal risks and uncertainties that it faces; and
•
the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and
provide information necessary for shareholders to assess the Group and Company’s performance, business
and strategy.
Forward Looking Statements
This document contains certain forward-looking statements. The forward-looking statements reflect the
knowledge and information available to the Directors of the Company and Group during preparation and up
to the publication of this document. By their very nature, these statements depend upon circumstances and
relate to events that may occur in the future and thereby involving a degree of uncertainty. The statements,
estimates and projections herein are based upon various assumptions by the Company that may not prove to
be correct. Such assumptions are inherently subject to significant economic and competitive uncertainties and
contingencies, many of which are beyond the control of the Company, and upon assumptions with respect to
the future performance of the Company that may be subject to change because of circumstances beyond the
control of the directors and/or the Company. The Company believes that such estimates and other assumptions
are reasonable under the circumstances, but no representation, warranty or other assurance is given that such
statements, estimates and projections will be realized. There may be variances between such projections and
actual events and results.
Post period events
The Company was awarded an OJEP Grant from the Canadian Ministry of Mines for the Sunbeam property
for work completed up to March 2026. No cash sums have been received yet.
For further information see: https://firstclassmetalsplc.com/announcements/7456816
An NQ diamond drilling programme was completed in Q1 2026 at the Roy Prospect within the Sunbeam
Property. The programme comprised over 1,000 metres of drilling. All assay samples have been submitted to
the laboratory for analysis, and results are currently pending. Positive initial results have been received and
published. The initial hole which attempted to twin the historic drill hole (SP-11-12 4g/t Au over 1.85m)
contained ~2m @1.3g/t Au; the second hole contained 1.1m @ 2.3g/t. Holes three and four both contained a
metre at roughly 0.5g/t Au. The photon assay results have also been received for the three sections of core with
reported visible gold. Hole 06 (second reported dual occurrence of visible gold) contained two consecutive
samples giving 0.6m @ 2.2g/t Au. Significantly hole 05 which contained the initial report of visible gold,
returned 0.3m @ 45g/t gold which would equate to almost 5 ounces of gold over one metre, 150g/m (gram
metres). Further assay results are pending as of the time of writing.
For further information see: https://firstclassmetalsplc.com/announcements/7504435
No other adjusting or significant non-adjusting events have occurred between the 31 December reporting date
and the date of authorisation.
This report is approved by the Board on 30 April 2026 and signed on its behalf by:
James Knowles
Chairman
First Class Metals Plc
(Registration number: 13158545)
Consolidated Income Statement for the Year Ended 31 December 2025
Note
31 December | 31 December | ||
2025 | 2024 | ||
£ | £ | ||
Revenue | |||
Administrative expenses | ( | ( | |
Profit on disposal of intangible assets | |||
Operating loss | 5 | ( | ( |
Finance income | |||
Finance costs | ( | ( | |
Net finance cost | 6 | ( | ( |
Loss before tax | ( | ( | |
Taxation | 10 | ||
Loss for the year | ( | ( | |
Items that may be reclassified subsequently to profit or loss | |||
Foreign currency translation (losses)/gains | ( | ||
Total comprehensive loss for the year | ( | ( | |
Total comprehensive loss attributable to: | |||
Owners of the company | ( | ( | |
The above results were derived from continuing operations. | |||
Loss per share | |||
Basic and diluted loss per share (pence) | 11 | ( | ( |
First Class Metals Plc
(Registration number: 13158545)
Consolidated Statement of Financial Position as of 31 December 2025
Note
31 December | 31 December | ||
2025 | 2024 | ||
£ | £ | ||
Assets | |||
Non-current assets | |||
Property, plant, and equipment | 13 | ||
Mineral property exploration and evaluation | 12 | ||
Current assets | |||
