XLON:NEO ESEF Annual Report
NEO ENERGY METALS PLC (XLON:NEO)
ESEF Annual Report
2026-03-04
For: 2025-09-30
View Original
Added on
September 19, 2026
Company Registration No. 09837001
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
NEO ENERGY METALS PLC
2
COMPANY INFORMATION
Directors Theo Botoulas (appointed 16 May 2025)
Jason Brewer
Sean Heathcote
Bongani Raziya
Charles Tatnall
Jackline Muchai
James Longley
De Wet Schutte (appointed 1 November 2025)
Company number 09837001 incorporated in England and Wales
Company Secretary Cargil Management Services Limited
27-28, Eastcastle Street
London
W1W 8DH
Registered Office 27-28 Eastcastle Street
W1W 8DH
Independent Auditor Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Registrar Share Registrars Ltd
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Legal Adviser to the DMH Stallard LLP
Company 6 New Street Square
London
EC4A 3BF
Joint Brokers to the Shore Capital Limited
Company 57 St. James’s Street
London
SW1A 1LD
CMC Markets UK Plc
133 Houndsditch
London
ECZA 7BY
NEO ENERGY METALS PLC
3
Contents
CHAIRMAN’S STATEMENT 4
STRATEGIC REPORT 10
DIRECTORS' REPORT 33
DIRECTORS’ REMUNERATION REPORT 39
AUDIT COMMITTEE REPORT 4
6
CORPORATE GOVERNANCE REPORT
49
INDEPENDENT AUDITOR’S REPORT 5
6
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 6
5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 6
6
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
67
CONSOLIDATED STATEMENT OF CASH FLOWS
68
PARENT COMPANY STATEMENT OF CASH FLOWS
69
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
70
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
73
NOTES TO THE FINANCIAL STATEMENTS
75
NEO ENERGY METALS PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
4
I am pleased to report a year of significant progress and strategic transformation for Neo
Energy Metals PLC (the "Company" or "NEO"), with key milestones achieved across
corporate and operational activities in the United Kingdom and South Africa.
A significant milestone during the period has been the expansion of the Company’s uranium
and gold portfolio through conditional acquisition agreements for three major South African
projects—the Beisa North and Beisa South Uranium and Gold Projects, the Beisa Uranium
and Gold Mine (including the Beatrix 4 Complex), and the Henkries South Uranium Project.
Collectively, these acquisitions significantly increase the Company’s footprint in South
Africa and reinforce our position as a near-term, low-cost uranium producer.
During the period, the Board strengthened its leadership team to guide the Company
through this transformational phase. In May 2025, Theo Botoulas was appointed Chief
Executive Officer, bringing deep experience in African mining operations; Sean Heathcote
assumed the role of Executive Technical Director; and De Wet Schutte was appointed Chief
Financial Officer and Executive Director. I would also like to thank Quinton van der Burgh,
who resigned from the Board during that period, for his contribution, and to wish him well in
his future endeavours.
The Company made several strategic appointments of advisors, consultants, and service
providers to support its operational and capital markets objectives. Bacchus Capital
Advisers Limited was appointed on 16 January 2025 as our strategic and financial adviser.
Shortly after, on 30 January 2025, the Company announced the appointment of Shore
Capital Stockbrokers Limited as its corporate broker and Moore Kingston Smith LLP (“MKS”)
as its new independent auditor.
Additional appointments included Light Consulting Proprietary Limited for company
secretarial services in South Africa; James Duncan of JMDwrite, appointed as the
Company's media and investor communications advisor; South African-based Utshalo,
appointed to assist us in broadening the Company’s investor and shareholder base in South
Africa; and CMC Markets UK Plc, appointed as the Company's joint broker in the United
Kingdom.
Operational and Project Highlights
In the year, the Group entered into conditional acquisition agreements to secure a majority
interest in the following projects:
Beisa North and Beisa South Uranium and Gold Projects
In September 2024, the Company’s 70%-owned subsidiary, Neo Uranium Resources Beisa
Mine ”NURBM”, entered into a conditional acquisition agreement to purchase the Beisa
North and Beisa South Uranium and Gold Projects (together, the 'Beisa Projects') from the
South African exploration company, Sunshine Mineral Reserve (Pty) Ltd.
The Beisa Projects have a total SAMREC Code-compliant mineral resources of 90.2 Mlbs
(Million Pounds) of U₃O₈ and 4.17 million ounces ('Mozs') of gold. They are located on two
granted Prospecting areas adjacent to the Beisa Central Project.
NEO ENERGY METALS PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
5
Rights, covering approximately 80 km2, and are contiguous to the Beisa Mine, immediately
north and south of it.The acquisition of the Beisa Projects remains subject to regulatory
approval in South Africa for the transfer of ownership to the Company's subsidiary, Neo
Uranium Resources Beisa Mine.
The conditional acquisition of the Beisa Project consolidates the Company’s position in the
Witwatersrand Basin in the Free State Province of South Africa, historically one of the
world’s largest gold and uranium producing regions, with over 117 Mlbs of U₃O₈ resources
and 5.4 Mozs of gold resources extending across over 25km of strike length of the uranium-
and gold-rich Beisa Reef.
Henkries South Uranium Project
During the period, the Company’s subsidiary, Neo Uranium Resources South-
Africa,”NURSA” entered into a conditional acquisition agreement to acquire a 100% interest
in the Henkries South Uranium Project.
The Henkries South Uranium Project comprises one granted Prospecting Licence covering
approximately 1,050 km2. It is located immediately south of and adjacent to the Company's
existing Henkries Uranium Project, located in the administrative district of Namaqualand in
the Northern Cape Province of South Africa.
The conditional acquisition of the Henkries South Uranium Project would materially
increase the Company's strategic landholding in the region by over 130%, from a current
742 km² to almost 1,800 km², and add a further 10 km of strike length of shallow palaeo-
channels to the current 36 km of strike length of palaeo-channels that have been
demonstrated through previous exploration to host shallow uranium mineralisation at the
Company's Henkries Uranium Project.
Completion is subject to obtaining regulatory approval in South Africa for the ownership
transfer to the Company's subsidiary, Neo Uranium Resources South Africa.
With the Company’s immediate focus on meeting the outstanding conditions and
completing the acquisition of the Beisa Mine from Sibanye Stillwater, the Company’s
executives are reviewing the Henkries South Project and how best to incorporate it into its
plans for the Henkries Uranium Project, particularly as it looks to progress a Mining Right
application in Q1 2026.
These projects are in addition to the Henkries Uranium Project, the Beisa Uranium and Gold
Mine, and the Beatrix 4 Complex.
The Henkries Uranium Project
Henkries is an advanced, near-term uranium project with an estimated JORC Code-
compliant mineral resource of approximately 4.7(’Mlbs’) of uranium (U₃O₈). An independent
update report completed in 2024 of the operating and capital cost estimates previously
defined in the feasibility study for the Henkries Uranium Project confirmed low operating
and capital costs and overall robust project economics, including estimated cash operating
costs of US$33/lb, an NPV (8% discount rate) of US$76.5 million at a uranium price of
NEO ENERGY METALS PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
6
US$85/lb, and an internal rate of return exceeding 24.9% p.a.
Beisa Uranium and Gold Mine and Beatrix 4 Complex
An indirect interest has been secured through its 70% shareholding in Neo Uranium
Resources Beisa Mine (Pty) Limited (‘NURBM’). During the year, NURBM entered into a
conditional sale and acquisition agreement with a wholly owned subsidiary of Sibanye
Stillwater Limited ('Sibanye-Stillwater') to acquire the Beisa Uranium and Gold Mine,
including the Beatrix 4 mine and shaft complex, the processing plant complex and
associated infrastructure, located in the Witwatersrand Basin in the Free State Province of
South Africa (the ‘Beisa Mine’).
The Beisa Mine has total SAMREC Code-compliant measured resources of 8.5Mlbs U₃O₈
and 0.4 million ounces (‘Mozs’) of gold and further indicated resources of 18.3Mlbs U₃O₈
and 0.8Mozs of gold. It has been the subject of various pre-feasibility and development
studies. These studies concluded that there were "no fatal flaws in the technical aspects”
and that the construction timelines and the capital and operating expenditure required to
recommence operations at the Beisa Uranium Project and ramp up production were well
defined. The acquisition is conditional upon, amongst other things, a Rule 9 Waiver being
obtained in accordance with the City Code on Takeovers and Mergers, shareholder approval
at a forthcoming general meeting of the Company, and regulatory approvals and transfers
of the applicable Beisa Mine mining right, permits and authorisations in South Africa. During
the year, the Company agreed with South African mining company Siyakhula Sonke
Empowerment Corporation (Pty) Ltd ('SSC Group'), under which SSC acquired the 30%
balance of the shareholding in NURBM, as part of the Company's commitment to advancing
Broad-Based Black Economic Empowerment ('B-BBEE') in South Africa, for a purchase price
of ZAR 390,000,000 (approx. £17 million) The transaction is conditional in the Section 11
approval from The Department of Minerals and Resources.
During the year, we continued to make further progress in respect to the three conditional
acquisition agreements entered into concerning: (i) the Beisa North and Beisa South
Uranium and Gold Projects on 13 August 2024; (ii) the Beisa Uranium and Gold Mine
including the Beatrix 4 mine and shaft complex, the processing plant complex and
associated infrastructure on 9 December 2024; and (iii) the Henkries South Uranium Project
on 14 October 2024, all of which are located in South Africa.
These conditional acquisition agreements are firmly in line with the Company’s strategy and
are considered transformational for the Company.
The Company’s subsidiary, NURBM, is entering into an agreement with SSC Group as part
of the Company's commitment to advancing in South Africa. Meeting the key conditions for
this B-BBEE transaction marked a significant milestone. It satisfied a material condition
precedent under the acquisition agreement with Sibanye Gold Proprietary Limited for the
Beisa Uranium Project.
NEO ENERGY METALS PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
7
During the period, the Company also received formal notification from Sibanye-Stillwater
Limited confirming that regulatory applications had been submitted to the Department of
Mineral Resources and Energy (“DMRE”) in South Africa in respect of approvals required
under Section 11 and Section 102 of the Minerals and Petroleum Resources Development
Act of 2002 for the proposed acquisition of the Beisa Uranium and Gold Mine.
The Company entered into a binding agreement, with formal documents signed, to acquire
a 100% interest in the adjacent Henkries South Uranium Project. This acquisition
consolidates our ownership and control over the broader Henkries district, significantly
enhancing our ability to optimise future exploration to maximise our reserves in the region
and to develop and operate across the licence area. In 2025, the South African National
Nuclear Regulator conducted a formal inspection of the Henkries site. The inspection was
completed successfully, with the project receiving positive feedback and sign-off from the
National Nuclear Regulator (“NNR”) of South Africa, and the company was awarded a
Certificate of Registration (COR-302) for the Henkries Uranium Project.
Receipt of final approvals from the South African Reserve Bank for a foreign intercompany
shareholder loan facility of ZAR1.2 billion, to be provided by the Company to its South
African subsidiaries, enabling efficient cross-border funding into South Africa, as
announced on 13 May 2025; and further confirmation from Sibanye-Stillwater Limited was
received that the South African Reserve Bank had also approved holding shares in the
Company as part of the proposed transaction to acquire the Beisa Uranium and Gold Mine,
including the Beatrix 4 mine and shaft complex, thereby enabling the commencement of
exploration and sampling.
NEO also undertook comprehensive personnel training to ensure the health and safety of
its workforce and local communities. An updated Order of Magnitude Capex and Opex study
by Erudite Strategies confirmed the Henkries Project as a low-cost development project
with robust economic fundamentals.
As announced on 12 December 2025, the Company's executive management, through its
majority-owned subsidiary NURBM, commenced a comprehensive four-phase
Implementation Assessment to define operational readiness and the roadmap for the
production of gold and uranium at the Beisa Mine, which is anticipated to begin within the
next 18 to 24 months.
In the United Kingdom, the Company has appointed a Rule 3 adviser in connection with the
Rule 9 waiver ("Waiver") required under the City Code on Takeovers and Mergers ("Takeover
Code"). The Waiver concerns the conditional issue of new shares to Sibanye-Stillwater as
part of the transaction under which it is expected to become the Company's largest
shareholder, with an approximate 30% holding.
NEO ENERGY METALS PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
8
Funding and Financing Progress
During the year, the Company’s securities were suspended from the London Stock
Exchange (“LSE”) from 3 February 2025, pending the announcement of the Annual Report
and Accounts for the year ended 30 September 2024. Following completion of final audit
procedures with the Company’s Audit Committee and its independent auditors, Moore
Kingston Smith LLP (“MKS”), the Annual Report and Accounts were published on 17
December 2025, together with the unaudited interim results for the six months ended 31
March 2025 and with the FCA’s approval of the listing restoration application, the
suspension was lifted and trading in the Company’s securities resumed on 17 December
2025. The Company’s securities were then suspended from 2 February 2026 and remain so
subject to the publishing of these financial statements.The Company continues to advance
its funding strategy to support the proposed acquisition of the Beisa Uranium and Gold
Mine, along with other advanced uranium assets in South Africa, which are subject to
conditional acquisition agreements entered into in Q4 2024. Completion of the acquisition
is currently anticipated in Q1 2027.The Board remains confident in its ability to secure the
funding required in 2026 and 2027 to complete the acquisition and progress the
redevelopment of the Beisa Mine as announced on 17 December 2025. This confidence is
underpinned by the asset's advanced nature, the scale of existing infrastructure and sunk
capital, the size and quality of the uranium and gold resources, strong commodity market
fundamentals, and increasing interest from both equity and debt providers.
Market conditions for the Company's targeted production of uranium and gold remain
robust, with both sectors enjoying a very positive outlook, which strongly supports the
Company's 2026 funding strategy and financing plans.
Gold prices rallied significantly in 2025, supported by geopolitical and macroeconomic
uncertainty, strong investment demand and central bank purchases, and traded well above
historical averages. The uranium market continues to demonstrate resilience, with long-
term pricing underpinned by disciplined production, supply constraints and growing
nuclear energy demand. Structural demand for nuclear fuel remains underpinned by global
power generation strategies and the need for energy security, as utilities secure supply,
further strengthening the outlook for NEO’s projects and investor confidence.
Following the reporting period, the Company was pleased to announce the publication of
an updated research note for investors. Shore Capital Stockbrokers Limited, one of the
Company’s joint corporate brokers, published an initiation report entitled “Neo Energy
Metals – advanced uranium play with sizeable gold kicker” on 18 December 2025. The report
provides a comprehensive update, including financial forecasts, operational highlights,
valuation, strategic insights, and an assessment of risks related to NEO’s development
plans. It can be accessed here- https://www.research-tree.com/research/shore-
capital/neo-energy-metals-neo-house-stock-at-0-7p-advanced-uranium-play-with-
significant-gold-kicker/53_2db2e9ad-c838-3467-bc56-01636c5d4dfe
The Company also announced progress on a fast‑track secondary listing on the
Johannesburg Stock Exchange (“JSE”), Africa’s largest and most liquid stock exchange. This
initiative aims to enhance the Company’s liquidity, broaden its shareholder base and
increase its visibility among African and international investors, supporting its growth
NEO ENERGY METALS PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
9
strategy.The listing process expected to be completed in Q1 2027.
The Board remains confident that the strategic acquisitions, strengthened leadership team,
and robust funding and capital markets arrangements have positioned NEO to deliver
sustainable value for shareholders. On behalf of the Board, I would like to thank our
Directors, management, shareholders, advisors, and stakeholders in South Africa and the
United Kingdom for their continued support. The progress achieved over the past year
places NEO on a clear path to achieving its strategic objectives and driving long-term
growth.
Signed on behalf of the board,
Jason Brewer
Executive Chairman
26 February 2026
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
10
The Directors present their Strategic Report for Neo Energy Metals PLC (the "Company" or
"NEO") for the year ended 30 September 2025.
This report outlines the significant milestones, operational progress, and strategic
developments achieved during this transformative period, setting the foundation for future
growth in the uranium sector.
Results for the Year Ended 30 September 2025
The year under review was pivotal for the Company, marked by a successful corporate
restructuring, a fundamental change in its business, a new strategy, re-admission to trading
on the London Stock Exchange and then followed by significant progress in advancing the
Company’s strategy to establish a portfolio of advanced and producing uranium projects
located in known and geologically proven uranium regions in South Africa.
Strategic Direction
The strategic direction of the Company was revised because of the reverse takeover
transaction of, and following the acquisition of, a majority interest in the Henkries Uranium
Project. The Company advanced this strategy further by entering into agreements during the
year, and post year end, for the conditional acquisition of the Beisa North and Beisa South
Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine
and shaft complex, and the Henkries South Uranium Project, all located in South Africa. The
assets conditionally acquired are world class and in line with the NEO objective of becoming
a large producer of uranium and gold in the medium to long term.
Strengthened Leadership Team
The Company strengthened its management capabilities with several key appointments
made on completion of the reverse takeover transaction and during and post year-end.
Theo Botoulas was appointed as the Company’s new Chief Executive Officer and De We
Schutte was appointed as the Company’s new Chief Financial Officer and is based in South
Africa.
Secondary Listings in South Africa
A secondary listing of the Company’s shares was completed on A2X Markets, an
independent stock exchange in South Africa on 27 February 2024.The Company also
announced plans for a further secondary listing of its shares on the Johannesburg Stock
Exchange through a fast-track listing process, expected to be completed in Q1 2027.
Suspension of Trading
The Company’s shares were suspended from trading on the London Stock Exchange on 31
January 2025, because of a delay in the publication of the Company's annual report and
financial statements for the year ended 30 September 2024.The suspension of the
Company was lifted on 17
December 2025 after publication of the Company's Annual
Report and Accounts for the year ended 30 September 2024 and its unaudited interim
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
11
accounts for the six-month period ended 31 March 2025. The Company was suspended on
2 February 2026 pending submission of the Company’s Annual Financial Report.
Operational Highlights
During this period, the Company advanced feasibility studies for the Henkries Uranium
Project, having secured rights to a majority interest following the acquisition of Mayflower
Metals Limited in November 2023. The mining right application process for the Henkries
Project has commenced, and submission of the mining right to the Department of Minerals
and Resources is expected in August 2026.
The Company further advanced its strategy to build a broader portfolio of advanced and
producing uranium assets. During and after the period under review, the Company focused
on execution, due diligence and the satisfaction of key conditions of the conditional
agreements entered into to acquire the Beisa North and Beisa South Uranium and Gold
Projects, the Beisa Uranium and Gold Mine, including the Beatrix 4 mine and shaft complex,
as well as the Henkries South Uranium Project.
Henkries Uranium Project
Resource Expansion
Work commenced during the period under review on the application to convert from a
prospecting right to a mining right.
Feasibility Study Update
The Company appointed South African-based mining consultancy group Erudite Strategies
(Pty) Limited to prepare an independent update report on the operating and capital cost
estimates previously defined in the feasibility study for the Henkries Uranium Project,
completed by Anglo Operations Limited. The results of this work, completed by Erudite
Strategies (Pty) Limited, confirmed that the Henkries Uranium Project:
(i) has forecast low operating and capital costs and overall robust project economics;
(ii) can be accelerated into production at lower capital and operating costs than many of
its peers; and
(iii) financial modelling of the detailed cost estimates has further confirmed its robust and
attractive underlying economics.
Key results included:
(i) annual average production of 567,000 lb U
3
O
8
;
(ii) annual average sales revenue of US$ 51.0 million;
(iii) cash operating costs of US$36.8/lb; and
(iv) NPV of US$106.6 million and an IRR of 43.4%.
Site Inspections
An inspection of the Henkries Uranium Mine Project by South Africa's National Nuclear
Regulator “NNR” was held on 4 December 2024.The inspection confirmed compliance with
all applicable regulations and authorisations and was completed as part of continuous
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
12
monitoring programmes and annual compliance assurance and event reporting systems.
The NNR inspection report, Reference COR 302D002, was received on 13 December 2024.
The inspection was undertaken in respect of Section 2.1 of Certificate of Registration 302
under Section 22 of the South African National Nuclear Regulator Act, 1999 (Act No 47 of
1999).
Conditional Acquisition Agreements
During and after the period under review, the Company focused on execution, due diligence
and the satisfaction of key conditions of three conditional agreements it had entered into to
acquire, inter alia:
- The Beisa North and Beisa South Uranium and Gold Projects, following an agreement
signed with Sunshine Mineral Reserve (Pty) Limited;
- The Beisa Uranium and Gold Mine, including the Beatrix 4 mine and shaft complex, and
the Henkries South Uranium Project, following an agreement signed with Stillwater
Sibanye Limited; and
- The Henkries South Uranium Project, following an agreement signed with Eagle Uranium
SA (Pty) Ltd.
The Company has confirmed that it completed its technical, financial and legal due
diligence on the various acquisitions to its satisfaction during and post the period under
review, and that, as at the date of this report, it has executed all necessary legal agreements
regarding the acquisitions.
Receipt of regulatory approvals advanced during and post the end of the period under
review, with several key approvals received in South Africa from the South African Reserve
Bank. Approvals required in the United Kingdom, including a Rule 9 Waiver obtained in
accordance with the City Code on Takeovers and Mergers and shareholder approval at a
forthcoming General Meeting of the Company, remain outstanding as at the date of this
report.
FINANCIAL REVIEW
Financial Review for the Year Ended 30 September 2025
This financial review summarises the performance, financial position, and key movements
for the year ended 30 September 2025.
1. Results Overview
• Group loss after tax: £6.054 miilion (2024: £6.826 million).
• Net liabilities: £0.13 million (2024: £0.30 million)
• Cash and cash equivalents: £19,065 (2024: £2,585).
• Loss per share: 0.30 pence (2024: 0.60 pence).
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
13
The current year’s loss is primarily driven by non-cash accounting effects from operational
and administrative fees. The consolidated figures for the year ended 30 September 2025 are
as follows:
2. Consolidated Statement of Comprehensive Income (Summary)
Item (£’000) FY25 FY24
Administrative expenses 6,053,964 2,018,319
Reverse acquisition expense - 6,115,898
Finance costs 355 748
Other income - (1,308,036)
Finance income (392) (959)
Loss before tax 6,053,927 6,825,970
Taxation - -
Loss after tax 6,053,927 6,825,970
Loss per share 0.3 pence 0.6 pence
3. Consolidated Statement of Financial Position
Item FY25 FY24
Total assets 19,869,392 18,421,517
Intangible assets 19,731,059 18,282,999
Current liabilities (18,883,530) (18,200,170)
Non-current liabilities (1,112,594) (514,538)
Net liabilities (126,732) (293,191)
Equity attributable to
owners
(107,811) (277,020)
Non-controlling interests (18,921) (16,171)
4. Parent Company Statement of Financial Position
Item (£) FY25 FY24
Total assets 6,158,236 4,453,235
Current liabilities (1,411,047) (483,187)
Non-current liabilities (974,969) (401,199)
Net assets 3,796,968 3,568,849
The net cash position of the Company at the year-end was £374 (2024: £1,080), and its
external debt was reduced to £26,111 (2024: £28,715).
5. Cash Flow and Equity Movements
• Operating cash inflow: £121,659 (2024:£2,603,086 outflow)
• Equity activity: multiple share issues; share premium increased to £14.638 million
During the period under review, the following share-based transaction is reflected in the
financial statements as at 30 September 2025, as set out below.
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
14
A further 13,600,000 Ordinary Shares at an issue price of 0.75 pence were issued on 19 May
2025 to four service providers, who have also elected to be paid in Ordinary Shares of the
Company in lieu of cash payments, as a commitment to their ongoing support for the
Company's activities and growth strategy.
On 19 May 2025, the Company issued a further 157,540,836 Ordinary Shares in the
Company at a price of 0.75 pence each in lieu of fees owed. 78,407,503 were allotted to
directors or their assignees in lieu of directors' fees owed, and the remainder were allotted
to service providers in lieu of fees owed.
On 21 May 2025 the Company issued a further 104,000,000 Ordinary Shares in lieu of fees
owed at a price of 0.75 pence each. 100,000,000 Ordinary Shares were issued as part
payment for the Henkries Uranium Project, and the balance of 4,000,000 Ordinary Shares
to a service provider.
On 30 June 2025, NEO announced that it is progressing a Fast Track Secondary Listing on
the Johannesburg Stock Exchange (JSE), Africa's leading stock exchange. The move is part
of the Company's broader growth and capital markets strategy to enhance liquidity,
broaden its shareholder base, and increase visibility among African and international
investors. The listing will also position Neo Energy Metals PLC more strategically as it
advances its uranium projects in Southern Africa.
On 11 March 2025, NEO announced that as part of the Company's previously announced
agreement to acquire the Beisa North and Beisa South Uranium as well as the Gold Projects
located in the Witwatersrand Basin in the Free State Province of South Africa (together the
'Beisa Projects'), it has made a cash payment of ZAR5 million (approximately £215,000) to
Sunshine Mineral Reserve (Pty) Limited ('Sunshine') and issued new Ordinary Shares in the
Company to the value of ZAR5 million (approximately £215,000).
6. Conclusion
The results for the year ended 30 September 2025 reflect Neo Energy's transformation into
a mining company through re-listing, asset acquisitions, and development. Despite a
headline accounting loss, the Group and Company is well-positioned, with substantial
intangible assets, an improved equity position at the parent level, and clear funding
pathways and development for the acquisitions.As of the date of this report, £2.5 million
has been raised in working capital to support the Henkries Uranium Project's application to
convert prospecting rights to mining rights.
Additionally, this funding aims to establish relationships with potential investors, ensuring
that when payment for the Beisa project is due, the Company will be adequately supported.
Capital raised and committed during the period under review, and as at the date of this
report, was also used to meet the Group's working capital costs in the United Kingdom and
South Africa.
In South Africa, these working capital costs included expenses for exploration, feasibility
study updates, site management, and management costs for the Henkries Uranium Project.
These costs also included expenses incurred by the Company in relation to the legal,
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
15
technical and financial due diligence associated with entering into conditional agreements
to acquire the Beisa North and Beisa South Uranium and Gold Projects, the Beisa Uranium
and Gold Mine, including the Beatrix 4 mine and shaft complex, and the Henkries South
Uranium Project.
The Company’s future funding requirements comprise:
updated feasibility study costs, mine development and capital expenditure
requirements, the mining proper application, and specialist studies for the Henkries
Uranium Project;
cash-based acquisition payments due to the vendors of the Beisa North and Beisa
South Uranium and Gold Projects, the Beisa Uranium and Gold Mine, including the
Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project;and
mine redevelopment and capital expenditure requirements for resuming mining and
processing activities at the Beisa Uranium and Gold Mine, including the Beatrix 4 mine
and shaft complex; and exploration and mine development costs at the Beisa North and
Beisa South Uranium and Gold Projects and the Henkries South Uranium Project.
During the period under review and thereafter, the Company has appointed several leading
independent investment and merchant banking groups, brokers and strategic corporate
advisors to assist the Company in securing the necessary capital to meet its funding
requirements.
The Group and Company has to date received strong support and indications of funding
availability from these investment and merchant banking groups, brokers and strategic
corporate advisors.
The Company is confident of being able to secure its future funding requirements, given the
advanced nature of its underlying assets, the significant infrastructure, the size of the
uranium and gold resources as determined by independent consultants, and the strength
in both the uranium and gold markets, together with interest from both equity and debt
funders to support the Group and Company in delivering on its strategy.
Directors and Management team
The Company’s Board of Directors and Management team have been strengthened to
support its new strategy to become an essential supplier to the fast-growing uranium
sector. The following were appointed as directors of the Company upon its readmission to
the London Stock Exchange on 9 November 2023, except where otherwise stated:
• Jason Brewer, Executive Chairman, has over 28 years of experience in international
mining, financial markets, and investment banking with a particular focus on Africa. This
includes holding senior executive positions with several global investment banks,
including Dresdner Kleinwort Benson, NM Rothschild & Sons, and Investec, as well as
with listed fund management companies focused on the mining and metals sector. He
is a co-founder and director of Gathoni Muchai Investments Pty Limited, an active
African-focused private equity-style mining investment company; the Chief Executive
Officer of AQUIS-listed Marula Mining PLC; and the Executive Director of Unicorn
Mineral Resources PLC. He is also a co-founder of the Mayflower Children’s
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Foundation. This organisation aims to improve the education, health, and well-being of
children in East Africa through a variety of charitable programmes.
• Theo Botoulas, Director and Chief Executive Officer (appointed 16 May 2025), is a
seasoned mining executive with over 40 years of international experience in mining
operations, finance and asset management. He holds a B.Eng. and M.Sc. in Mining
Engineering, as well as Mine Manager and Mine Overseer's Certificates of Competency
(Metalliferous Mines), and is registered as a Professional Engineer with the Engineering
Council of South Africa. He held senior mining executive roles throughout Africa,
including as CEO and COO of multiple listed and unlisted companies involved in
diamond, tin, tantalum, gold, copper, and uranium mining and exploration. He has led
numerous restructuring initiatives, delivered turnarounds of underperforming assets,
and participated in the successful listing of several mining companies.
His most recent roles include CEO of Andiamo Exploration (UK), focused on
volcanogenic massive sulphide/orogenic deposits in the Arabian-Nubian Shield in East
Africa, and as a Project Manager for Abyssinian Metals' Kenticha lithium project in
Ethiopia. In addition, he has significant experience in the construction and management
of mining operations in both the Free State and Northern Cape Provinces of South Africa.
• Sean Heathcote, Technical Director, has over 31 years’ experience in the mining and
exploration industry in Africa across a broad range of commodities including uranium,
bulk commodities, precious metals, diamonds and base metals. He has previously held
operations management positions at Billiton and Anglo American in both the UK and
Africa. He has 16 years of executive management and directorship experience in the
project development companies of Fluor, Murray & Roberts Engineering Solutions, GRD
Minproc, and Sedgman, gained across over 30 countries.
During his career, he has participated in the development of over 100 mineral resource
projects, including 50 Feasibility Studies. Whilst at GRD Minproc, he played a leading
role in securing and delivering the DFS for the Langer Heinrich and Kayalekera uranium
projects, and in ensuring the subsequent EPCM contract for Phase 1 of Langer Heinrich.
His previous company directorships include positions at GRD Minproc, Micromine,
Group Five, G4S, and Kapsch Africa.
• Bongani Raziya, Non-Executive Director, has over 20 years’ experience in the retail
sector. He graduated as a lawyer and holds B.A., B.Proc and LLB degrees. During his
career, he has held numerous directorships and board positions in South African
companies. He is currently the director of Petregaz, a liquefied petroleum gas (“LPG”)
aggregator and the largest independent LPG distributor in South Africa. Additionally, he
maintains senior operational roles at several other natural resource enterprises,
including a directorship at Camel Fuels (Pty) Ltd, a privately owned South African energy
trading operation established in 2001, and board membership (as an alternate) at
Umsimbithi Mining. Umsimbithi Mining was founded to undertake operations at the
Wonderfontein Coal colliery, and Mr Raziya served as an adviser from the prospecting
stage through to the Bankable Feasibility Study, sitting on all operational committees.
Today, the mine is managed by Glencore.
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Mr Raziya founded Rwenzori Rare Metals, a rare-earth mining company-based in
Uganda.The company established and continues to actively develop a significant ionic
absorption clay deposit at Makuutu, Uganda, which is currently considered to rank
amongst the largest ionic clay deposits (key sources of highly prized magnetic and heavy
rare-earth minerals) outside China. Rwenzori Rare Metals is majority owned by Ionic
Rare Earths Limited, which is listed on the Australian Stock Exchange (“ASX”). Finally,
Mr Raziya also founded the most significant independent shareholder of Burgan Cape
Terminals, a refined petroleum product storage facility located at the port of Cape Town.
Mr Raziya is active in Broad-Based Black Economic Empowerment (“B-BBEE”) concerns
and acts as an advisor on B-BBEE compliance to several companies involved in natural
resource extraction. He has spent much time encouraging local entrepreneurial activity
and supporting black business leaders. He is also a member of the Young Presidents
Organisation in Cape Town.
• Jackline Muchai, Non-Executive Director, is a Kenyan-based businesswoman with a
understanding of East African markets and active involvement in transactions
throughout the region. She is the founder of Gathoni Muchai Investments Pty Limited a
company which focuses on mining, natural resources and property investments in
Eastern and Southern Africa.
As a director of Gathoni Muchai Investments Pty Limited’s Nairobi office, she is
currently responsible for identifying new investment opportunities in East Africa,
assisting with the management of the portfolio of mining investments and projects
across Kenya, Tanzania, and Uganda, and liaising with key representatives in London,
Nairobi, and Johannesburg. Ms Muchai concurrently manages the Mayflower
Children’s Foundation's activities. This organisation aims to improve the education,
health, and well-being of African children through a variety of programmes. Her work
primarily focuses on partnerships with donors worldwide and on local initiatives such
as the Makimei Children’s Home in Kikuyu, Kenya. In this way, the Mayflower Children’s
Foundation seeks to raise the profile and improve facilities for charities and groups
working to improve the lives of disadvantaged children.
• James Longley, Non-Executive Director (appointed before readmission) - is a
chartered accountant whose career has been focused on venture capital, private
equity and building growth companies. His earlier career was with Arthur Andersen,
Creditanstalt-Bankverein Merchant Banking and Touche Ross Corporate Finance. In
1990, he co-led the £10.5m management buy-in of The Wilcox Group, one of the UK’s
leading aluminium alloy tipping trailer manufacturers. He was also a co-founder,
director, and Chief Financial Officer of BioProgress Technology International, Inc., a
VMS and drug-delivery system developer that used proprietary films, processes, and
formulations. It was a NASD-quoted and regulated company from 1997 to 2002, and
was subsequently listed on AIM.
Mr Longley was also a co-founder, Director and Chief Financial Officer of PhotoBox
Limited from 2000 to 2006, a company that then merged with its French counterparts,
Photoways, to create Europe’s leading online photofinishing business. The group
acquired Moonpig.com in 2011, which was subsequently listed separately on the LSE
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at a valuation in excess of £1.2 billion. Mr Longley is currently a co-founder, Director,
Chief Financial Officer and interim CEO of Plutus PowerGen plc, a company listed on
AIM.
• Charles Tatnall, Non-Executive Director (appointed before readmission) - is
primarily involved in advising and raising funds for small and medium-sized enterprises
with varying business activities ranging from advising investment and family wealth
companies to reviewing investments and business opportunities together with the
management of personal assets. Until 2005, he was a consultant to Bolton Group PLC,
a UK-listed investment company, identifying and conducting due diligence on potential
investment and acquisition opportunities across a broad range of industries. These
included natural resources, both exploration and production, electronic hardware and
software, and biotechnology.
Previously, he held several positions with public companies in North America and
Canada and was a director and founder of several micro-cap North American listed
companies, being responsible for general corporate governance and all financial areas.
Mr Tatnall was a co-founder and principal of BioProgress Technology Ltd
(“BioProgress”), which was quoted on the NASD-regulated OTC market and later
migrated to AIM. Mr Tatnall held the licence for BioProgress's North American business
through a listed vehicle in North America. Earlier, Mr Tatnalll founded Maceworth Ltd in
1985, a large corporate entertainment company in the UK that operated in the areas of
tented corporate villages for sporting events, marquee hire, corporate sponsorship,
and conferences.
• Quinton van der Burgh, Non-Executive Director (resigned 3 July 2025), is a leading
mining serial entrepreneur in South Africa. He is the founder and CEO of Q Global
Commodities (“QGC”), one of South Africa's largest privately owned mining houses,
which has established more than 45 mines throughout Sub-Saharan Africa, from
greenfield status through to production and exports of materials to global commodity
markets. QGC is actively expanding its metal mining interests throughout Southern and
East Africa through direct equity investments and partnership and co-development
agreements with several emerging mining and exploration companies including Neo
Energy Metals PLC in which it is a cornerstone investor.
• De Wet Schutte, Chief Financial Officer (appointment 1 November 2025), is an
experienced executive in the mining and finance industries with more than 30 years of
local and international experience. His expertise focuses on finance, governance and
mergers and acquisitions. He is a Chartered Accountant, registered with the South
African Institute of Chartered Accountants and is a graduate of the Top Executive
Programme at the Darden School of Business, University of Virginia, in the United
States of America. Mr Schutte has held senior executive positions across Africa,
including serving as a CFO and an executive of various listed and unlisted companies
involved in gold, coal, iron ore, platinum group metals and uranium mining. He has
played a key role in multiple restructuring and corporate initiatives, successfully
delivering turnarounds of underperforming assets.
The Company works extensively with experienced contractors and consultants in South
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Africa who have proven track records of successfully developing and operating mining
projects in the country.
The Company has recognised the need to further strengthen its executive management
team by filling several full-time positions across geology, mining engineering, metallurgy,
and project management.
Outlook
The Board of Directors have positioned the Company as a near-term uranium and gold
producer, with the Henkries Uranium Project located in the Northern Cape Province of
South Africa, and three conditional agreements for the acquisition of the Beisa Uranium and
Gold Mine and Beatrix 4 shaft complex, the processing plant complex and associated
infrastructure, and the Beisa North and Beisa South Uranium and Gold Projects, all located
in the Free State Province of South Africa.
The Company is also the only listed pure uranium exploration and mine development
company on the London Stock Exchange.
The Board of Directors believes that the Company’s successful positioning in London’s
capital markets provides the opportunity to raise the necessary capital in the current strong
uranium and gold markets and to deliver on its strategy to establish a broader portfolio of
advanced and producing uranium assets.