Trade and other receivables | 15 | ||
Cash and cash equivalents | 16 | ||
Total assets | |||
Equity and liabilities | |||
Equity | |||
Share capital | 17 | ||
Share premium | 18 | ||
Equity reserve | 18 | ||
Foreign currency translation reserve | 18 | ( | |
Retained earnings | 18 | ( | ( |
Equity attributable to owners of the company | |||
Current liabilities | |||
Trade and other payables | 20 | ||
Loans and borrowings | 19 | ||
Non-current liabilities | |||
Trade and other payables | 20 | ||
Total liabilities | |||
Total equity and liabilities |
The financial statements were approved and authorised for issue by the Board on 30 April 2026 and signed on its behalf
by:
James Peter Knowles - Executive Chairman
Director
First Class Metals Plc
(Registration number: 13158545)
Company Statement of Financial Position as of 31 December 2025
Note
31 December
2025
£
31 December
2024
£
Assets
Non-current assets
Property, plant, and equipment
13
10,424
16,731
Investments in subsidiary
14
581
581
11,005
17,312
Current assets
Trade and other receivables
15
4,623,078
3,893,229
Cash and cash equivalents
16
77,398
187,842
4,700,476
4,081,071
Total assets
4,711,481
4,098,383
Equity and liabilities
Equity
Share capital
17
240,586
100,819
Share premium
18
8,129,187
5,474,035
Equity reserve
18
-
713,361
Retained earnings
18
(4,272,106)
(3,213,191)
Total equity
4,097,667
3,075,024
Current liabilities
Trade and other payables
20
211,307
323,359
Loans and borrowings
19
402,507
700,000
613,814
1,023,359
Total equity and liabilities
4,711,481
4,098,383
The Company's loss for the year was £1,058,916 (2024: loss of £1,103,260).
The financial statements were approved and authorised for issued by the Board on 30 April 2026 and signed on its
behalf by:
James Peter Knowles - Executive Chairman
Director
First Class Metals Plc
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Foreign currency | ||||||
Share capital | Share premium | Equity reserve | translation Retained earnings | Total equity | ||
£ | £ | £ | £ | £ | £ | |
On 1 January 2025 | ( | ( | ||||
Loss for the year | ( | ( | ||||
Other comprehensive income | ||||||
Total comprehensive income | ( | ( | ||||
New share capital subscribed | ||||||
Shares to be issued | ||||||
Other equity reserve movements | ( | ( | ||||
On 31 December 2025 | ( | |||||
Foreign currency | ||||||
Share capital | Share premium | Equity reserve | translation Retained earnings | Total equity | ||
£ | £ | £ | £ | £ | £ | |
On 1 January 2024 | ( | |||||
Loss for the year | ( | ( | ||||
Other comprehensive income | ( | ( | ||||
Total comprehensive income | ( | ( | ( | |||
New share capital subscribed | ||||||
Shares to be issued | ||||||
Other equity reserve movements | ( | ( | ||||
On 31 December 2024 | ( | ( | ||||
First Class Metals Plc
Company Statement of Changes in Equity for the Year Ended 31 December 2025
Share capital
£
Share premium
£
Equity reserve
£
Retained earnings
£
Total
£
On 1 January 2025
100,819
5,474,035
713,361
(3,213,191)
3,075,024
Loss for the year
-
-
-
(1,058,915)
(1,058,915)
Total comprehensive income
-
-
-
(1,058,915)
(1,058,915)
New share capital subscribed
139,767
2,655,152
-
-
2,794,919
Shares to be issued
-
-
-
-
-
Other equity reserve movements
-
-
(713,361)
-
(713,361)
On 31 December 2025
240,586
8,129,187
-
(4,272,106)
4,097,667
Share capital
£
Share premium
£
Equity reserve
£
Retained earnings
£
Total
£
On 1 January 2024
82,046
4,719,622
719,440
(2,109,031)
3,411,177
Loss for the year
-
-
-
(1,103,260)
(1,103,260)
Total comprehensive income
-
-
-
(1,103,260)
(1,103,260)
New share capital subscribed
18,773
754,413
-
-
773,186
Shares to be issued
-
-
353,641
-
353,641
Other equity reserve movements
-
-
(359,220)
-
(359,220)
On 31 December 2024
100,819
5,474,035
713,361
(3,213,191)
3,075,024
First Class Metals Plc
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
Note
31 December | 31 December | ||
2025 | 2024 | ||
£ | £ | ||
Cash flows from operating activities | |||
Loss for the year | ( | ( | |
Adjustments to cash flows from non-cash items | |||
Depreciation and amortisation | 5 | ||
Impairment losses | 5 | ||
(Profit)/loss on disposal of mineral properties exploration and evaluation assets | 5 | ( | |
Foreign exchange loss/(gain) | 5 | ||