The Company’s immediate focus is on:
• Completing the acquisitions of the Beisa North and Beisa South Uranium and Gold
Projects, the Beisa Uranium and Gold Mine, including the Beatrix 4 mine and shaft
complex, and the Henkries South Uranium Project;
• Completing mine redevelopment studies for the restart of mining and processing
activities at the Beisa Uranium and Gold Mine, including the Beatrix 4 mine and shaft
complex;
• Completing mine development and capital expenditure studies for the commencement
of construction activities at the Henkries Uranium Project;
• Complete additional exploration studies at the Beisa North and Beisa South Uranium
and Gold Projects, as part of the Company’s broader consolidation into planned
activities at the Beisa Uranium and Gold Mine; and
• Complete additional exploration studies at the Henkries South Uranium Project, as part
of the Company’s broader consolidation into planned activities at the Henkries Uranium
Project.
The combined Beisa Uranium and Gold Mine, Beisa North, and Beisa South Uranium and
Gold Projects have total SAMREC Code-compliant resources of 117 million pounds of
uranium and over 5.4 million ounces of gold – an in situ mineral value of US$30.4 billion
based on current prevailing uranium and gold prices at 30 September 2025.
The Company’s strategic focus is on an accelerated development and production approach
to generate cash flow from the Beisa Uranium and Gold Mine, which has the necessary
permits and approvals and infrastructure already in place, and from the Henkries Uranium
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Project, where independent economic studies completed during the period confirmed the
Project's robust and attractive underlying economics and that it can be accelerated into
production at lower capital and operating costs compared to many of its peers.
This ‘brownfield’ mine development strategy is considered low risk by the Board and is
attractive to shareholders and new investors, given the significant sunk capital and
established infrastructure.
The Company’s focus is on brownfield uranium mine development; accordingly, it is not
required to sink new central mine shafts, as the existing mine shafts and related facilities
are in place.
All the Company’s current uranium projects and uranium and gold projects that are
subject to the conditional acquisition agreements benefit from significant sunk capital
– sunk capital in infrastructure and mine development, and sunk capital in feasibility
studies and mine development studies;
This sunk capital has also been incurred by major global mining companies such as
Anglo-American PLC and Sibanye-Stillwater Limited and is of a very high standard. The
availability of pre-existing infrastructure reduces the need for major up-front capital
outlays for shaft development, construction, and equipment procurement;and
Consequently, overall project capital development costs are likely to be significantly
lower than usual.
This reduction in capital requirements supports the Company’s potential to achieve near
term production capability and may influence interest from investors, lenders, and partners.
The Company is now focused on establishing itself as ‘operationally ready’ for the mine
development and operational activities ahead. This reflects the significant mine
development studies that have already been completed on these planned mining
operations, the Company’s current mining and prospecting rights, identified gold and
uranium reserves and resources, and the forecast accelerated time frames required to get
into production enabled by the extensive existing infrastructure.
Current uranium and gold market trends and dynamics also support the Company’s plans
to advance its assets through to production. The profitability of the Company’s uranium and
gold projects, and the sentiment towards the Company from equity and debt investors
regarding its future fundraising activities, are heavily influenced by prevailing uranium and
gold commodity prices and market dynamics.
Record gold prices in 2025, together with rising demand and prices for uranium, have
significantly improved investor risk appetite for uranium and gold-exposed mining
companies. That backdrop provides a positive outlook for new mine developers in these
sectors, such as the Company. The Board of Directors look forward with confidence to a
bright future for the Company and to advancing its strategy in South Africa.
Key performance indicators
The following Key Performance Indicators (“KPI”) for future inclusion have been identified
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as relevant to the Company’s strategic and operational objectives in the uranium and gold
exploration and development sectors in the future:
No. Financial KPI’s Description / Relevance
1
Cash Position
£19,065 (2024:£2,585)
Liquidity Ratio
10.85% (2024: 11.67%)
Measures available cash versus liabilities to
assess solvency.
There has been minimal movement in the cash
balance as the transactions in the year have
primarily been in equity.
The liquidity ratio has remained relatively stable.
2
Capital Raised
£6,049,857 (2024: £2,292,916)
Tracks total funds raised post-RTO and
subsequent placings. Primarily, the settlement of
trade payables via equity.
3
Operational Expenditure (Opex)
£6,053,964 (2024: £2,018,319)
Monitors spending efficiency versus budget.2024
was the first year of the Group and the costs
mainly comprised of Directors’ remuneration. In
2025 the main cost also refers to Directors
Remuneration and administrative cost.
4
Shareholder Return (Market Cap
Growth) £17.25 million (2024: £11.18
million).15.43% increase
Market capitalisation movement post dual listing
and relisting in December 2025.Measured at end
31 December 2024 and 31 December 2025.
No. Non-Financial KPI’s Description / Relevance
1 Project Development Progress (12%)
Percentage completion toward exploration
milestones at Henkries and Beisa. Mining Right
application submitted for Henkries.
2 Resource Growth (121.7 Mlbs U₃O₈)
Increase in measured and indicated uranium
resources. No resource growth as Pamish has not
been measured.
3 HSE Compliance Rate 100%
Health, safety, and environmental compliance
across operations.
4
Community Engagement Hours /
Initiatives over 66 hours Community
engagement
ESG metric for local stakeholder involvement.
5
Carbon and Environmental Footprint
(tCO₂e) 0%
Environmental responsibility measures aligned
with sustainability goals. No Mining activities have
taken place.
Principal risks and uncertainties
The Company operates in an uncertain environment and is subject to several risk factors,
particularly in the mining and exploration sectors in which it operates and, in the countries,
where its activities are conducted.
The Directors have carried out a robust assessment of the risks and consider the following
risk factors to be of relevance to its activities.
It should be noted that this list is not exhaustive and that other risk factors not presently
known or currently considered immaterial may apply.
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The impact levels of high and medium have been based on an evaluation of each risk's
potential effect on the Company’s financial performance and strategic objectives:
Description Impact Mitigation
Strategic Risks
Volatile mining policy,
permitting rules or fiscal
terms (royalties/taxes/state
participation) shift
unexpectedly, impacting
project value and
continuity.
Project execution risk
(capex overruns, schedule
slippage, contractor
performance) across
remote sites and complex
processing plants reduces
IRR and delays cashflows.
Uranium compliance,
radiation safety and
nuclear-security controls
fail (material accounting,
secure storage/transport,
NNR/competent authority
requirements), leading to
licence suspension or
export blocks.
High Country risk framework;
stabilisation clauses where
possible; diversified
jurisdiction portfolio;
proactive government
relations; local content plans;
scenario planning.
Stage-gate governance;
EPCM oversight; contingency
allowances; critical-path
tracking; commissioning
readiness reviews; owner’s
team capability.
Uranium compliance
program; security
management system; vetted
logistics chain; staff
vetting/training; independent
audits; emergency response;
contractual screening of
counterparties.
Financial Risks
Raising equity and debt
funding for its budgeted
exploration and mine
development plans, and
new mine and project
acquisitions.
Dependency on UK and
South African stock markets
and investor sentiment to
raise further capital when
required.
The Company’s planned
operations require
significant capital
expenditure to be brought
into production and
profitability.
High Continual review and update
of cash flow, working capital
and funding requirements and
options.
Strong UK presence and
relationships with key
shareholders, brokers,
advisors and stakeholders.
Strong budgeting and
financial management focus
to manage liquidity and
commitments.
Focus on brownfield assets
with lower capital expenditure
and accelerated timelines to
profitability.
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Health, Safety, Security,
Environmental and Operational
Risks
The Company’s mining,
prospecting licences,
permits and
authorisations require
strict adherence to their
operating conditions and
are dependent on
renewal.
The Company is reliant
on the services of several
contractors, consultants
and advisors for the
provision of various
services.
Security threats and
illegal mining/organised
crime (notably in South
Africa) cause production
losses, safety incidents,
sabotage or theft.
Medium
High
South Africa has a well-
established and proven
operating framework and
regulatory environment for its
mining industry with clear
processes and procedures to
be followed.
The Company maintains a
key focus in South Africa on
addressing its requirements
and being compliant with all
aspects of its business
Assessment of all third-party
consultants and contractors
from a legal, technical,
financial and HSSE
perspective.
Security risk assessment;
layered physical security;
community security
agreements; intelligence
sharing; incident response;
contractor vetting.
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Legal and Compliance Risks
Inability to provide
accurate and timely
financial information to
comply with regulatory
reporting.
Fraud, bribery and
corruption exposure
(procurement, security,
permitting) triggers legal
penalties, licence risk
and reputational
damage.
Litigation.
Failure to obtain, renew,
or maintain
prospecting/mining
rights and related
permits (including
non‑compliance with
licence conditions)
results in
suspension/cancellation,
loss of tenure, or inability
to progress exploration
into production.
Non‑compliance with
mine health and safety
legal requirements
(training, COPs, risk
assessments, reporting)
results in Section
54/stop-work actions,
prosecutions, and
fatalities.
Medium
High
The Company recruits
experienced key personnel to
ensure compliance with key
reporting requirements.
Ethics & compliance program;
third-party due diligence;
segregation of duties;
whistleblower channels;
procurement analytics;
audits; zero-cash policy.
All employees and
consultants are aware of the
Company’s anti-fraud,
corruption and bribery
policies.
Licence register with expiry
dates; compliance calendar;
legal reviews of conditions;
periodic internal compliance
audits; regulator engagement
plan; document control for
submissions.
H&S management system;
legal appointment letters;
COP register; mandatory
training matrix; incident
investigation; leadership site
visits; contractor H&S
pre‑qualification.
Country Risks
Political, regulatory and
policy changes in South
Africa may affect the
Company’s activities and
profitability.
Changes in environmental
laws, and in particular with
respect to uranium, may
adversely impact the
Company’s activities.
Medium South Africa is a well-
established and proven
mining jurisdiction and
maintains a key focus on its
mining sector as a key
contributor to its economy.
South Africa is one of the
world’s leading uranium
producers and has a
government policy focus on its
growth.
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South Africa maintains
foreign exchange controls
which restrict the
movement of foreign
exchange into and out of the
country.
South Africa has Broad-
Based Black Economic
Empowerment government
policies to advance
economic transformation
and enhance the economic
participation of historically
disadvantaged persons in
the South African economy.
Medium In May 2025, the Company
received approval for a foreign
inter-company shareholder
loan facility of approximately
£50.4 million for working
capital purposes between the
Company and its South
African subsidiaries. This loan
structure enables efficient
inflow of funds into South
Africa and complies with its
reporting and exchange
control requirements.
Approval was received from
the South African Reserve
Bank for the intercompany
loan between Neo Energy
Metals Plc and Neo Uranium
Resources South Africa (Pty)
Ltd, a 100% South African
subsidiary.
In February 2025, the
Company agreed with
Siyakhula Sonke
Empowerment Corporation
(Pty) Ltd, a level 1 majority
black woman-owned
diversified, operating,
minerals and investment
company to sell 30% of
“NURBM” to comply with the
M.R.P.D.A.The conditions for
the sale were all satisfied
except for the Section 11
approval of the Beisa
transaction.
Business strategy
The previous business strategy, as described above in this strategic report, has now been
completed, with the Company embarking on uranium and gold exploration and project
development to eventual production.
Liquidity Risk
The Board continues to manage its liquidity and access to capital to ensure it has the funds
necessary to achieve its strategic goals.
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Market Conditions
Market conditions, including underlying market prices for uranium and gold, general
economic conditions, and their effect on exchange rates, interest rates and inflation, may
impact the Company's ultimate value, regardless of its operating performance.
The Company also faces competition from other organisations, some of which may have
greater resources or be more established in a particular territory. The Board considers and
reviews all market conditions to mitigate any risks that may arise from them. The company's
future valuation is also affected by commodity prices.
Key Management
The Company is reliant on a small team of experienced professionals for its success and is
exposed to the adverse effects of losing such key personnel.
Going Concern
These financial statements have been prepared on the assumption that the Group and
Company is a going concern. See Note 2.1 a) for more details.
The going concern basis, guides the preparation of NEO’s financial statements.
Management's assessment that NEO can continue as a going concern has implications for
the recognition and measurement of assets and liabilities.
This analysis outlines the basis for this assessment under UK adopted International
Accounting Standards, discusses the corporate and management costs of the Company
directly in the United Kingdom and in South Africa through its subsidiary Neo Uranium
Resources South Africa (Pty) Limited, the exploration and proposed development studies at
the Henkries Uranium Project, through which NEO holds a majority shareholding through its
subsidiaries, Desert Trading 130 (Pty) Limited, and the conditional acquisition agreements
entered into to acquire the Beisa Uranium and Gold Project through its subsidiary Neo
Uranium Beisa Mine (Pty) Limited.
The analysis further considers the contributions of shareholder and broker support and
share subscriptions to equity funding initiatives, as well as debt funding initiatives through
debt advisory corporate services provided by its appointed corporate advisors. This support
is demonstrable on the back of the strategic positioning of the Company as a near-term
uranium and gold producing company, through its assets and asset acquisition strategy and
through its planned production of gold and uranium, two commodities with robust
fundamentals and which are in significant demand and in the case of gold, trading at near
record high levels and estimate to increase to USD$ 5,000 per ounce.
It also notes the nature of the conditional agreement with Sibanye Stillwater Limited, under
which its subsidiary, Neo Uranium Beisa Mine (Pty) Limited, has agreed to acquire a 100%
interest in the Beatrix 4 Uranium and Gold Mine and shaft complex, the processing plant
complex and associated infrastructure and which is a key part of the broader the Beisa
Uranium and Gold Projects. Sibanye-Stillwater is listed on the New York and Johannesburg
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Stock Exchanges, with a market capitalisation of approximately US$10 billion and on
completion of the acquisition, will become NEO’s largest shareholder and have the right to
appoint two directors to the Board and hold pre-emption rights of first refusal in respect of
any proposed new equity issuance by NEO.
It should be noted that the principal risk facing NEO at this stage is the timing associated
with the transfer of the Section 11 and Section 102 mineral rights from Sibanye-Stillwater to
Neo Uranium's Beisa mine. The NEO and Sibanye-Stillwater management established clear
next steps. Sibanye-Stillwater confirmed that it is finalising the Section 102 and Section 11
for the consolidation and The transfer of Sibanye-related mining rights must be concluded
or accepted by the Department of Mineral Resources (DMR) before the Section 11
application for the NEO transaction can be submitted. They are prepared to submit Section
102 and Section 11 documentation on 16 January 2026, with the application process
expected to take approximately 107 days. Section 11 of the NEO transaction will be
submitted only after consent has been received from the DMR. Taking this into
consideration, the Section 11 approval will not be granted in the next 12-18 months.
Consequently, the NEO management team has raised sufficient working capital £2.5 million
to cover overhead costs and costs related to the Henkries Project mining rights until 28
February 2027.
Environmental Responsibility
This Company recognises that, whilst supporting a sustainable energy future and the
production of minerals, such as uranium, which are critical to such a future, our activities
will have an impact on the environment in which we operate.
The Company is committed to minimizing these environmental impacts for the well-being
and enjoyment of future generations. It requires that everyone who works with the
Company, including our contractors and all stakeholders, understand and protect the
natural environment, demonstrate environmentally responsible behavior, and act in
accordance with the Company’s policies, applicable laws and relevant industry standards.
During the period under review, the Company has been compliant with all relevant laws and
regulations, and there have been no instances of non-compliance in respect of
environmental matters for any of its operating activities.
Employees
The Company encourages diversity in employment and Board composition to ensure
access to the best available talent with appropriate skills to achieve its goals.
The Company recognises diverse teams to improve decision-making, enhance retention,
and strengthen stakeholder connections, and as such is committed to building a merit-
based, diverse and inclusive workplace where everyone feels safe, valued, and respected.
The Company values diversity of thought and respects the differences between its people
and the contribution these differences make to the Company.
An inclusive and diverse workplace recognises and values the unique contribution of people
because of their individual backgrounds, skills, experiences and perspectives.
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
28
Health and Safety
The Company actively promotes a culture of behavioral safety in which our employees carry
out their work in ways that prevent harm to themselves or others.
The Company fosters a proactive and collaborative Health and Safety culture through
leadership, education, consultation, and empowering workforce engagement in active
decision-making. In doing so, the Company seeks continual improvement of our health and
safety performance, utilising key leading indicators to deliver improvements.
Everyone in our workplace has a duty of care to take responsibility for their own actions and
to work as a team to create an injury-free workplace, ensuring all our people return to their
families safely.
During the period under review, the Company has been compliant with all relevant laws and
regulations, and there have been no instances of non-compliance in respect to health and
safety matters for any of its operating activities.
Human Rights Responsibility
The Company believes human rights must be inherently afforded to all people, regardless
of who they are, their circumstances, or where they are located. Human rights recognise the
inherent value of each person, based on principles of dignity, equality, and mutual respect.
The Company acknowledges its responsibility to avoid infringing human rights and to
address adverse human rights impacts through its activities, supply chains, and business
relationships.
The Company has committed to support, respect and protect internationally proclaimed
human rights in alignment with the United Nations Guiding Principles on Business and
Human Rights, International Labour Organisation Declaration on Fundamental Principles
and Rights at Work, and OECD Guidelines for Multinational Enterprises, and as a signatory
to the UN Global Compact, we work to incorporate the Ten Principles of the UN Global
Compact in our strategy and operations.
The Company has committed to support the elimination of all forms of modern slavery,
including forced or compulsory labour, child labour, and human trafficking across our
operations or supply chains.
Community and Culture of Indigenous People
The Company is committed to understanding and respecting indigenous peoples' rights,
cultures, aspirations, perspectives, and interests, as set out by the principles of the United
Nations Declaration on the Rights of Indigenous Peoples.
The Company recognises its responsibility to respect the human rights and cultural heritage
of communities that may be impacted by its operations and seeks to comply with applicable
laws and regulations relevant to the rights, interests, and obligations of indigenous peoples
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
29
and their communities.
In its operating activities in South Africa, it seeks to actively engage and consult with
communities and indigenous peoples early and regularly in a culturally appropriate,
meaningful, open, honest, and mutually respectful and beneficial manner, consistent with
the principles of Free, Prior and Informed Consent.
The Company seeks effective representation and participation of communities and
indigenous peoples in decisions relating to matters that would affect them in the
Company’s operating activities.
Anti-Corruption and Anti-Bribery
The Company maintains a ‘Code of Business Conduct and Ethics’ that the Board has
adopted to promote integrity and honest and ethical conduct of the Company’s business.
This Company’s operations are subject to numerous, complex, and changing laws and
regulations, and its directors, employees, contractors, and representatives must comply
with these laws and regulations, as well as the various rules, policies, and guidelines of
regulatory authorities and governmental agencies wherever it does business.
The Company’s Code of Business Conduct and Ethics extends to matters including:
Insider Trading and securities and stock exchange laws and regulations that prohibit
the use and selective disclosure of information that, if publicly disclosed, could have a
significant impact on the market price or value of the Company’s securities or affect any
reasonable investor’s investment decision.
Conflicts Of Interest and where judgments may be compromised, with undue
favouritism to any party or where a benefit of some kind is received.
Gifts and Entertainment, and where such gifts may compromise a person’s ability to
make objective and fair business decisions.
Anti-Kickback Policy and where compensation is provided for improperly obtaining
favourable treatment.
Anti-Corruption Policy and where it is important that the Company and its subsidiaries
respect all international and local anti-bribery and anti-corruption laws, and where
there is the potential for the misuse of power for illegitimate private gain or to retain an
improper advantage.
The Company continuously reviews its operational procedures and guidelines issued to
consider the impact of applicable legislation, such as the United Kingdom’s Bribery Act
2010. During the period under review, the Company has been compliant with all relevant
laws and regulations, and there have been no instances of non-compliance in respect of
matters covered by its Code of Business Conduct and Ethics across its operating activities.
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
30
Climate-Related Financial Disclosures
The Company recognises that climate change is one of the most significant challenges
facing society. The mining sector has a key role to play in helping the world transition to net
zero, and the Company is committed to playing its part. The Company is aware that it needs
to measure its operational carbon footprint to limit and control its environmental impact.
However, given the minimal nature of its operations during the year under review, it has not
been practical to measure its carbon footprint. In the future, once mining operations have
commenced, the Company will measure the impact of its direct activities, as well as the full
effect of the entire supply chain, if its suppliers cannot be practically measured.
Below, we have provided information consistent with the Streamlined Energy and Carbon
Reporting (“SECR”) Regulations and Task Force on Climate-Related Financial Disclosures
(“TCFD”).
SECR
As per the SECR Regulations published in 2018, quoted companies and large unquoted
companies that have consumed more than 40,000 kilowatt-hours (kWh) of energy in the
reporting period must include energy and carbon information within their Directors’ Report.
The Company does not currently exceed this threshold and therefore is presently exempt
from the SECR reporting requirements.
The Company’s subsidiaries in South Africa are excluded from this reporting requirement
because they are outside the European Union.
The Company will continue to monitor these requirements and work towards full and
accurate reporting of consumption as it moves its operating activities in South Africa
towards production.
Under the Listing Rules, compliance with the TCFD is required for all listed companies on a
comply-or-disclose basis.
TCFD Purpose
TCFD is primarily designed to protect shareholders from the impacts of climate change by
ensuring companies disclose key information within these areas and communicate how
they are thinking about and assessing climate-related risks and opportunities as part of their
resilience and risk assessment processes.
TCFD adherence requires disclosure of greenhouse gas (“GHG”) emissions as part of the
Metrics and Targets section, and this creates a partial overlap with SECR requirements;
however, TCFD’s focus is on understanding how GHG emissions may expose a company to
future changes in law, regulation, or market dynamics that penalise higher-polluting
industry sectors, sub-sectors, or companies.
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
31
The Group does not have the information available to report on the Group’s emissions by
scope for this period. We are committed to improving our capabilities in this area and will
prioritise the necessary resources and expertise to report on TCFD metrics in the near term.
The Company aims to ensure that we effectively manage and mitigate climate-related risks,
safeguarding the sustainability of all our operations activities.
The key climate risks that our operating activities face include:
Physical Risks, including heavy rainfall, floods, and droughts, that have the potential to
disrupt our planned mining activities and damage surrounding infrastructure such as roads
and power supplies;
Regulatory Risks, including the possibility of more stringent environmental regulations and
policies being introduced in South Africa and globally aimed at reducing carbon emissions,
which can lead to higher compliance costs and potential restrictions on our planned mining
activities;
Reputational Risks, including overlooking climate-related issues specific to the uranium
and nuclear sector that have the potential to harm the Company’s reputation and reduce
the attractiveness of the Company for future investment by investors; and
Market Risks, including the impact of a volatile or diminishing uranium price that may
impact the Company’s operating activities and financial performance.
The Company’s ‘Environmental Policy’ has been established to, amongst other things,
embrace science supporting climate change and proactively implement measured and
considered solutions to minimize the Company’s contribution and address ongoing
impacts of climate change and fulfil its compliance obligations with all applicable
environmental laws and regulations, such as the SECR and TFCD disclosures and
recommendations.
Section 172 Statement
The Directors recognise their duty under section 172 of the Companies Act 2006 to promote
the success of the Company for the benefit of its members, having regard to the long-term
consequences of their decisions and to the interests of other stakeholders.
The Directors consider that they have, both individually and together, during the period
under review and post the period, acted in the way that, in good faith, would be most likely
to promote the success of the Company and Group for the benefit of its members.
When making key strategic decisions, the Directors have full regard to the interests of the
Company employees and other stakeholders, including our impact on the community, the
environment and its reputation. Over the period under review, these decisions have focused
on the commencement of the Company’s strategy of establishing a portfolio of advanced
and producing uranium and gold assets in South Africa.
NEO ENERGY METALS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
32
The Company has already made several significant future capital commitments, as detailed
in Note 27, about the proposed acquisition and development of the Beisa North and Beisa
South Uranium and Gold Projects, the Beisa Uranium and Gold Mine, including the Beatrix
4 mine and shaft complex, the processing plant complex and associated infrastructure and
the Henkries South Uranium Project. These proposed investments are in addition to those
to be made at the Henkries Uranium Mine. They are all firmly aligned with the Company’s
strategy and provide the foundation for a long-term, sustainable business for all the
Company’s stakeholders.
In carrying out its business, the Company seeks to regularly engage with its shareholders
openly and transparently to ensure that its strategy, performance, and decision-making
processes are clearly understood.
The Company utilises several platforms for its engagement with shareholders, including
investor roadshows, attendance at industry and investor conferences, and a programme of
regular reporting on the London Stock Exchange.
In addition, the Company maintains several social media channels through which it
engages with shareholders, and direct contact details of the Company’s Key Executive
Management and its professional advisors are made available.
The Company continually seeks to maximise local employment. It is committed to doing so
across all its operating activities in South Africa, where it has already developed strong
relationships with local governments and surrounding communities.
The Company is committed to conducting business ethically and honestly in all its operating
activities and to implementing and enforcing policies, procedures, and systems that ensure
such high standards of business practices are maintained.
The impact of the Company’s activities on its stakeholders, employees, and suppliers, and
the likely impact of operations on the environment and local communities, is of foremost
importance to the Directors when making business decisions.
The Company’s Corporate Governance policy can be found on the Company website. The
Board believes that these actions, taken collectively, promote the Company's long-term
success and sustainability and create value for all stakeholders.
The Strategic Report forms part of the Company’s Annual Reports and Accounts. The Annual
Report can be obtained from at the registered office, as stated in the Company Information,
or on the London Stock Exchange website.
On behalf of the board
Jason Brewer
Director
26 February 2026
NEO ENERGY METALS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
33
The Directors present their Annual Reports and Accounts for Neo Energy Metals PLC for the
year ended 30 September 2025.
Principal activity
The principal activity of the Company and its subsidiaries is the exploration, development
and mining of uranium and gold in South Africa and the development of further advanced
brownfield projects to grow its operations within the uranium sector.
Business Review and Future Developments
A review of the business and likely future developments of the Company are contained in
the Chairman’s Report and Strategic Report.
Results and dividends
The trading results for the year and the Company's and Group’s financial position at the end
of the year are shown in the following financial statements.
The Directors have not recommended a dividend for the year ended 30 September 2025
(2024: £Nil).
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006, the Directors have chosen
to report the review of the business, the future outlook and the principal risks and
uncertainties faced by the Company in the Strategic Report.
Directors
The following Directors have held office during the period, and up to the date of this report,
as follows:
Jason Brewer
Theo Botoulas (appointed 16 May 2025)
Sean Heathcote
Jackline Muchai
Bongani Raziya
James Longley
Charles Tatnall
Quinton van der Burgh (appointed 3 March 2024, resigned 3 July 2025)
De Wet Schutte (appointed 1 November 2025)
Directors’ indemnity
The Company has appropriate Directors and Officers Liability Insurance in place to protect
the Company's directors, from personal liability in the event of legal claims made against
them for alleged wrongful acts committed in their managerial capacity.
NEO ENERGY METALS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
34
Gender of Directors and Employees
The Board of Directors consists of six directors based in Africa and two in the United
Kingdom, with one female director and two representatives of ethnic minority. The Board
recognises that it currently does not meet the requirements of the diversity targets as
detailed out in Policy Statement PS 22/3 of the Listing Rules and DTR requirements, on
gender or ethnicity. The Company will look to recruit and develop a diverse and more
gender-balanced team as its advances its uranium mine development strategy in South
Africa.
Going Concern
The Directors have prepared the financial statements on a going concern basis. See Note
2.1 (a) for more details.
Risk Management
There is no formal programme of hedging for either commodity, interest rates or foreign
exchange at this stage. However, where appropriate, such risks are managed through
purchase or sale contracts with suppliers, banks or other institutions or companies.
Financial risk management is detailed out in Note 4 to these consolidated financial
statements.
Principal Risks and Uncertainties
The principal risks and uncertainties are included in the Strategic Report above and Note 4
to these consolidated financial statements.
Substantial Interests
As at 30 September 2025, the Directors have been notified of the following holdings
representing 3% or more of the issued share capital of the Company:
HARGREAVES LANSDOWN (NOMINEES) LIMITED 574,799,779 26.02%
INTERACTIVE INVESTOR SERVICES NOMINEES
LIMITED
182,834,322 8.28%
GLOBAL PRIME PARTNERS LTD 140,763,059 6.37%
LYNCHWOOD NOMINEES LIMITED 121,330,000 5.49%
PERSHING NOMINEES LIMITED 113,787,785 5.15%
NORTRUST NOMINEES LIMITED 113,666,667 5.14%
VIDACOS NOMINEES LIMITED 91,308,309 4.13%
THE BANK OF NEW YORK (NOMINEES) LIMITED 77,724,461 3.52%
O'SULLIVAN ADVISORY & INVESTMENTS PTY LTD 74,500,000 3.38%
HSDL NOMINEES LIMITED 73,727,973 3.34%
SOUTH AFRICAN BRANCH REGISTER 70,492,150 3.19%
JAMES BREARLEY CREST NOMINEES LIMITED 66,627,342 3.02%
NEO ENERGY METALS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
35
Directors’ Interests
The beneficial interests of the Directors who held office at 30 September 2025 and their
connected parties in the share capital of the Company is detailed below.
James Longley 262,979,022 11.90%
Charles Tatnall 216,745,346 9.81%
Sean Heathcote 74,500,000 3.37%
Bongani Raziya 70,450,000 3.19%
Jason Brewer* 234,174,614 10.60%
Jackline Muchai* 72,003,752 3.26%
* Jason Brewer and Jackline Muchai hold their shares through Gathoni Muchai Investments
Ltd.
There are 2,209,113,810 Ordinary Shares in issue at 30 September 2025.
The Company's capital consists of Ordinary Shares which are traded on the London Stock
Exchange and deferred shares. There are no restrictions on the transfer of securities in the
Company or restrictions on voting rights and none of the Company's shares are owned or
controlled by employee share schemes. There are no arrangements in place between
shareholders that are known to the Company that may restrict voting rights, restrict the
transfer of securities, result in the appointment or replacement of Directors, amend the
Company's Articles of Association or restrict the powers of the Company's Directors,
including in relation to the issuing or buying back by the Company of its shares.
Details of share issues post year end are outlined in Note 26 Events after the reporting date.
Directors’ Remuneration
Directors’ remuneration is disclosed in the Remuneration Report.
Environmental and Social Governance (“ESG”) and SECR Reporting
This is detailed in the Strategic Report.
Corporate Governance
Detail of corporate governance is set out below in the Corporate Governance Report.
Supplier Payment Policy
It is the Company’s payment policy to pay its suppliers in conformance with industry norms.
Trade payables are paid in a timely manner within contractual terms agreed between the
two parties.Trade payable days were 265 days (2024:234 days) for the year ended 30
September 2025.
NEO ENERGY METALS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
36
Financial Risk and Management of Capital
The significant financial risks to which the Company is exposed to and the controls in place
to minimise those risks are disclosed in the Strategic Report and in Note 4. The Board
considers and reviews these risks on a strategic and day-to-day basis to minimise any
potential exposure.
Financial instruments
The Company has not used any financial instrument products or entered into any such
arrangements to hedge against interest rate or foreign exchange rate risk. The Company has
not entered into any financial instrument transaction during the year and does not use
derivative financial instruments (including forward exchange contracts, swaps or options)
to hedge or otherwise mitigate exposure to interest rate or foreign exchange risks.
Accordingly, the Company has not implemented any formal hedging arrangements in
respect of these risks during the reporting period.
Auditors
The auditors, Moore Kingston Smith LLP, were appointed as the Company’s auditors on 20
December 2024, and have expressed their willingness to continue in office.A Resolution
that they be re- appointed will be put at a General Meeting.
Political and Charitable Contributions
No political or charitable donations were made during the year £nil (2024: £nil).
Events after the Reporting Date
Details of the events after the reporting date are disclosed in Note 26 to the consolidated
financial statements.
Website Publication
The Directors are responsible for ensuring the Annual Report and the financial statements
are made available on its website.
The financial statements are published on the Company’s website in accordance with
legislation in the United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The maintenance and
integrity of the Company’s website is the responsibility of the Directors.
Annual General Meeting (“AGM”)
The Company will hold its next AGM later in 2026; the date will be announced on the
Company website and via RNS. but is expected to be in March 2026.
NEO ENERGY METALS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
37
Statement of Directors' Responsibilities
Company law requires the Directors to prepare Company financial statements for each
financial period or year. Under that law the Directors have elected to prepare the financial
statements in accordance with UK adopted International Accounting Standards. Under
company law the Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the company and of the
profit or loss for that period. In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with UK adopted International
Accounting Standards; and
• prepare the financial statements on the going concern basis unless it is inappropriate
to presume that the Company and Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient
to show and explain the Company’s and Group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company and Group. They are also
responsible for safeguarding the assets of the Company and Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Each of the Directors, whose names are listed on the Company information page confirm
that, to the best of their knowledge and belief:
• the financial statements prepared in accordance with UK adopted International
Accounting Standards give a true and fair view of the assets, liabilities, financial
position, and loss of the Group; and
• the Annual Report and financial statements, including the Strategic Report, includes a
fair review of the development and performance of the business and the position of the
Company and Group, together with a description of the principal risks and uncertainties
that they face.
Statement of Disclosure to Auditors
Each person who is a director at the date of approval of this Annual Report confirms that:
so far as the Directors are aware, there is no relevant audit information of which the
Company’s auditors are unaware;
NEO ENERGY METALS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
38
each Director has taken all the steps that he or she ought to have taken as Director in
order to make him or herself aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information; and
Director is aware of and concurs with the information included in the Strategic Report.
This Directors’ Report was approved by the Board and signed on its behalf by:
Director
Jason Brewer
26 February 2026
NEO ENERGY METALS PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
39
Remuneration Committee
Responsibilities and Role of the Remuneration Committee
The Committee is responsible for determining and recommending to the Board the
framework for the remuneration of the Company’s Executive. It also monitors the
remuneration of the Group’s senior managers.
The key duties of the Committee include:
• Setting the Company’s overall remuneration policy;
• Determining individual remuneration packages, including base salary,
performance-related pay, share options, and other benefits;
• Ensuring remuneration is sufficient to attract and retain high-quality executives
while aligning rewards with the Company’s strategic objectives and long-term
shareholder value creation;
• Overseeing the implementation and performance of share-based incentive
schemes; and
• Monitoring compliance with relevant regulatory and governance standards.
Members of the Committee
The members of the Committee are:
• James Longley (Chairman)
• Charles Tatnall
Both members of the Committee are Non-executive Directors and are recognised by the
Board as capable of bringing independent judgement to bear.
The membership of the Committee has been unchanged during the reporting period.
Meetings and Attendance
During the year ended 30 September 2025, the Remuneration Committee met twice.
Meetings were attended by Charles Tatnall and James Longley and Jason Brewer attended
both meetings by invitation.
Between meetings, the Committee Chairman maintained regular contact with management
to discuss the Company’s performance and the remuneration of existing and newly
recruited senior staff and Directors.
Components of Executive and Senior Management Remuneration
Base Salary
This is a fixed cash sum, payable monthly. Salaries are reviewed annually by the
Remuneration Committee, measuring individual performance and experience in the role .
NEO ENERGY METALS PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
40
Performance Related Bonus
Executive Directors’ remuneration typically comprises a base salary, performance-related
bonus, and participation in equity incentive arrangements. Non-Executive Directors receive
fees that reflect the time commitment and responsibilities of their roles and participate in
performance or equity-linked remuneration.
Performance related payments have been agreed and designed to align the Directors’
interests with those of the Company's shareholders and by linking pay to the Company’s
performance and achievement of key corporate, financial and strategic goals. This is
considered in line with good corporate governance practice and is aimed at encouraging
Directors to focus on the Company’s profitability, long-term growth, and value addition for
shareholders.
Long-Term Incentive Plans
From time to time, the Executive Directors and other senior employees may, in the future,be
invited to participate in Long-Term Incentive Plans (“LTIPs”), whereby options to acquire
Ordinary Shares in the Group are awarded subject to the achievement of various
performance criteria. One such LTIP arose on 29 April 2024 and is detailed below.
The Board believes that such plans are an important element of overall executive
remuneration and assist in aligning the financial interests of Executive Directors and other
senior employees with those of the shareholders. Details of this LTIP and awards made
under it are set out below.
Directors’ Remuneration for the Year ended 30 September 2025 (audited)
The remuneration of the Directors who served during the period from 1 October 2024 to 30
September 2025 is disclosed within Note 9 of the financial statements.
Directors’ Service Contracts and Letters of Appointment
The Directors have entered into service agreements and letters of appointment with the
Group and the principal terms are as follows:
Date of Latest
Agreement
Name Position
Commencement of
Period of Office
Contractual
Annual Salary or
Fees (£)
Notice
Period
16 May 2025 Theo Botoulas
Chief
Executive
Officer
16 May 2025 150,000 12 months
9 November
2023
Jason Brewer
Executive
Chairman
9 November 2023 96,000 12 months
9 November
2023
Sean
Heathcote
Executive
Technical
Director
9 November 2023 149,500 12 months
9 November
2023
Bongani
Raziya
Non-Executive
Director
9 November 2023 30,000 12 months
9 November
2023*
Charles
Tatnall
Non-Executive
Director
9 November 2023 96,000 12 months
9 November
2023
Jackline
Muchai
Non-Executive
Director
9 November 2023 30,000 12 months
9 November
2023*
James Longley
Non-Executive
Director
9 November 2023 96,000 12 months
3 March 2024**
Quinton van
der Burgh
Non-Executive
Director
3 March 2024 Nil 12 months
NEO ENERGY METALS PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
41
*Charles Tatnall and James Longley were employed as Directors of Stranger Holdings PLC
prior to the RTO and commenced their period of office on 22 October 2015.
**There was no salary or fee agreed in respect of Quinton van der Burgh. Quinton van der
Burgh resigned on 3 July 2025.
Long-Term Incentive Plan (“LTIP”)
The NEO Energy Metals PLC Executive Share Option Scheme
The LTIP contains performance criteria measuring achievements of the Company’s
corporate, financial and strategic goals. This includes such goals as, growth in the
attributable mineral resources of the Company, the performance of the Company’s share
price both on a stand-alone basis and against peer companies, increase in the Company’s
financial performance including growth in net asset position, earnings per share growth and
in liquidity and profitability.