Finance income | 6 | ( | ( |
Finance costs | 6 | ||
( | ( | ||
Working capital adjustments | |||
Decrease/(increase) in trade and other receivables | 15 | ||
Increase in trade and other payables | 21 | ( | |
Net cash flow from operating activities | ( | ( | |
Cash flows from investing activities | |||
Interest received | 6 | ||
Acquisitions of property plant and equipment | ( | ( | |
Proceeds of disposal of mineral property exploration and evaluation assets | 12 | ||
Acquisition of mineral property exploration and evaluation assets 12 | ( | ( | |
Net cash flows from investing activities | ( | ( | |
Cash flows from financing activities | |||
Interest paid | 6 | ||
Proceeds from issue of ordinary shares, net of issue costs | |||
Proceeds from other borrowing draw downs | |||
Repayment of other borrowing | ( | ||
Financing of shares loaned by directors | ( | ||
Finance cost of financial instruments | ( | ( | |
Foreign exchange gains or losses | |||
Net cash flows from financing activities | |||
Net (decrease)/increase in cash and cash equivalents | ( | ||
Cash and cash equivalents on 1 January | |||
Cash and cash equivalents on 31 December |
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025
1
General information
The Company is a public company limited by share capital, incorporated and domiciled in England and Wales
The principal activity of the Company was that of a holding company.
The Company's ordinary shares are traded on the London Stock Exchange (LSE) under the ticker symbol
FCM.
The address of its registered office is:
Manor Court Offices
Suite 24 Manor Court,
Salesbury Hall Road, Ribchester,
Preston, Lancashire,
PR3 3XR,
United Kingdom
These consolidated financial statements comprise the Company and its subsidiary, First Class Metals Canada
Inc. (together referred to as 'the Group’).
These financial statements were authorised for issue by the board on 30 April 2026.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2
Accounting policies (continued)
Basis of consolidation (continued)
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2
Accounting policies (continued)
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2
Accounting policies (continued)
Asset class | Depreciation method and rate |
Property | Over the term of the lease |
Computer equipment | 3 years - straight line basis |
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2
Accounting policies (continued)
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2
Accounting policies (continued)
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
4
Segmental information
Identification of reportable operating segments
The Group is organised into one corporate function in the UK and the operating segment, being mining and
exploration operations. This operating segment is the subsidiary in Canada, for which the Executive Chairman
assesses its performance and determines the allocation of resources.
The information reported to the Executive Chairman is on a monthly basis.
Geographical information
Income statement analysis
2025
2024
UK
Canada
Total
UK
Canada
Total
£
£
£
£
£
£
Administrative expenses
1,060,061
159,994
1,220,055
1,099,581
265,693
1,365,274
Non-current assets
2025
2024
UK
Canada
Total
UK
Canada
Total
£
£
£
£
£
£
Mineral property exploration
and evaluation asset
-
4,033,288
4,033,288
-
3,643,342
3,643,342
First Class Metals Plc Notes to the Financial Statements for the Year Ended 31 December 2025 (continued) | ||
6 Finance income and costs
31 December
31 December
2025
2024
£
£
Finance income
Interest income on bank deposits
1,145
177
Finance costs
Interest on bank overdrafts and borrowings
-
-
Interest expense on other financing liabilities
(54,672)
(26,766)
Total finance costs
(54,672)
(26,766)
Net finance costs
(53,527)
(26,589)
7 Staff costs
The aggregate payroll costs (including directors' remuneration) were as follows:
31 December
31 December
2025
2024
£
£
Wages and salaries
119,596
200,414
Social security costs
6,863
9,782
Other short-term employee benefits
-
-
Pension costs, defined contribution scheme
28,000
18,000
154,459
228,196
The average monthly number of persons employed by the group (including directors) during the year, analysed
by category was as follows:
31 December
31 December
2025
2024
No.
No.