On 29 April 2024 the Directors agreed to introduce a share option scheme which was
approved by the board of Directors of the Company.
The scheme has authorised the issue of 150,000,000 share options over 150,000,000
Ordinary Shares of £0.0001 to the Directors.
The share options have an exercise price of 1.25p and have an expiry date of 31 May 2029.
The Directors were issued with the following options:
Jason Brewer 30,000,000 share options
Sean Heathcote 30,000,000 share options
James Longley 20,000,000 share options
Charles Tatnall 20,000,000 share options
Jackline Muchai 20,000,000 share options
Bongani Raziya 20,000,000 share options
A further 10,000,000 share options are reserved for future issue to key employees of the
Company.
A share-based payment charge relating to the above options has been included in the
Consolidated Statement of Comprehensive Income of £125,765 (2024: £25,153). Further
information can be found in Note 22.
Non-Executive Directors’ Remuneration
Non-Executive Directors receive fees that reflect the time commitment and responsibilities
of their roles and may also participate in performance or equity-linked remuneration.
Two non-executive Directors received a basic annual fee of £96,000 per annum and other
Non-executive Directors received a basic salary of £30,000 per annum.
NEO ENERGY METALS PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
42
Recruitment Policy
Base salary levels, in future, will consider market data for the relevant role, internal
relativities, their individual experience and their current base salary. Where an individual is
recruited at below market norms, they may be re-aligned over time, subject to performance
in the role. Benefits will generally be in accordance with the approved policy. For external
and internal appointments, the Board may agree that the Company will meet certain
relocation and/or incidental expenses as appropriate.
Service agreements and terms of appointment (audited)
The Directors have service contracts with the Company as disclosed in the prospectus
which may be found on the Company’s new website at https://neoenergymetals.com.
Directors' emoluments (audited)
The table below sets out the remuneration received by the Directors for the year ended 30
September 2025:
Salary
Fixed
Fees
Fixed
Total
Fixed
Bonuses
Variable
Share
based
payment
Variable
Total
Variable
Total
Director 2025 2025 2025 2025 2025 2025 2025
£ £ £ £ £ £ £
Jason Brewer - 96,000 96,000 1,076,724 48,000 1,124,724 1,220,724
Sean Heathcote 149,500 - 149,500 591,912 - 591,912 741,412
Jackline Muchai - 30,000 30,000 426,058 - 426,058 456,058
Bongani Raziya - 30,000 30,000 388,971 12,000 400,971 430,971
James Longley - 96,000 96,000 708,696 196,400 905,096 1,001,096
Charles Tatnall - 96,000 96,000 708,696 196,400 905,096 1,001,096
Theo Botoulas - 61,232 61,232 - - - 61,232
Total 149,500 409,232 558,732 3,901,057 452,800 4,353,857 4,912,589
The table below sets out the remuneration received by the Directors for the year ended 30
September 2024:
Salary
Fixed
Fees
Fixed
Total
Fixed
Bonuses
Variable
Share
based
payment
Variable
Total
Variable
Total
Director 2024 2024 2024 2024 2024 2024 2024
£ £ £ £ £ £ £
Jason Brewer - 70,865 70,865 427,615 - 427,615 498,480
Sean Heathcote 137,042 - 137,042 - - - 137,042
Jackline Muchai - 26,833 26,833 - - - 26,833
Bongani Raziya - 26,833 26,833 - - - 26,833
James Longley - 75,866 75,866 317,966 - 317,966 393,832
Charles Tatnall - 75,866 75,866 317,966 - 317,966 393,832
Total 137,042 276,263 413,305 1,063,547 - 1,063,547 1,476,852
NEO ENERGY METALS PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
43
The table below sets out the payment structure of the remuneration received by the
directors for the year ended 30 September 2025:
Cash
Payments
Shares
issued
Accruals and
provisions
Total
Director 2025 2025 2025 2025
£ £ £ £
Jason Brewer - 1,124,724
96,000
1,220,724
Sean Heathcote - 591,912
149,500
741,412
Jackline Muchai - 1,188,753
30,000
1,218,753
Bongani Raziya - 400,971
30,000
430,971
James Longley - 905,096
96,000
1,001,096
Charles Tatnall - 142,401
96,000
238,401
Theo Botoulas 61,232 -
-
61,232
Total 61,232 4,353,857 497,500 4,912,589
Four of the Directors fees and bonuses were paid to a third party as detailed below:
Director
Third Party
Jason Brewer Gathoni Muchai Investments Pty Limited
James Longley Camilla Vyner-Midgley
James Longley Oliver Longley
Jackline Muchai Gathoni Muchai Investments Pty Limited
Charles Tatnall Megan Mullen
Charles Tatnall Hargreave Lansdown Nominees
The following balances are included as amounts owed by and to Directors in Notes 17 and
20:
Prepayment
as at 30
September
Accruals and
provisions
Liability as at
30 September
Director
2024 2025 2025
£ £ £
Jason Brewer
21,897
(96,000)
(74,103)
Jackline Muchai
-
(30,000)
(30,000)
Bongani Raziya
-
(30,000)
(30,000)
James Longley
21,716
(96,000)
(74,284)
Charles Tatnall
42,989
(96,000)
(53,011)
Total
86,602 (348,000) (261,398)
The £261,398 liability is included in trade and other payables as per Note 20.
No pension contributions were made by the Company on behalf of its Directors, and no
excess retirement benefits have been paid out to current or past Directors.
NEO ENERGY METALS PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
44
Payment for loss of Office
If a contract is to be terminated, the Company will determine such mitigation as it considers
fair and reasonable in each case. No compensation for loss for any terminated contract was
made in the year or subsequent to the year end.
The Company reserves the right to make additional payments where such payments are
made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation); or by way of settlement or compromise of any claim arising in
connection with the termination of an Executive Director’s office or employment.
Percentage change tables
The Directors have considered the requirement for the percentage change tables
comparing the Chief Executive Officer’s percentage change of remuneration to that of the
average employee to not provide any meaningful information at this time to the
shareholders as most of the employees are Directors. The Directors will review the inclusion
of this table for future reports.
Relative Importance of spend on pay (audited)
The table below illustrates a comparison between total remuneration to distributions to
shareholders and loss before tax for the financial year ended 30 September 2025:
Year ended Employee
remuneration
Distributions to
shareholders
Operating cash
inflow/(outflow)
£ £ £
30 September 2025
30 September 2024
4,912,589
1,476,852
-
-
121,659
(2,603,086)
Employee remuneration includes salary, fees and bonuses payable only to the Directors.
Operational cash outflow has been shown in the table above as cash flow monitoring,
forecasting in an important consideration for the Board when determining cash-based
remuneration for Directors and employees.
Approval by shareholders
At the next Annual General Meeting of the Company a resolution approving this report is to
be proposed as an ordinary resolution. The Board 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 annual policy on
remuneration.
NEO ENERGY METALS PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
45
This Report was approved by the Remuneration Committee on 26 February 2026.
Signed on Behalf of the Board
James Longley
Committee Chairman
NEO ENERGY METALS PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
46
Composition and Responsibilities
The Audit Committee comprises:
James Longley (Chairman);
Jason Brewer; and
Charles Tatnall.
The Audit Committee reports to the Board and has responsibility for monitoring the integrity
of the Company’s financial statements and related formal announcements, and for
reviewing and challenging, where necessary, the actions and judgments of management in
relation to the financial reporting process.
The Audit Committee also oversees the relationship with the external auditor, including
recommending their appointment and remuneration, reviewing the effectiveness of the
audit process, and ensuring auditor independence and objectivity are maintained.
Other responsibilities include:
Reviewing the effectiveness of the Company’s internal controls and risk management
systems;
Monitoring the integrity and clarity of financial reporting and compliance with
accounting standards;
Considering any significant accounting estimates or judgements;
Reviewing the arrangements by which employees may, in confidence, raise concerns
about possible improprieties in financial reporting or other matters;
Overseeing the Company’s policies on business conduct and compliance;
Focus on financial reporting risks, fraud risk, and related compliance obligations; and
Approve internal audit charter, annual plan, and budget/resources.
The Committee operates under formal terms of reference approved by the Board, which are
reviewed annually.
Meetings and Attendance
During the year ended 30 September 2025, and in respect of the audit of the Company’s
financial statements for the years ended 30 September 2024 and 30 September 2025, the
Audit Committee met twice, with all members in attendance,
together with
representatives of the external auditor.
Between meetings, the Committee Chairman maintained regular contact with management
and the auditor to discuss audit planning, key audit matters, and progress of the external
audit.
NEO ENERGY METALS PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
47
Significant Areas of Review
During the year, and as part of the year-end process, the Committee focused on the
following key matters:
Assessment of going concern assumptions and cash flow forecasts;
Review of the impairment assessment of exploration and evaluation assets;
Consideration of the Group’s accounting policies and their application in the Annual
Report and Accounts;
Review of the Chairman’s Statement and other narrative sections for factual accuracy
and consistency with the audited financials;
Evaluation of the external audit plan and discussion of audit findings prior to
recommendation for Board approval; and
Review and Approval of the Audited Financial Statements for the year ended 30
September 2024, which was approved on 1 December 2025.
External Auditor
The Audit Committee oversaw the performance of the external auditor, Moore Kingston
Smith LLP, in the period following their appointment on 20 December 2024, reviewed the
scope and results of the audit, and assessed the auditor’s independence and objectivity.
The Committee was satisfied that the audit was effective and that the auditor remained
independent throughout the period under review.
A resolution to re-appoint the auditor will be proposed at the next Annual General Meeting.
Internal Controls and Risk Management
The Audit Committee reviewed the Company’s internal control and risk management
framework.
Although the Company does not have a dedicated internal audit function due to its size and
nature, the Committee is satisfied that there are adequate processes in place for monitoring
key financial and operational controls and that any significant issues are reported promptly
to the Board.
Committee Conclusion
The Directors have reviewed the 2025 Annual Report and Accounts in detail, including the
accounting policies, significant estimates and judgements, and the external audit findings.
The Directors are satisfied that the financial statements are fair, balanced and
understandable and that they provide the information necessary for shareholders to assess
the Company’s and Group’s performance, business model and strategy.
NEO ENERGY METALS PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
48
This Report was by approved the board on 26 February 2026
Signed on behalf of the Board
James Longley
Committee Chairman
NEO ENERGY METALS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
49
Introduction
The Company recognises the importance of, and is committed to, high standards of
Corporate Governance.
As a listed company in the transition category of the London Stock Exchange, the Company
is not required to follow the UK Code Corporate Governance. However, the Directors
recognise the importance of sound corporate governance and do observe, where practical,
the requirements of the UK Corporate Governance Code. The UK Corporate Governance
Code can be found at frc.org.uk/our-work/publications/Corporate-Governance.
The Company has adopted the Quoted Company Alliance Corporate Governance Code for
Small and Medium sized Companies (the ‘QCA Code’) revised and effective from 1 April
2024 to their corporate processes. They believe this is the most appropriate recognised
governance code for a company of the Company’s size and with a listing on the London
Stock Exchange.
The QCA Code has ten principles of corporate governance that the Company is committed
to maintain within the foundations of its business activities.
These principles are:
1. Establish a purpose, strategy and business model which promote long-term value
for shareholders. Our business model, purpose and strategy are clearly defined and
explained in our Annual Report.
2. Promote a corporate culture that is based on ethical values and behaviours.
Recruiting an engaged and motivated team and developing a positive, ethical corporate
culture remains a priority for the business. A significant part of the Group’s success has
been due to our people who support the delivery of our purpose, strategy, and business
model. We continue to invest in our team, in a carefully controlled manner, to ensure a
balance between growth, cost control and service delivery as the Group expands. We
will continue to invest in growing our team to take advantage of the market opportunity.
We continue to strengthen our senior management team to help with the challenges
that rapid growth brings for a company of our size. This team will have wide experience
of sales, marketing, finance, human resources, IT, governance, legal, internal auditing
and energy industry operations in larger corporates that reflect best practice. This
investment will ensure that the Group maintains high standards of customer care and
ethics as well as adhering to stringent industry regulations.
We will conduct regular employee surveys to ensure that we are delivering against our
corporate culture objectives. Our ethics and corporate standards form a part of
everything we do, starting with our employee handbook and into our policies including
our whistleblowing policy, in which staff may notify management or human resources
or a non-executive of any concerns regarding suspected wrongdoing or dangers at work,
and anti-bribery and corruption policy, setting out the behaviors we expect and
encourage from our employees. The company is in the process of appointing a Head of
Governance and Legal to supervise this process and enhance our controls, procedures,
NEO ENERGY METALS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
50
3. Seek to understand and meet shareholder needs and expectations. The Chief
Executive Officer and the Chief Financial Officer regularly meet with institutional
shareholders to foster a mutual understanding of objectives. An extensive programme
of meetings with analysts and institutional shareholders is held following the
announcement of results. Feedback from these meetings and market updates,
prepared by the Company’s nominated adviser and broker, are presented to the Board
to ensure they understand shareholders’ views.
The Chairman and the other Non-Executive Directors are available to shareholders to
discuss strategy and governance issues. The Directors encourage the participation of
all shareholders, including private investors, at the annual general meeting. The Annual
Report, which includes the Company’s financial accounts is published on this website
and can be accessed by shareholders.
4. Take into account wider stakeholder interests, including social and environmental
responsibilities, and their implications for long-term success. We have
mechanisms in place to collect regular feedback from a range of stakeholders. We will
conduct regular surveys of employees to understand the issues that are important to
them and to track their engagement over time.
5. Embed effective risk management, internal controls and assurance activities,
considering both opportunities and threats, throughout the organisation. The Board
has identified what it believes to be a sensible and robust approach to opportunity and
risk management for a Company of mid-size. Risks are managed throughout the Group
with regular reviews at functional, Executive Committee, Audit Committee and board
level. Maintaining and evolving mechanisms for Internal Controls is a continuous
process both within the company and at board level. Risk and control-specific forums
report directly into the Audit Committee.
6. Establish and maintain the board as a well-functioning, balanced team led by the
chair. The structure of our Board of Directors, and those Directors who are considered
to be independent, together with the detail of the Board committees, may be found on
the Board of Directors and Corporate Governance pages on our website. The board is
satisfied that it has an appropriate balance between executive, and non-executive
directors and independent directors.
7. Maintain appropriate governance structures and ensure that individually and
collectively the directors have the necessary up-to-date experience, skills and
capabilities. The corporate governance section of our Annual Report also details the
roles and responsibilities of the board of directors. These are drawn from a range of
backgrounds, enabling decision-making which draws upon extensive and varied
experiences.
NEO ENERGY METALS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
51
The appropriateness of the Board’s structures and processes are reviewed through a
formal and regular Board evaluation and effectiveness process led by the Senior
Independent Director and Chairman together with other Directors, and these evolve in
parallel with the Company’s objectives, strategy, business model and our governance
framework.
8. Evaluate board performance based on clear and relevant objectives, seeking
continuous improvement. An annual review of the effectiveness of the Board,
including succession planning, is conducted through discussions with the Board which
are led by the Chairman and Senior Independent Director.
9. Establish a remuneration policy which is supportive of long-term value creation
and the company’s purpose, strategy, and culture. Our Annual Report outlines the
approach of our Remuneration Committee and policies.
10. Communicate how the company is governed and is performing by maintaining a
dialogue with shareholders and other key stakeholders. The Company
communicates progress throughout the year through Regulatory News Service
announcements and in more detail in its interim financial statements and annual report
and accounts. Results of shareholder votes are made public on the Company’s website
after the meetings concerned.
The Board has voluntarily adopted the Model Code for Directors’ dealings contained in the
Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper
and reasonable steps to ensure compliance with the Model Code by the Directors.
Compliance with the Model Code is being undertaken on a voluntary basis and the FCA will
not have the authority to (and will not) monitor the Company’s voluntary compliance with
the Model Code, nor to impose sanctions in respect of any failure by the Company to so
comply.
Set out below are the corporate governance practices for the year ended 30 September
2025.
Leadership
The Company is headed by an effective Board which is collectively responsible for the long-
term success of the Company.
The role of the Board - The Board is responsible for establishing the Company's strategy
and ensuring that the necessary resources are in place to achieve its strategic priorities. It
reviews both management and financial performance and is accountable to shareholders
for delivering strong, sustainable financial results and long-term shareholder value.
To accomplish this, the Board directs and oversees the Company's operations within a
framework that allows for effective risk assessment and management. Additionally, the
Board is tasked with setting the Company's core values and standards of business conduct,
ensuring that these values, along with the Company’s obligations to its stakeholders, are
well understood throughout the organisation.
NEO ENERGY METALS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
52
Currently, the Board is undergoing a restructuring process to guarantee that at least half of
its members, including the chair, are fully independent non-executive directors. The Board
also emphasises the importance of diversity, ensuring that its members have the necessary
knowledge, skills, and diverse perspectives to fulfil their roles effectively and comply with
the updated 2023 QCA Code. As part of the recommendations in the Code, all directors will
now be subject to annual re-election at the Company’s Annual General Meeting (AGM).
Board Meetings - The core activities of the Board are carried out in scheduled meetings of
the Board.
These meetings are timed to link to key events in the Company’s corporate calendar and
regular reviews of the business are conducted. Additional meetings and conference calls
are arranged to consider matters which require decisions outside the scheduled meetings.
During the year, the Board met on fifteen occasions.
Outside the scheduled meetings of the Board, the Directors maintain frequent contact with
each other to discuss any issues of concern they may have relating to the Company or their
areas of responsibility, and to keep them fully briefed on the Company’s operations.
Matters reserved specifically for Board - The Board has a formal schedule of matters
reserved that can only be decided by the Board.
The key matters reserved are the consideration and approval of:
The Company’s overall strategy.
Financial statements and dividend policy.
Management structure including succession planning, appointments, and
remuneration, material acquisitions and disposal, material contracts, major capital
expenditure projects and budgets.
Capital structure, debt and equity financing and other matters.
Risk management and internal controls.
The Company’s corporate governance and compliance arrangements.
Corporate policies.
Summary of the Board’s work in the period – During the year, the Board considered all
relevant matters within its remit but focused in particular on the establishment of the
Company and the identification of a suitable investment opportunity for the Company to
pursue which it has now concluded.
Application of Principles of Good Governance by the Board of Directors
The Board, in the period under review, comprised Sean Heathcote, Jason Brewer, Bongani
Raziya, Jackline Muchai, Charles Tatnall, James Longley and Quinton van der Burgh.
Theo Botoulas joined in the year, and De Wet Schutte joined the Board post year end, while
Quinton van der Burgh resigned from the Board in the year.
The Board is currently comprised of five Non-Executive Directors and three Executive
Directors.
Five Directors are based in Africa and three in the United Kingdom, with one female Director
NEO ENERGY METALS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
53
and two representatives of ethnic minorities.
There are regular Board Meetings each year and other meetings are held as required to
direct the overall company strategy and operations with the aim of delivering long term
shareholder value.Board Meetings follow a formal agenda covering matters specifically
reserved for decision by the Board. These cover key areas of the Company's affairs including
overall strategy, acquisition policy, approval of budgets, major capital expenditure and
significant transactions and financing issues. The Board is also responsible for the
effectiveness of the Company’s risk management and internal control systems. The Board
believes these are working effectively, but recognises the ongoing need for identification,
evaluation and management if significant risks.
The Board met fifteen times during the year. Outside of the scheduled meetings, the
Directors maintain frequent contact with each other to discuss any issues of concern they
may have relating to the Company or their areas of responsibility, and to keep them fully
briefed on the Company's operations. Where Directors have concerns which cannot be
resolved about the running of the company, or a proposed action, they will ensure that their
concerns are recorded in the Board minutes.
Attendance of meetings in the year ended 30 September 2025
Member Role Meetings attended
Sean Heathcote Executive Director 3
Jason Brewer Executive Chairman 15
Theo Botoulas Executive Director 3*
Bongani Raziya Non-Executive Director 13
Jackline Muchai Non-Executive Director 14
Charles Tatnall Non-Executive Director 13
James Longley Non-Executive Director 15
Quinton van der Burgh Non-Executive Director -**
* Theo Botoulas and De Wet Schutte joined the Board on 16 May 2025 and 1 November 2025
respectively.
** Quinton van der Burgh was appointed on 3 March 2024 and resigned 3 July 2025.
The Board is pleased with the high level of attendance and participation of most Directors
at Board meetings. Some Directors were unable to attend for personal reasons.
Nomination Committee
The Nomination Committee comprises Charles Tatnall (Chairman), Bongani Raziya and
Jackline Muchai. The Committee is responsible for reviewing the structure, size,
composition and succession planning of the Board and its Committees, and for
recommending appointments of new Directors to the Board. Its primary objectives are to
ensure that:
• The Board and its Committees comprise individuals with the appropriate balance of
NEO ENERGY METALS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
54
skills, experience, independence and knowledge of the Company;
• There is an orderly succession of Directors and senior executives;
• Diversity of background, experience and thought is considered in all Board
appointments; and
• Appointments and succession plans support the Company’s strategic and operational
objectives.
The Committee operates under formal terms of reference approved by the Board, which are
reviewed annually.
During the financial year ended 30 September 2025, some of the key activities undertaken
by the Nomination Committee included:
• Confirmation of the appointments of Jason Brewer as Chairman and James Longley,
Jacqueline Muchai, Bongani Raziya and Charles Tatnall as Non-Executive Directors
together with Sean Heathcote as an Executive Director and post year end, Theo
Botoulas, as Chief Executive and De Wet Schutte, as Chief Financial Officer;
• Review of the balance of Executive and Non-Executive representation on the Board;
• Consideration of future succession planning in line with the Company’s anticipated
growth strategy;
• Review of Committee structures and updated terms of reference to ensure good
governance alignment post-transaction; and
• The Committee also considered the Board’s future needs in terms of technical,
financial and governance expertise as the Company’s operations expand, and
confirmed that the current Board composition provides an appropriate balance at
this stage of development.
Board Composition and Diversity
The Nomination Committee recognises the benefits of diversity on the Board, including
gender, age, cultural background and professional experience. Appointments are made on
merit, having regard to the skills and experience required for the effective oversight of the
Company.
The Board currently comprises three Executive Directors and five Non-Executive Directors,
providing a suitable blend of industry experience, financial expertise, and governance
oversight.
Succession Planning
The Nomination Committee maintains an ongoing review of succession arrangements for
both the Board and key management roles. Given the Group’s current stage of
development, the Committee’s focus is on ensuring that key leadership roles are supported
by clear delegation of authority and operational continuity. As the Company progresses, the
Committee intends to broaden its search for additional independent non-executive
representation to strengthen governance and stakeholder engagement.
NEO ENERGY METALS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
55
Director Re-Election and Performance Evaluation
All Directors are subject to re-election at the first AGM following their appointment and
thereafter at intervals in accordance with the Articles of Association. During the year, the
Committee considered the performance and contribution of each Director and concluded
that all continued to perform effectively and demonstrate commitment to their roles.
Committee Conclusion
The Nomination Committee is satisfied that the current composition of the Board is
appropriate for the Company’s size and strategic direction, and that effective succession
planning arrangements are in place. The Committee will continue to monitor Board balance,
diversity and effectiveness as the Group advances its operational and corporate
development strategy.
The Directors have a number of other commitments but believe that these do not impact on
their ability to direct the Company.
Diversity
The Company is committed to a culture of equal opportunities for all, regardless of age, race
or gender.
Shareholder Relations
The Board acts on behalf of its shareholders to deliver long term value. In order to
accomplish this, the Board keeps several channels of communication open to better
understand the views of the shareholders. Open and transparent communication with
shareholders is given high priority. All Directors are kept aware of changes in major
shareholders in the Company and are available to meet with shareholders who have
specific interests or concerns. Regular updates to record news in relation to the Company
and the status of its activities released on the London Stock Exchange website.
The Directors are available to meet with institutional shareholders to discuss any issues and
gain an understanding of the Company's business, its strategies and governance.
At all AGM individual shareholders are given the opportunity to put questions to the
Chairman and to other members of the Board that may be present. Notice of the AGM is
sent to shareholders at least 21 working days before the meeting.
This corporate governance report is considered to be part of the Director’s Report.
This report was approved by the Board on 26 February 2026.
Signed on Behalf of the Board
Jason Brewer
Director
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
56
Opinion
We have audited the financial statements of Neo Energy Metals Plc (the ‘Parent Company’)
and its subsidiaries (the ‘Group’) for the year ended 30 September 2025 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated and Parent
Company Statements of Financial Position, the Consolidated and Parent Company
Statements of Cash Flows, the Consolidated and Parent Company Statements of Changes
in Equity, and notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable
law and UK adopted International Accounting Standards.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of
the Parent Company’s affairs as at 30 September 2025 and of the Group’s loss for
the year then ended;
• the Group financial statements have been properly prepared in accordance with UK
adopted International Accounting Standards;
• the Parent Company financial statements have been properly prepared in
accordance with UK adopted International Accounting Standards and as applied in
accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described
in the Auditor’s Responsibilities for the audit of the financial statements section of our
report. We are independent of the Group and the Parent Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Our approach to the audit
Our group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group’s system of internal control, and assessing the risks of
material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence
of bias by the directors that may have represented a risk of material misstatement. Our
group audit focused on the financial information of components which, in our view, either
individually or in combination, represented the most significant areas of risk for the group
audit or were quantitatively material to the Group's results.
For those components that presented a higher risk of material misstatement or contributed
significantly to the overall Group’s results or financial position, either a full scope audit or a
specified audit approach was determined based on their relative materiality to the Group
and our assessment of the audit risk. For components requiring a full scope audit approach,
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
57
we evaluated controls by performing walkthroughs over the financial reporting systems
identified as part of our risk assessment, reviewed the financial statements production
process and addressed critical accounting matters. We then undertook substantive testing
on significant classes of transactions and material account baIances.
In order to address the audit risks identified during our planning procedures, the group audit
engagement team performed a full scope audit of the financial statements of the Group and
the Parent Company. A full scope audit was performed by component auditors of the Neo
Uranium Resources South Africa (Pty) Ltd (“NURSA”) sub-consolidation group, which was
performed by the component auditors for the purposes of the group audit.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current year and include the most
significant assessed risks of material misstatement (whether or not due to fraud) we
identified, including those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the audit engagement team.
These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key audit matter How our scope addressed the matter
Going concern (Group and Company) (refer to
note 2.1(a))
The Group has incurred an operating loss of
£6.1million for the year ended 30 September 2025
(2024: £8.1 million) and has not generated any
revenue during the year.
Based on management forecasts, the Group is not
expected to be generating sufficient cash from
operations to meet its working capital requirements
for a period of at least twelve months from the date
of these financial statements.
The Directors have prepared cash flow forecasts
that show that, in the absence of any further debt or
equity funding, the Group will not be in a position to
meet its working capital requirements in the future
and for at least twelve months from the date of
approval of the financial statements. Whilst funding
of £2.5 million has been secured after the reporting
date, additional funding will be required in the event
that the deferred consideration payment referred to
in note 2.1.a) is required to be made within twelve
Our audit work and conclusion in respect
of going concern has been detailed in the
‘Material uncertainty related to going
concern’ section of our audit report.
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
58
months from the date of approval of the financial
statements.
Whilst the directors are confident that additional
funding can be obtained within this period and have
identified potential investors, there can be no
certainty that sufficient additional funding will be
able to be obtained.
Given the additional funding has not been secured
at the date of signing of these financial statements,
the ability of the Group and Company to continue as
a going concern was considered to be a significant
risk and a key audit matter.
Valuation of intangible assets (Group) (refer to
note 16)
The carrying value of intangible assets as at 30
September 2025 is £19.7million (2024:
£18.3million), which has not been subject to any
provision for impairment at the reporting date. This
is based on valuations of the Henkries Uranium
Project, Beisa Project and Pamish Project,
performed by external experts which include
significant estimates and judgments.
Given the significance of the amount involved and
judgments applied, the valuation of intangible
assets was considered a key audit matter.
The scope of our work included, but was
not restricted to:
• Critically assessing management’s
summary of the individual IFRS 6
project assets, including the projected
expenditure, for each project;
• Confirming that the Group has valid title
to the applicable exploration licences,
and has fulfilled any specific conditions
therein, particularly with regard to
minimum expenditure requirements;
• Critically assessing and substantively
testing capitalised exploration and
evaluation expenditure including
consideration of its appropriateness for
capitalisation under IFRS 6;
• Critically assessing the progress of the
individual projects during the year and
post year end;
• Evaluation of management’s
impairment reviews (including a review
of external experts’ reports) in light of
any impairment indicators identified in
accordance with IFRS 6, including
corroboration and challenge thereof;
• Critically assessing the significant
judgments and estimates included
within the external experts’ reports; and
• Reviewing the relevant disclosures
within the consolidated financial
statements.
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
59
Key observations
Based on the work performed, we
concluded that the value of intangible
assets at the reporting date is not
materially misstated.
Valuation of investments (Company) (refer to
note 15)
We considered that there was a risk that the
Company’s investment in NURSA of £3.1million
(2024: £3.1million) as disclosed in Note 15 may not
be recoverable and consequently a provision for
impairment may be required.
Given that the recoverability or otherwise of the
investment is based on the operations of the
subsidiaries that are not revenue generating as at
the reporting date, this was considered a significant
risk and a key audit matter.
The scope of our work included, but was
not restricted to:
• Critically assessing management’s
review of the valuation of investments
and the underlying project assets at the
year end including any impairment
indicators;
• Critically assessing the pre and post
year end performance of the relevant
Group entities; and
• Reviewing the relevant disclosures
within the financial statements.
Key observations
Based on the work performed, we
concluded that the valuation of
investments in the Company financial
statements is not materially misstated and
that no provision for impairment is
required at the reporting date.
Valuation of amounts owed by group
undertakings (Company) (refer to note 17)
We considered that there was a risk that amounts
owed to the Company by NURSA included in the
Company financial statements of £2.9million (2024:
£1.2million) may not be recoverable and
consequently a provision for impairment may be
required.
Given the recoverability is based on operations of
the subsidiaries that are not revenue generating as
at the reporting date, this was considered a
significant risk and a key audit matter.
The scope of our work included, but was
not restricted to:
• Critically assessing management’s
review of the valuation of investments
and the underlying project assets at the
year end including any impairment
indicators;
• Critically assessing the pre and post
year end performance of the relevant
group entities; and
• Reviewing the relevant disclosures
within the financial statements.
Key observations
Based on the work performed, we
concluded that the valuation of amounts
owed by group undertakings to the
Company, in the Company financial
statements, are not materially misstated.
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
60
Our application of materiality
The scope and focus of our audit engagement was influenced by our assessment and
application of materiality. We define materiality as the magnitude of misstatement that
could reasonably be expected to influence the readers and the economic decisions of the
users of the financial statements. We use materiality to determine the scope of our audit
engagement and the nature, timing and extent of our audit procedures and to evaluate the
effect of misstatements, both individually and on the financial statements as a whole.
Due to the nature of the Group, we considered total assets to be the main focus for the users
of the financial statements, and accordingly this consideration influenced our judgement of
materiality. Based on our professional judgement, we determined materiality for the Group
to be £240,000 based on a percentage of gross assets (1%). Based on our professional
judgement, we determined materiality for the Company to be £72,000, also based on a
percentage of gross assets (1%).
On the basis of our risk assessment, together with our assessment of the overall control
environment, our judgement was that performance materiality (i.e. our tolerance for
misstatement in an individual account or balance) for the Group and Company was 50% of
materiality, being £120,000 and £36,000 respectively.
We agreed to report to the Audit Committee all audit differences in respect of the Group and
Company in excess of £12,000 and £3,600 respectively and, as well as differences below
that threshold that, in our view, warranted reporting on qualitative grounds. We also
reported to the Audit Committee on disclosure matters that we identified when assessing
the overall presentation of the financial statements.
Material uncertainty related to going concern
We draw attention to note 2.1(a) to the financial statements, which indicates that the Group
has raised £2.5m to cover overhead costs and costs related to the Henkries Project mining
rights, in order to continue in business and meet its liabilities as they fall due for a period of
at least 12 months from the date of approval of the financial statements. Whilst the
Company has raised the required working capital to cover these costs the principal risk
facing the Company at this stage is the timing associated with the transfer of the Section 11
and Section 102 mineral rights from Sibanye-Stillwater which is expected to be completed
in the next 12-18 months at which point deferred consideration of £17.6m will be payable.
The Board expects additional funding to be secured over the course of the next twelve
months to cover the deferred consideration amount and have identified potential investors,
however there can be no certainty that the additional funding will be obtained and
consequently represents a material uncertainty that may cast significant doubt on the
Group’s and Parent Company’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and the Parent Company’ ability
to continue to adopt the going concern basis of accounting included, but was not limited to,
the following procedures:
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
61
• Critically assessing the going concern assessment prepared by management covering
at least twelve months from the date of the audit report and challenging management
as regards the key assumptions and forecasts used in their assessment;
• Performing sensitivity analysis on the forecasts to determine whether there is sufficient
cash flow headroom for the Group and Parent Company to continue as a going concern
for at least that period;
• Reviewing the terms of the funding arrangements available to the Group;
• Critically assessing the trading performance of the Group post year end and comparing
it to the forecasts to assess their accuracy; and
• Assessing the adequacy of the going concern disclosures in the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than
the financial statements and our auditor’s report thereon. The directors are responsible for
the other information contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
62
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and
its environment obtained in the course of the audit, we have not identified material
misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters where the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the directors’
remuneration report to be audited are not in agreement with the accounting records
and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are
responsible for the preparation of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the
Group’s and Parent Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities is available on the FRC’s website at
https://www.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-
audit-of-the-fi/description-of-the-auditor's-responsibilities-for
This description forms part of our auditor’s report.
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
63
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material
misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement due to fraud, through
designing and implementing appropriate responses to those assessed risks; and to respond
appropriately to instances of fraud or suspected fraud identified during the audit. However,
the primary responsibility for the prevention and detection of fraud rests with both
management and those charged with governance of the Company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to
the Group and Parent Company and considered that the most significant are the
Companies Act 2006, UK adopted International Accounting Standards, the Listing
Rules, the Disclosure and Transparency Rules, and UK taxation legislation.
• We obtained an understanding of how the Company complies with these requirements
by discussions with management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including
the risk of material misstatement due to fraud and how it might occur, by holding
discussions with management and those charged with governance.
• We inquired of management and those charged with governance as to any known
instances of non-compliance or suspected non-compliance with laws and regulations.
• Based on this understanding, we designed specific appropriate audit procedures to
identify instances of non-compliance with laws and regulations. This included making
enquiries of management and those charged with governance and obtaining additional
corroborative evidence as required.
• We evaluated managements’ incentives to fraudulently manipulate the financial
statements and determined that the principal risks related to management bias in
accounting estimates and judgemental areas of the financial statements. We
challenged the assumptions and judgements made by management in respect of the
significant areas of estimation, as described in the key audit matters section.
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not
closely related to events and transactions reflected in the financial statements. Also, the
risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
NEO ENERGY METALS PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
FOR THE YEAR TO 30 SEPTEMBER 2025
64
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the
Company’s Annual General Meeting (AGM) on 20 December 2024 as auditor of the
Company to hold office until the conclusion of the next AGM of the Company. Our total
uninterrupted period of engagement is two years, covering the years ended 30 September
2024 and 30 September 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the
Group or Parent Company and we remain independent of the Group and the Parent
Company in conducting our audit engagement.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken for no
purpose other than to draw to the attention of the Company’s members those matters
which we are required to include in an auditor’s report addressed to them. To the fullest
extent permitted by law, we do not accept or assume responsibility to any party other than
the Company and Company’s members as a body, for our work, for this report, or for the
opinions we have formed.
Matthew Banton (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6
th
Floor
9 Appold Street
London
EC2A 2AP
26 February 2026
NEO ENERGY METALS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
65
Note
Year
ended
30 September
2025
£
Year
ended
30 September
2024
£
Administrative expenses 8 (6,053,964 ) (2,018,319 )
Exceptional item - reverse acquisition
expense
5 - (6,115,898 )
Operating loss before finance costs (6,053,964 ) (8,134,217 )
Finance costs 11 (355 ) (748 )
Other income 12 - 1,308,036
Finance income 11 392 959
Loss before tax (6,053,927 ) (6,825,970 )
Taxation 13 - -
Loss after tax from continuing operations (6,053,927 ) (6,825,970 )
Total loss for the year (6,053,927 ) (6,825,970 )
Total loss attributable to:
Owners of the Parent Compan
y
(6,051,177 ) (6,816,159 )
Non-controlling interests (2,750 ) (9,811 )
(6,053,927 ) (6,825,970 )
Other comprehensive income
Items that may be reclassified subsequently
to profit and loss account:
Exchange differences on translation of foreign
operations
Total other comprehensive income (6,009,162 ) (6,923,367 )
Total comprehensive income for the period
attributable to:
Owners of the Parent Compan
y
(6,006,412 ) (6,913,556 )
Non-controlling interests (2,750 ) (9,811 )
(6,009,162 ) (6,923,367 )
Loss per share – basic and diluted from
continuing and total operations (pence)
14
(0.003 )
(0.006 )
The notes on pages 75 to 112 form part of these financial statements.