Administration and support
4
4
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
9
Auditors' remuneration
31 December | 31 December | |
2025 | 2024 | |
£ | £ | |
Audit of these financial statements | 37,200 | 31,000 |
10
Income tax
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK of 25%
(2024: 25%).
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
10
Income tax (continued)
The actual tax charge for the year can be reconciled to the expected charge for the year based on the profit or
loss and the standard rate of tax as follows:
31 December
2025
£
31 December
2024
£
Loss before tax
(1,273,582)
(1,359,957)
Corporation tax at standard rate of 25% (2024: 25%)
(318,396)
(339,989)
Unrelieved tax losses carried forward
318,396
339,989
Total tax charge/(credit)
-
-
There is an unrecognised deferred tax asset on 31 December 2025 of £922,882 (2024: £662,257) which, in
view of the trading results, is not considered by the Directors to be recoverable in the short term. The applicable
tax rate is 25% which was enacted under UK legislation and would be the rate applicable when the asset
reverses.
11
12
Mineral property exploration and evaluation
Group
Mineral property
exploration and
evaluation
£
Cost or valuation
On 1 January 2025
3,729,129
Additions
568,802
Disposals
(48,189)
Exchange movements
(88,712)
On 31 December 2025
4,161,030
Amortisation
On 1 January 2025
85,787
Foreign exchange movements
(2,041)
Impairment charge
43,996
On 31 December 2025
127,742
Carrying amount
On 31 December 2025
4,033,288
On 31 December 2024
3,643,342
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
13
Property, plant and equipment
Group
Property | Furniture, | Total | |
fittings and | |||
equipment | |||
£ | £ | £ | |
Cost or valuation | |||
At 1 January 2025 | 17,323 | 1,598 | 18,921 |
Additions | - | 390 | 390 |
At 31 December 2025 | 17,323 | 1,988 | 19,311 |
Depreciation | |||
At 1 January 2025 | 962 | 1,228 | 2,190 |
Additions | 5,775 | 630 | 6,405 |
At 31 December 2025 | 6,737 | 1,858 | 8,595 |
Carrying amount | |||
At 31 December 2025 | 10,586 | 130 | 10,716 |
At 31 December 2024 | 16,361 | 370 | 16,731 |
Company
Property
Furniture,
fittings and
equipment
Total
£
£
£
Cost or valuation
On 1 January 2025
17,323
1,598
18,921
Additions
-
-
-
On 31 December 2025
17,323
1,598
18,921
Depreciation
On 1 January 2025
962
1,228
2,190
Charge in year
5,775
532
6,307
On 31 December 2025
6,737
1,760
8,497
Carrying amount
On 31 December 2025
10,586
(162)
10,424
On 31 December 2024
16,361
370
16,731
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
14
Investments
Company
Details of the Company's subsidiary as of 31 December 2025 are as follows:
Proportion of | ||||
Ownership | ||||
interest and | ||||
voting rights | ||||
held | ||||
Name of subsidiary Principal activity | Registered office | 2025 | 2024 | |
First Class Metals | Mining of other non | 55 York Street | 100% | 100% |
Canada Inc. | ferrous metal ores | Suite 401 | Ordinary | ordinary shares |
Toronto | shares | |||
ON M5J 1R7 | ||||
Canada |
Summary of the company investments
31 December | 31 December | |
2025 | 2024 | |
£ | £ | |
Investment in subsidiary | 581 | 581 |
15 Trade and other receivables
Group | Company | |||
31 December | 31 December | 31 December | 31 December | |
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
Receivables from Group | - | - | 4,571,379 | 3,866,914 |
company | ||||
Accrued income (see note 12) | - | 32,501 | - | - |
Prepayments | 41,188 | 11,981 | 41,188 | 10,215 |
Other receivables | 19,862 | 45,907 | 10,511 | 16,100 |
61,050 | 90,389 | 4,623,078 | 3,893,229 |
The receivables from Group company represents amount owed by the Company's subsidiary. This balance
was interest free throughout the period and has no fixed repayment date. No provision has been made against
this amount.