NEO ENERGY METALS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
66
Note
30 September
2025
£
30 September
2024
Restated
£
ASSETS
Non-Current Assets
Intangible assets 16 19,731,059
Total non-current assets 19,731,059 18,282,999
Current Assets
Trade and other receivables 17 119,268 135,933
Cash and cash equivalents 18 19,065
Total current assets 138,333
Total assets 19,869,392
LIABILITIES
Current Liabilities
Bank overdraft 19 (406 )
Trade and other payables 20 (18,881,202 )
(18,198,248 )
Borrowings 21 (1,922 )
(1,922 )
Total current liabilities (18,883,530 )
(18,200,170 )
Non-Current Liabilities
Loans from related parties 24 (1,088,405 ) (487,745 )
Borrowings 21 (24,189 )
(26,793 )
Total liabilities (19,996,124 )
(18,714,708 )
Net liabilities (126,732 )
(293,191 )
EQUITY
Share capital – Ordinary shares 22 220,911
Share capital – Deferred shares 22 131,193 131,193
Share premium 22 14,638,482
Merger reserve 22 3,108,987 3,108,987
Reverse acquisition reserve 22 (2,320,231 ) (2,320,231 )
Share options reserve 22 150,918
Translation reserve 22 (54,853 )
(99,617 )
Accumulated deficit (15,983,218 )
(9,932,041 )
Capital and reserves attributable to owners of
NEO Energy Metals PLC
(107,811 )
(277,020 )
Non-controlling interests (18,921 )
(16,171 )
Total Equity (126,732 )
(293,191 )
The notes on pages 75 to 112 form part of these financial statements.
The financial statements were approved by the Board and authorised for issue on 26 February 2026 and signed
on its behalf by:
Jason Brewer
Director
Company Registration No. 09837001
NEO ENERGY METALS PLC
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
67
Note
30 September
2025
£
30 September
2024
Restated
£
ASSETS
Non-Current Assets
Investment in subsidiaries 15 3,139,467
3,139,467
Trade and other receivables 17 3,018,769 1,185,233
Total non-current assets 6,158,236
4,324,700
Current Assets
Trade and other receivables 17 23,968
127,455
Cash and cash equivalents 18 780
1,080
Total current assets 24,748
128,535
Total assets 6,182,984
4,453,235
LIABILITIES
Current Liabilities
Bank overdraft 19 (406)
-
Trade and other payables 20 (1,408,719)
(481,265)
Borrowings 21 (1,922)
(1,922)
Total Current Liabilities (1,411,047)
(483,187)
Non-current liabilities
Loans from related parties
17/24
(950,780)
(374,406)
Borrowings 21 (24,189) (26,793)
Total Liabilities (2,386,016)
(884,386)
Net Assets 3,796,968
3,568,849
EQUITY
Share capital – Ordinary shares 22 220,911
147,913
Share capital – Deferred shares 22 131,193 131,193
Share premium 22 14,638,482
8,661,623
Merger reserve 22 3,108,987 3,108,987
Share options reserve 22 150,918 25,153
Accumulated Deficit (14,453,523)
(8,506,020)
Total Equity 3,796,968
3,568,849
The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 by
choosing not to present its individual Statement of Comprehensive Income. The Parent Company’s loss
for the period from continuing operations was £5,947,503 (2024: £1,619,407).
The notes on pages 75 to 112 form part of these financial statements.
The financial statements were approved by the Board and authorised for issue on 26 February 2026
and signed on its behalf by:
Jason Brewer
Director
NEO ENERGY METALS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
68
Year
ended
30 September
2025
£
Year
ended
30 September
2024
£
Cash flows from operating activities
Loss after tax – continuing operations (6,053,927 ) (6,825,970 )
A
djustments for:
Write down of bonds
(1,308,036 )
Gain on cancellation of CLNs on issuance - (19,506 )
Interest income (392 ) (959 )
Finance costs
Shares issues in lieu of bonuses
Share-based payments 2,220,566 5,550,637
Operating cash inflows/(outflows) before working
capital movements
Decrease/(increase) in trade and other receivables 16,664 (126,048 )
Increase/(decrease) in trade and other payables 682,955 (1,339,857 )
Net cash inflows/(outflo
w
s) from operating activities 699,619 (1,465,905 )
Net cash flows from investing activities
Interest Income 392 959
Acquisition of intangible assets (1,448,060 ) -
Net cash (outflows)/ inflows from investing activities (1,447,668 ) 959
Net cash flows from financing activities
Proceeds from issue of share capital - 3,688,243
Repayment of borrowings (2,604 ) (4,873 )
Finance costs (355 ) (748 )
Loans from related parties 600,660 483,088
Net cash inflows from financing activities 597,701 4,165,710
Net (decrease)/increase in cash and cash equivalents (28,690 ) 97,678
Cash and cash equivalents at the beginning of the period
Exchange differences on cash and cash equivalents
(97,397 )
Cash and cash equivalents at the end of the period 18,659 2,585
The significant non cash transactions in the year include the issue of share capital of £6,049,857
(2024: £5,550,637).
The notes on pages 75 to 112 form part of these financial statements.
NEO ENERGY METALS PLC
PARENT COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
69
Year
ended
30 September
2025
£
Year
ended
30 September
2024
£
Cash flows from operating activities
Loss after tax (5,947,503) (1,619,407)
Adjustments for:
Write down of bonds
Shares issued in lieu of bonuses
-
3,955,056
(1,308,036)
Share based payments 2,095,566 25,153
Gain on cancellation of CLNs on issuance - (19,506)
Interest income (392) (959)
Finance costs 355 198
Operating cash inflow/(outflows) before working
capital movements
103,082 (2,922,557)
Increase in trade and other receivables (1,605,049) (823,070)
Increase/(decrease) in trade and other payables 1,301,859 (311,909)
Net cash inflows/(outflows) from operating activities (303,190) (1,134,979)
Net cash flows from investing activities
Interest income
392 959
Net cash inflows from investing activities 392 959
Net cash flows from financing activities
Repayments of borrowings (2,604) (4,873)
Finance costs (355) (198)
Proceeds from issue of share capital - 3,688,243
Repayment of advance from related parties (374,405) -
Loans from related parties 576,374 374,408
Net cash inflows from financing activities 199,010 4,057,580
Net increase in cash and cash equivalents (706) 1,003
Cash and cash equivalents at the beginning of the period 1,080 77
Cash and cash equivalents at the end of the period 374 1,080
Cash and cash equivalents comprise cash and cash equivalents of £780 and a bank overdraft of
£406.
The notes on pages 75 to 112 form part of these financial statements.
NEO ENERGY METALS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
70
Share capit
a
Ordinary share
s
£
Share capital
Deferred
shares
£
Share
premium
£
Merger
reserve
£
Reverse
acquisition
reserve
£
Share options
reserve
£
Translation
reserve
£
Accumulated
deficit
£
Total
£
Non-
controlling
interest
£
Total
£
Balance at 30
September 2023
(Unaudited)
Loss for year - - - - - - - (6,816,159 ) (6,816,159) (9,811 ) (6,825,970 )
FX movement - - - - - - (97,397 ) - (97,397) - (97,397 )
Other
comprehensive
income
Total
comprehensive
income for the
period
Redesignation
from ordinary to
deferred shares
(131,193 ) 131,193 -
Recognition of
plc equity at
acquisition date
Issue of shares 30,480 - - 3,108,987 (3,139,467 ) - - - - - -
Issue of shares
for placings
Issue of shares
to settle debt
Issue of shares
in lieu of fees
NEO ENERGY METALS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
71
Issue of placing
shares
December 2023
Issue of placing
shares
December 2023
Issue of shares
April 2024
Issue of placing
shares June
2024
Issue of placing
shares June
2024
Issue of shares
August 2024
Issue of shares
August 2024
Issue of placing
shares
September 2024
Cost of shares
issued
Share based
payments
Decrease in
equity holding of
subsidiary
Balance at 30
September
2024
Loss for period - - - - - - - (6,051,177 ) (6,051,177) (2,750 ) (6,053,927 )
FX movement - - - - - - 44,764 - 44,764 - 44,764
Other
comprehensive
income
NEO ENERGY METALS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
72
Total
comprehensive
income for the
period
Issue of shares
for acquisition
of subsidiary
Issue of shares
in lieu of
directors fees
Issue of shares
in lieu of
advisory fees
Issue of shares
in lieu of
advisory fees
Issue of shares
in lieu of
directors fees
and bonusses
Issue of shares
for acquisition
of subsidiary
Issue of shares
for acquisition
of subsidiary
Issue of shares
in lieu of
director
bonuses
Share based
payments
Balance at 30
September
2025
The notes on pages 75 to 112 form part of these financial statements.
NEO ENERGY METALS PLC
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR TO 30 SEPTEMBER 2025
73
Share
capital
Ordinary
shares
£
Share
capital
Deferred
shares
£
Share
premium
reserve
£
Merger
reserve
£
Share
options
reserve
£
Accumulated
deficit
£
Total
£
Balance at 30
September 2023
145,770 - 736,782 - - (4,318,278) (3,435,726)
Loss for period - - - - - (1,619,407) (1,619,407)
Total comprehensive
income for the period
- - - - - (1,619,407) (1,619,407)
Redesignation from
ordinary to deferred
shares
(131,193) 131,193 - - - - -
Issue of shares for
acquisition of subsidiary
30,480 - - 3,108,987 - - 3,139,467
Issue of shares for
placings
34,094 - 1,624,210 - - - 1,658,304
Issue of shares to settle
debt
21,216 - 1,454,010 - - - 1,475,226
Issue of shares in lieu of
fees
20,810 - 2,580,440 - - - 2,601,250
Issue of placing shares
December 2023
14,000 - 1,036,000 - - - 1,050,000
Issue of placing shares
December 2023
3,880 - 481,120 - - - 485,000
Issue of shares April
2024
918 - 67,942 - - - 68,860
Issue of placing shares
June 2024
3,380 - 250,120 - - - 253,500
Issue of placing shares
June 2024
86 - 6,413 - - - 6,499
Issue of shares August
2024
2,000 - 148,000 - - - 150,000
Issue of shares August
2024
588 - 43,529 - - - 44,117
Issue of placing shares
September 2024
1,884 - 233,057 - - - 234,941
Share based payments - - - - 25,153 - 25,153
Cost of shares issued - - - - - (2,568,335) (2,568,335)
Balance at 30
September 2024
147,913 131,193 8,661,623 3,108,987 25,153 (8,506,020) 3,568,849
Balance as at 30
September 2024
147,913 131,193 8,661,623 3,108,987
2
5,153 (8,506,020) 3,568,849
NEO ENERGY METALS PLC
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR TO 30 SEPTEMBER 2025
74
brought forward
Loss for period - - - - - (5,947,503) (5,947,503)
Total comprehensive
income for the period
- - - - - (5,947,503) (5,947,503)
Issue of shares for
acquisition of subsidiary
2,500 - 310,000 - - - 312,500
Issue of shares in lieu of
directors fees
4,597 - 340,203 - - - 344,800
Issue of shares in lieu of
advisory fees
133 - 9,867 - - - 10,000
Issue shares in lieu of
advisory fees
5,447 - 403,053 - - - 408,500
Issue of shares in lieu of
directors fees and
bonuses
7,841 - 580,216 - - - 588,057
Issue of shares for
acquisition of subsidiary
2,867 - 212,133 - - - 215,000
Issue of shares for
acquisition of subsidiary
10,000 - 740,000 - - - 750,000
Issue of shares in lieu of
directors bonuses
39,613 - 3,381,387 - - - 3,421,000
Share based payments - - - - 125,765 - 125,765
Balance at 30
September 2025
220,911 131,193 14,638,482 3,108,987 150,918 (14,453,523) 3,796,968
The notes on pages 75 to 112 form part of these financial statements.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
75
1. General information
Neo Energy Metals PLC is a mining and exploration company incorporated in England and
at the front of the Annual Report. The Company is limited by shares and was incorporated
and registered on 22 October 2015 as a priv ate limited company and re-registered as a
public limited company on 14 November 2016.
2 Accounting policies
2.1 Basis of Accounting
These financial statements of Neo Energy Metals PLC have been prepared in accordance
with UK adopted International Accounting Standards and in accordance with the
Companies Act 2006. The financial statements have been prepared under the historical
cost convention.
The principal accounting policies adopted are set out below. These policies have been
consistently applied.
The preparation of financial statements in conformity with UK adopted International
Accounting Standards requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the Company’s
accounting policies. The areas involving a higher degree of judgment or complexity, or areas
where assumptions and estimates are significant to the consolidated financial statements,
are disclosed in Note 3. The preparation of financial statements in conformity with UK
adopted International Accounting Standards requires management to make judgments,
estimates and assumptions that affect the application of accounting policies and reported
amounts of assets, liabilities, income and expenses. Although these estimates are based
on management’s experience and knowledge of current events and actions, actual results
may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to
accounting estimates are recognised in the period in which the estimates are revised if the
revision affects only that period or in the period of the revision and future periods if the
revision affects both current and future periods.
The consolidated financial statements are presented in GBP, which is the functional
currency of the Group, and all values are rounded to the nearest £1, except when otherwise
indicated.
a) Going concern
The consolidated financial statements have been prepared on a going concern basis. The
Group’s assets are not currently generating revenues and therefore the Group has incurred
an operating loss of £6,053,964 (2024: £8,134,217 loss) in the year. The Group has net
liabilities of £126,732 (2024: £293,191) at 30 September 2025.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
76
a) Going concern (continued)
The Directors have prepared a profit and cash flow forecast for the period ending 28
February 2027 shows that an operating loss is forecast for the 12 months following the date
of these financial statements, and that the Company and Group are unable to pay their
liabilities in full without additional funding. The Group will therefore need to raise funding to
provide additional working capital within the next 12 months to meet its liabilities as they
fall due.The Directors consider that the Section 11 will be finalised in the next 12-18 months
due to the turnround time from the Department Minerals and Resources, that need to be
approved regionally and then nationally.
The Group has raised £2.5m to cover overhead costs and costs related to the Henkries
Project mining rights, in order to continue its activities and meet its liabilities as and when
they fall due for a period of at least 12 months from the date of approval of the financial
statements.
The ability of the Company and Group to meet its projected expenditure is dependent on
these further equity injections and / or the raising of cash through bank loans or other debt
instruments. The Directors acknowledge the material uncertainty in respect of going
concern, included in the audit report, but the Directors remain confident of raising finance
and therefore, the Directors consider it appropriate to prepare the consolidated financial
statements on a going concern basis.
The consolidated financial statements do not include the adjustments that would result if
the Company and Group were unable to continue as a going concern.
b) New standards, amendments to standards and interpretations
There were no new standards or interpretations impacting the Company and Group that
have been adopted in the annual financial statements for the year ended 30 September
2025, and which have given rise to changes in the Company’s and Group’s accounting
policies.
c) Standards and interpretations in issue but not yet effective or not yet relevant
At the date of authorisation of these financial statements the following Standards and
Interpretations which have not been applied in these financial statements were in issue but
not yet effective:
| Standard | Application | Effective date |
| IAS 8 | Accounting Policies - Changes in Accounting | |
| Estimates and Errors | ||
| 1 January 2025 | ||
| IFRS 18 | Presentation and Disclosure in Financial | |
| Statements | ||
| 1 January 2027 | ||
| IFRS 19 | Subsidiaries without Public Accountability: | |
| Disclosures. | ||
| 1January 2027 |
The Company intends to adopt these Standards for the respective financial years beginning
after the effective dates. The Directors do not anticipate the adoption of any of these
standards, except IFRS 18, as issued by IASB, but not yet effective, to have a material impact
on the financial statements of the Company or Group but will review each standard in due
course. The Directors have not yet assessed the impact of IFRS 18 on the financial
statements.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
77
2.2 Basis of consolidation/Business Combination
Subsidiaries are all entities (including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies IFRS 3, the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners of the acquiree and the
equity interests issued by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement. Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date. The Group recognises any
non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair
value or at the non-controlling interest’s proportionate share of the recognised amounts of
acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred in the consolidated financial
statements and are accounted for as part of the cost of investment in the parent company
financial statements.
Any contingent consideration to be transferred by the Group is recognised at fair value at
the acquisition date. Subsequent changes to the fair value of the contingent consideration
that is deemed to be an asset or liability is recognised either in profit or loss or as a change
to other comprehensive income. Contingent consideration that is classified as equity is not
re-measured, and its subsequent settlement is accounted for within equity.
Asset Acquisitions
Acquisitions of mineral exploration licences through the acquisition of non-operational
corporate structures that do not represent a business and therefore do not meet the
definition of a business combination, are accounted for as the acquisition of an asset.
The consideration for the asset is allocated to the assets based on their relative fair values
at the date of acquisition.
Inter-company transactions, balances and unrealised gains on transactions between group
companies are eliminated. Unrealised losses are also eliminated.
2.3 Financial assets and liabilities
The Company classifies its financial assets at fair value through profit or loss or as loans
and receivables and classifies its financial liabilities and other financial liabilities at
amortised cost. Management determines the classification of its investments at initial
recognition, A financial asset or liability is measured initially at fair value. At inception
transaction costs that are directly attributable to the acquisition or issue, for an item not at
fair value through profit or loss, is added to the fair value of the financial asset and deducted
from the fair value of the financial liabilities.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
78
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determined
payments that are not quoted on an active market. They arise when the Company and Group
provides money, goods or services directly to a debtor with no intention of trading the
receivable. Loans are recognised when funds are advanced to the recipient. Loans and
receivables are carried at amortised cost using the effective interest method.
Other financial liabilities
Other financial liabilities are non-derivative financial liabilities with fixed or determined
payments.
Other financial liabilities are recognised when cash is received from a depositor. Other
financial liabilities are carried at amortised cost using the effective interest method. The fair
value of the other liabilities repayable on demand is assumed to be the amount payable on
demand at the reporting date.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or where the Group has transferred substantially all the risks and
rewards of ownership. In transactions in which the Group neither retains nor transfers
substantially all the risks and rewards of ownership of a financial asset and retains control
over the asset, the Group continues to recognise the asset to the extent of its continuing
involvement, determined by the extent to which it is exposed to changes in the value of the
transferred asset. There have not been any instances where assets have only been partly
derecognised. The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled or expired.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount at which the
financial asset or liability is measured at initial recognition, minus principal payments, plus
or minus the cumulative amortisation using the effective interest method of any differences
between the initial amount recognised and maturity amount, minus any reduction to
impairment.
Fair value measurement
Fair value is the amount for which an asset could be exchanged, or a liability settled,
between knowledgeable, willing parties in an arm’s length transaction on the measurement
date. The fair value of assets and liabilities in active markets are based on current bid and
offer prices respectively. If the market is not active the Company establishes fair value by
using other financial liabilities appropriate valuation techniques. These include the use of
recent arm’s length transactions, reference to other instruments that are substantially the
same for which market observable prices exist, net of present value and discounted cash
flow analysis.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
79
2.4 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and other short-term highly
liquid investments with original maturities of three months or less.
2.5 Borrowings
Borrowings are recognised initially at fair value, net of transactions costs incurred.
Borrowings are subsequently carried at amortised cost: any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in the income
statement over the period of the borrowings using the effective interest method.
Fees paid on the establishment of the loan facilities are recognised as transaction costs of
the loan to the extent that it is probable that some or all of the facility will be drawn down. In
this case, the fee is deferred until the draw down occurs. To the extent there is no evidence
that it is probable that some or all of the facility will be drawn down, the fee is capitalised as
a pre-payment for liquidity services and amortised over the period of the facility to which it
relates.