16
Cash and cash equivalents
Group
Company
31 December
2025
£
31 December
2024
£
31 December
2025
£
31 December
2024
£
Cash at bank
77,398
221,071
77,398
187,842
On 31 December 2025 all cash at bank and in hand was denominated in sterling.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
31 December | 31 December | |||
2025 | 2024 | |||
No. | £ | No. | £ | |
Ordinary shares of £0.001 each | 240,586,198 | 240,586.20 | 100,819,240 | 100,819.25 |
Number of new | Share | ||
Ordinary shares | Capital | ||
No | £ | ||
Allotted, issued and fully paid: | |||
As of 31 December 2023 | 82,046,029 | 82,046 | |
Cash issues | 4,128,572 | 4,129 | |
Share loan repayments | 5,995,332 | 5,995 | |
Kerrs Gold & Zigzag Option Payment | 1,514,201 | 1,514 | |
Issue of shares for services | 7,135,106 | 7,135 | |
As of 31 December 2024 | 100,819,240 | 100,819 | |
New shares issued in 2025 | 139,766,958 | 139,767 | |
Property Option Payments | 12,613,675 | 12,614 | |
79 th GRP Equity & Loan Repayment | 78,552,084 | 78,552 | |
Issue of shares for services | 452,488 | 453 | |
Share Loan Repayments | 15,495,332 | 15,495 | |
Indigo CLN Conversions | 6,653,379 | 6,653 | |
June 2026 | Fund Raise | 26,000,000 | 26,000 |
As of 31 December 2025 | 240,586,198 | 240,586 |
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
18
Reserves
Group and Company
Share capital - This represents the nominal value of equity shares in issue.
Share premium - This represents the premium paid above the nominal value of shares in issue less issue costs.
Equity reserve - This represents the value of shares loaned by directors and related equity adjustments arising
from share-based financing arrangements.
Retained earnings/(losses)
This represents the accumulated net gains and losses since inception recognised in the Statement of
comprehensive income.
Foreign currency translation reserve:
This represents the accumulated exchange differences arising from translating the foreign subsidiary's financial
statements from its local currency to the parent's reporting currency. It records fluctuations in net assets due to
changing rates, typically using the closing rate for assets/liabilities and average rates for income statement
items.
19
Loans and borrowings
Group | Company | |||
31 December | 31 December | 31 December | 31 December | |
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
Current loans and borrowings | ||||
Other borrowings | - | - | - | - |
Other loans | 402,507 | 700,000 | 402,507 | 700,000 |
402,507 | 700,000 | 402,507 | 700,000 |
The Group's exposure to market and liquidity risks, including maturity analysis, relating to loans and
borrowings is disclosed in note 22 "Financial risk review", see also note 26.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
20
Trade and other payables
Group
Company
Current
31 December
2025
£
31 December
2024
£
31 December
2025
£
31 December
2024
£
Trade payables
70,534
152,829
38,113
111,324
Accrued expenses and deferred
consideration
289,329
343,287
90,507
149,548
Social security and other taxes
70,332
26,703
70,333
26,703
Other payables
12,354
35,784
12,354
35,784
442,549
558,603
211,307
323,359
Non-Current
Deferred consideration
-
223,108
-
-
The fair values of the trade and other payables classified as financial instruments are disclosed below.
The Group's exposure to market and liquidity risks, including maturity analysis, relating to trade and other
payables is disclosed in note 23 "Financial risk review".
Group
Company
31 December
2025
£
31 December
2024
£
31 December
2025
£
31 December
2024
£
Trade and other payables at
amortised cost - Suppliers
70,534
152,829
38,113
111,324
Deferred consideration at
amortised cost
129,601
390,611
-
-
Deferred consideration payable in cash and shares for the purchase of certain mineral exploration rights of
£Nil (2024: £223,104) is payable after more than one year.
21
Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The pension cost charge for the year represents
contributions payable by the Group to the scheme and amounted to £28,000 (2024: £18,000).
Contributions totalling £Nil (2024: £Nil) were payable to the scheme at the end of the year.
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
22
Financial risk review (continued)
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency
other than their functional currency.
A majority of the Group’s operating costs will be incurred in US and Canadian Dollars, whilst the Group has
raised capital in £ Sterling. Fluctuations in exchange rates of the US Dollar and Canadian Dollar against £
Sterling may materially affect the Group’s translated results of operations. In addition, given the relatively
small size of the Group, it may not be able to effectively hedge against risks associated with currency exchange
rates at commercially realistic rates. Accordingly, any significant adverse fluctuations in currency rates could
have a material adverse effect on the Group’s business, financial condition and prospects to a much greater
extent than might be expected for a larger enterprise.
Interest rate risk
Interest rate risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate
because of changes in market rates of interest. As the Group has no significant interest bearing assets or
liabilities, the Group’s operating cash flows are substantially independent of changes in market interest rates.
Therefore, the Group is not exposed to significant interest rate risk.
23
Financial instruments
Financial assets at amortised cost
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade and other receivables
-
-
-
-
Cash and cash equivalents
77,398
221,071
77,398
187,842
Financial liabilities at amortised cost
Group
Company
2025
2024
2025
2024
£
£
£
£
Current liabilities
Trade and other payables
70,534
152,829
38,113
111,324
Deferred consideration
129,601
167,503
-
-
Loans and borrowings
402,507
700,000
402,507
700,000
Non-current liabilities
Deferred consideration
-
223,108
-
-
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
24
Related party transactions
Parties are considered to be related if one party has the ability (directly or indirectly) to control the other party
or exercise significant influence over the other party in making financial and operating decisions. Parties are
also considered related if they are subject to common control or common significant influence. Related parties
may be individuals or corporate entities.
Group
The Group has taken advantage of the exemption available under IAS 24 “Related Party Disclosures” not to
disclose details of transactions between Group undertakings which are eliminated on consolidation.
Company
Funds are transferred within the Group dependent on the operational needs of individual companies, and the
Directors do not consider it meaningful to set out the gross amounts of transfers between companies.
Key management personnel
All key management personnel are directors and appropriate disclosure with respect to them is by issue of the
same number of Ordinary Shares in the directors’ remuneration report.
Marc Sale resigned as a Director which was a pre-condition to the transaction with the 79th GRP Limited.
Once it was evident that this transaction failed, he was duly appointed back onto the Board. As such, Marc
Sale resigned on 03 March 2025 and was re-appointed back on the Board of Directors on 02 September 2025.
The directors were entitled to an 8.25% facility fee on shares loaned by them to the Company, however, they
elected not to receive any fees on the shares loaned.
25
Results attributable to First Class Metals Plc
The loss after taxation in the Company amounted to £1,058,916 (2024: £1,103,260). The Directors have taken
advantage of the exemptions available under section 408 of the Companies Act 2006 and not presented an
income statement for the company alone.
26
Events after the reporting date
The Company was awarded the OJEP Grant from the Canadian Ministry of Mines for the Sunbeam property
for work completed up to March 2026. No cash sums have been received yet.
For further information see: https://firstclassmetalsplc.com/announcements/7456816
First Class Metals Plc
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
26
Events after the reporting date (continued)
An NQ diamond drilling programme was completed in Q1 2026 at the Roy Prospect within the Sunbeam
Property. The programme comprised over 1,000 metres of drilling. All assay samples have been submitted to
the laboratory for analysis, and results are currently pending. Positive initial results have been received and
published. The initial hole which attempted to twin the historic drill hole (SP-11-12 4g/t Au over 1.85m)
contained ~2m @1.3g/t Au; the second hole contained 1.1m @ 2.3g/t. Holes three and four both contained a
metre at roughly 0.5g/t Au. The photon assay results have also been received for the three sections of core with
reported visible gold. Hole 06 (second reported dual occurrence of visible gold) contained two consecutive
samples giving 0.6m @ 2.2g/t Au. Significantly Hole 05 which contained the initial report of visible gold,
returned 0.3m @ 45g/t gold which would equate to almost 5 ounces of gold over one metre, 150g/m (gram
metres). Further assay results are pending as of the time of writing.
For further information see: https://firstclassmetalsplc.com/announcements/7504435
No other adjusting or significant non-adjusting events have occurred between the 31 December reporting date
and the date of authorisation of the financial statements.