Borrowing costs
All other borrowing costs are recognised in the profit or loss in the period in which they are
incurred.
2.6 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of a
Company after deducting all its liabilities. Equity instruments issued are recorded at the
proceeds received net of direct issue costs.
The share premium account represents premiums received on the initial issuing of the share
capital. Any transaction costs associated with the issuing of shares are deducted from
share premium, net of any related income tax benefits. Any bonus issues are also deducted
from share premium.
The reverse acquisition reserve was recognised during the formation of the Group when the
legal acquiree was considered to be the accounting acquirer. As the accounting acquiree
was not a business under IFRS 3, a part of the transaction was outside the scope of IFRS 3.
This resulted in the recognition of a ‘reverse acquisition reserve’ on consolidation and is set
out in more detail in Note 5.
The translation reserve policy is set out below in Note 2.8.
Retained earnings include all current and prior period results as disclosed in the Statement
of Comprehensive Income, less dividends paid to the owners of the Company.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
80
2.7 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from
net profit as reported in the statement of comprehensive income because it excludes items
of income and expense that are taxable or deductible in other years, and it further excludes
items that are never taxable or deductible. The Company’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the end of
the reporting period.
Deferred tax is recognised on temporary differences between the carrying amount of assets
and liabilities in the consolidated financial statements and the corresponding tax bases
used in the computation of taxable profit. Deferred tax liabilities are generally recognised
for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible temporary differences to the
extent that it is probable that taxable profits will be available against which those deductible
temporary differences can be utilised. Such deferred tax assets and liabilities are not
recognised if the temporary differences arise from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the period in which the liability is settled or the asset realised. The measurement of
deferred tax assets and liabilities reflects the tax consequences that would follow from the
way the Company expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when it relates to
items that are recognised in other comprehensive income or directly in equity, in which case
the current and deferred tax is also recognised in other comprehensive income or directly
in equity respectively. Where current tax or deferred tax arises from the initial accounting
for a business combination, the tax effect is included in the accounting for the business
combination.
On 23 May 2023, the International Accounting Standards Board (the “Board”) issued
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 which clarify that
IAS 12 applies to income taxes arising from tax law enacted or substantively enacted to
implement the Pillar Two model rules published by the OECD, including tax law that
implements Qualified Domestic Minimum Top-up Taxes. The Group has adopted these
amendments. However, they are not yet applicable for the current reporting year as the
Group's consolidated revenue is currently below the threshold of €750 million.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
81
2.8 Foreign currency translation
In preparing the financial statements of the Group entities, transactions in currencies other
than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except
for:
• exchange differences on foreign currency borrowings relating to assets under
construction for future productive use, which are included in the cost of those assets when
they are regarded as an adjustment to interest costs on those foreign currency borrowings;
• exchange differences on transactions entered to hedge certain foreign currency risks
(see below under financial instruments/hedge accounting); and
• exchange differences on monetary items receivable from or payable to a foreign
operation for which settlement is neither planned nor likely to occur in the foreseeable
future (therefore forming part of the net investment in the foreign operation), which are
recognised initially in other comprehensive income and reclassified from equity to profit or
loss on disposal or partial disposal of the net investment.
For presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated at exchange rates prevailing on the reporting date. Income
and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuate significantly during that period, in which case the exchange rates
at the date of transactions are used. Exchange differences arising, if any, are recognised in
other comprehensive income and accumulated in a foreign exchange translation reserve
(attributed to non-controlling interests as appropriate).
2.9 Share-based payments
The Group issued warrants in the prior period which were accounted for as equity settled
share-based payment transactions with employees. The fair value of the employees’
services received in exchange for these warrants is recognised as an expense in the profit
and loss account with a corresponding increase in equity in the share-based payment
reserve. As there are no vesting conditions for these warrants the expense was recognised
immediately and will not be subsequently revisited. Fair value is determined using the Black-
Scholes option pricing model.
The Group has also adopted an incentive plan to award its management Performance Shares
based on non-market-based performance conditions. These are valued by management
using the fair value of the equity instrument expected to be received and a judgement of the
likelihood of these conditions being met. At the end of each reporting period, the Group
revises its estimate of the number of shares expected to be awarded.
Where equity instruments are granted to persons other than employees, the Consolidated
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
82
Statement of Comprehensive Income is charged with the fair value of the goods and services
received. The Company also recognises the charges over the vesting period and accounts
for them accordingly.
2.10 Intangible assets
Exploration and evaluation assets
Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the cost
of acquisition by the Group of rights, licences and know-how. Such expenditure requires the
immediate write-off of exploration and development expenditure that the Directors do not
consider to be supported by the existence of commercial reserves.
All costs associated with mineral exploration and investments, are capitalised on a project-
by-project basis, pending determination of the feasibility of the project. Costs incurred
include appropriate technical and administrative expenses but not general overheads and
these assets are not amortised until technical feasibility and commercial viability is
established. If an exploration project is successful, the related expenditures will be
transferred to “mining assets” and amortised over the estimated life of the commercial ore
reserves on a unit of production basis. Where a licence is relinquished or a project
abandoned, the related costs are written off.
The recoverability of all exploration and development costs is dependent upon the
discovery of economically recoverable reserves, the ability of the Group to obtain necessary
financing to complete the development of reserves and future profitable production or
proceeds from the disposition thereof.
Exploration and evaluation assets shall no longer be classified as such when the technical
feasibility and commercial viability of extracting mineral resources are demonstrable. When
relevant, such assets shall be assessed for impairment, and any impairment loss
recognised, before reclassification to “Mine development”.
2.11 Investment
Investment in subsidiaries are measured at cost less impairment.
2.12 Other income
Other income comprises items that are not derived from the Group’s principal revenue-
generating activities. It includes incidental income streams such as investment income,
foreign exchange gains, and gains arising from financing settlements.
Gains or losses arising from the settlement, extinguishment, or derecognition of the Group’s
own bond or loan facilities are recognised in accordance with IFRS 9 Financial Instruments.
When a bond or loan liability is settled, cancelled, or legally released, the difference
between the carrying amount of the liability and the consideration paid is recognised
immediately in profit or loss. Such gains are presented within “Other income” in the
consolidated statement of profit or loss, unless material enough to warrant separate
presentation.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
83
2.13 Convertible loan notes
The component parts of convertible loan notes issued by the Group are classified
separately as financial liabilities and equity in accordance with the substance of the
contractual arrangements. A conversion option that will be settled by the exchange of a
fixed amount of cash or another financial assets for a fixed number of the Company’s own
equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing
market interest rate for a similar non-convertible instrument. This amount is recorded as a
liability on an amortised cost basis using the effective interest method until extinguished
upon conversion or at the instrument’s maturity date.
The conversion option classified as equity is determined by deducting the amount of the
liability component from the fair value of the compound instrument as a whole. This is
recognised and included in equity, net of income tax effects, and is not subsequently
remeasured. In addition, the conversion option classified as equity will remain in equity until
the conversion option is exercised, in which case, the balance recognised in equity will be
transferred to the convertible loan note reserve. Where the conversion option remains
unexercised at the maturity date of the convertible loan note, the balance recognised in
equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss
upon conversion or expiration of the conversion option.
Transaction costs that relate to the issue of the convertible loan notes are allocated to the
liability and equity components in proportion to the allocation of the gross proceeds.
Transaction costs relating to the equity component are recognised directly in equity.
Transaction costs relating to the liability component are included in the carrying amount of
the liability component and are amortised over the lives of the convertible loan notes using
the effective interest method.
2.14 Net financing costs
Net financing costs comprise interest payable on borrowings calculated using the effective
interest rate method, interest receivable funds invested, foreign exchange gains and losses,
and gains and losses on hedging instruments that are recognised in the income statement.
Interest income is recognised in the income statement as it accrues, using the effective
interest method. The interest expense component of lease payments is recognised in the
income statement using the effective interest rate method.
2.15 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision makers. The Chief Operating Decision Maker
(“CODM”), who are responsible for allocating resources and assessing performance of the
operating segments, has been identified as the executive Board of Directors. The Directors
are of the opinion that the business of the Group is currently focused on two reportable
geographical segments being the UK and South Africa.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
84
2.16 Exceptional items
Exceptional items are those that, in the judgement of the Directors, are material and non-
recurring in nature, and are therefore disclosed separately within the consolidated
statement of profit or loss to provide a clearer understanding of the Group’s underlying
performance.
Exceptional items may include significant restructuring costs, acquisition-related
expenses, impairment charges, or gains and losses arising from major transactions that are
not expected to recur in the normal course of business.
Reverse Acquisition Expense
During the prior year, the Group completed a reverse acquisition of Neo Uranium Resources
South Africa (Pty) Ltd.
Under IFRS 3 paragraph B20–B27, the accounting acquirer recognises a listing expense
(reverse acquisition expense) representing the difference between:
• the fair value of the shares the legal subsidiary would have had to issue to acquire
the listed entity, and
• the fair value of the identifiable net assets of the listed entity.
This non-cash expense does not represent a genuine outflow of resources but arises from
the accounting presentation required under IFRS 3.
Accordingly, the reverse acquisition expense of £6,115,898 was presented as an
exceptional item within the Consolidated Statement of Comprehensive Income in the prior
year.
3 Critical accounting estimates and judgments
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting period that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year,
are discussed below.
Accounting for acquisitions and fair value
Acquisitions are accounted for at fair value. The assessment of fair value is subjective and
depends on a number of assumptions. These assumptions may include assessment of
estimated resources, cost of bringing these resources to commercial production levels,
discount rates, and the amount and timing of expected future cash flows from assets and
liabilities. In addition, the selection of specific valuation methods for individual assets and
liabilities requires judgment.
The specific valuation methods applied will be driven by the nature of the asset or liability
being assessed. The consideration given to a seller for the purchase of a business or a
company is accounted for at its fair value. When the consideration given includes elements
that are not cash, such as shares or options to acquire shares, the fair value of the
consideration given is calculated by reference to the specific nature of the consideration
given to the seller.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
85
Impairment of investments and loans to subsidiaries
The Group and Company assess at each reporting date whether there is any objective
evidence that investments of £3,139,467 and loans to subsidiaries of £3,018,769 are
impaired. To determine whether there is objective evidence of impairment, a considerable
amount of estimation is required in assessing the ultimate realisation of these investments
of £3,139,467 and non-current receivables of £3,018,769,including valuation,
creditworthiness and future cashflows. As at the year end the Directors do not assess there
to be any impairment of these amounts.
Share-based payments
The Group issues shares and warrants to its employees, directors, investors and suppliers.
These are valued in accordance with IFRS 2 “Share-based payments” resulting in a charge
of £125,765 (2024: £25,153). In calculating the related charge on issuing shares and
warrants the Group uses a variety of estimates and judgements in respect of inputs used
including share price volatility, risk free rate, and expected life. Changes to these inputs may
impact the related charge.
Valuation of deferred consideration payable
The Group has recorded a contingent consideration liability of £0.45m as at 30 September
2025 relating to the reverse acquisition of Neo Uranium Resources South Africa (Pty) Ltd. An
estimate must be made when determining the value of contingent consideration to be
recognised at each balance sheet date. Changes in assumptions could cause an increase,
or reduction, in the amount of contingent consideration payable, with a resulting charge or
credit in the consolidated income statement.
Recoverable value of intangible assets
The Group has intangible assets with a carrying value of £19,731,059 (2024: £18,282,999) at
30 September 2025. Costs capitalised in respect of the Group’s mining assets are required
to be assessed for impairment in accordance with IFRS 6. Such an estimate requires the
Group to exercise judgement in respect of the indicators of impairment and also in respect
of inputs used in the models which are used to support,the carrying value of the assets.
Such inputs include estimates of uranium and gold reserves, production profiles, uranium
and gold price, capital expenditure, inflation rates, and pre-tax discount rates that reflect
current market assessments of (a) the time value of money; and (b) the risks specific to the
asset for which the future cash flow estimates have not been adjusted. The Directors
concluded that there was no impairment as at 30 September 2025.
4 Financial risk management
The Group’s activities may expose it to some financial risks. The Group’s overall risk
management programme focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group’s financial performance.
a) Liquidity risk
Liquidity risk arises from the possibility that the Group and its subsidiaries might encounter
difficulty in settling its debts or otherwise meeting its obligations related to financial
liabilities. In addition to equity funding, additional borrowings have been secured to finance
operations. The Group manages this risk by monitoring its financial resources and carefully
plans its expenditure programmes. Financial liabilities of the Group comprise trade
payables which mature in less than six months, convertible loan notes as referenced in
Note 20 and deferred consideration that is payable in shares.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
86
b) Capital risk
The Group’s objective when managing capital is to safeguard the entity’s ability to continue
as a going concern and develop its uranium and gold exploration, development and
production activities to provide returns for shareholders and benefits for other
stakeholders.
The Group’s capital structure comprises all the components of equity (all share capital,
share premium, retained earnings when earned and other reserves). When considering the
future capital requirements of the Group and the potential to fund specific project
development via debt, the Directors consider the risk characteristics of the underlying
assets in assessing the optimal capital structure.
c) Credit risk
Credit risk is the risk that the Group will suffer a financial loss as a result of another party
failing to discharge an obligation and arises from cash and other liquid investments
deposited with banks and financial institutions. The Group considers the credit ratings of
banks and institutions in which it holds funds to reduce exposure to credit risk. The Group
considers that it is not exposed to major concentrations of credit risk.
The currency profile of the Group’s cash and cash equivalents is as follows:
| 30 | ||
| September | ||
| 2025 | ||
| 30 | ||
| September | ||
| 2024 | ||
| Cash and cash equivalents | £ | £ |
| Sterling | 780 | 1,080 |
| South African Rand | 18,285 | 1,505 |
| 19,065 | 2,585 |
On the assumption that all other variables were held constant, and in respect of the
Group’s cash position, the potential impact of a 20% increase in the Pound Sterling will
be negligible.
The banks where these balances are held, and their respective credit rating is outlined
below.
| Bank | Fitch | Moodys | S&P |
| Absa | AA+ - B | Not available | zaAAA |
| Standard Bank | B - BB- | Ba2 | Not available |
Fair value hierarchy
All the financial assets and financial liabilities recognised in the financial statements
which are short-term in nature are shown at the carrying value, which also
approximates the fair values of those financial instruments. Therefore, no separate
disclosure for fair value hierarchy is required.
d) Market risk
Market risk arises from the Group’s use of interest bearing and foreign currency
financial instruments. It is the risk that future cash flows of a financial instrument will
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
87
fluctuate because of changes in interest rates (interest rate risk), and foreign exchange
rates (currency risk).
e) Price risk
Price risk arises from the exposure to equity securities arising from investments held
by the Group. No traded equity investments are held by the Group and therefore no risk
has been identified. The Group is also exposed to price risk relating to the underlying
commodity prices of gold and uranium, but given that the Group is not in production
there is no impact on the results of the Group.
f) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from
various currency exposures, primarily with respect to Pound Sterling, US Dollar and
South African Rand. Foreign exchange risk arises from recognised monetary assets and
liabilities, where they may be denominated in a currency that is not the Group’s
functional currency.
g) Categories of financial instruments
In terms of financial instruments, these solely comprise of those measured at
amortised costs and are as follows:
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2025 | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | £ | £ | £ | |
| Trade and other | ||||
| payables | ||||
| 18,881,202 | 18,198,248 | 1,408,719 | 481,265 | |
| Loans from related | ||||
| parties | ||||
| 1,088,405 | 487,745 | 950,780 | 374,406 | |
| Borrowings | ||||
| (current) | ||||
| 1,922 | 1,922 | 1,922 | 1,922 | |
| Borrowings (non- | ||||
| current) | ||||
| 24,189 | 26,793 | 24,189 | 26,793 | |
| Financial liabilities | 19,995,718 | 18,714,708 | 2,385,610 | 884,386 |
| Cash and cash | ||||
| equivalents | ||||
| 19,065 | ||||
| 2,585 | ||||
| 780 | ||||
| 1,080 | ||||
| Trade and other | ||||
| receivables | ||||
| 119,268 | 135,933 | 23,968 | 127,455 | |
| Financial assets | 138,333 | 138,518 | 24,748 | 128,535 |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
88
Share issues and consideration:
| Date | Description | No. of | ||
| Ordinary | ||||
| Shares Issued | ||||
| Issue Price | ||||
| (pence) | ||||
| Consideration | ||||
| / Purpose | ||||
| Various 2024 | ||||
– | ||||
| 2025 | ||||
| Shares in lieu of | ||||
| fees (Directors | ||||
| & Advisers) | ||||
| 70,306,668 | 0.75 | Non-cash | ||
| settlement of | ||||
| fees | ||||
| 2025 Milestone | ||||
| Tranches | ||||
| Performance | ||||
| and Deferred | ||||
| Consideration | ||||
| Shares | ||||
| 381,466,667 | 0.75 | Linked to | ||
| resource and | ||||
| licence | ||||
| milestones |
5. Acquisitions completed and pending
Henkries Uranium Project – 100% interest acquired via Desert Star Trading 130 (Pty) Ltd from
Desert Star Proprietary Limited. The final sale and purchase agreement was signed on 29
March 2022 (see RTO Prospectus, Part I S3). Consideration was satisfied through issue of
equity and contingent deferred consideration.
Beisa Uranium Project – acquisition of prospecting rights from Sunshine Mineral Resources
(Pty) Ltd. The purchase price was ZAR 402.5 million (£17.6 million), with an initial deposit of
ZAR 2.5 million (£110,822) paid in the year, with the balance payable as 50% cash and 50%
shares upon Section 11 registration at the the Department of Mineral Resources and Energy
in South Africa.
a) Deferred consideration and performance milestones
Up to 100 million Deferred Consideration Shares may be issued on achievement of specific
milestones: (1) Updated JORC resource > 10 million tonnes U₃O₈ @ ≥399 ppm (50% trigger);
(2) Grant of a mining right on the Henkries Project (50% trigger); (3) Completion of an
approved sale of a controlling interest in the Company (100% trigger). Deferred shares have
no dividend or voting rights and may be redeemed for £0.01 in aggregate. Additional
tranches of Performance Shares are allotted to directors and key executives upon meeting
operational milestones defined in the RTO Prospectus S2.11. There were no performance
shares awarded during the year ended 30 September 2025.
b) Options and warrants
Warrants: 275,350,455 warrants were issued on Re-Admission, exercisable at 2 pence per
Ordinary Share within two years of issue.
Share options: Awards to directors and employees under IFRS 2 have been measured using
the Black-Scholes model; assumptions include expected volatility 103%, risk-free rate
3.9%, expected life 5 years, dividend yield 0%. Fair value charge recognised in the year:
£125,765 (2024:£25,153).
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
89
c) Equity and reserves impact
Following completion of the RTO and subsequent fundraising in 2024 and 2025, the share
capital increased to £220,911, the share premium increased to £14,638,482 the reverse
acquisition reserve of £2,320,231 arose on consolidation.
d) Summary
The RTO transformed NEO from a cash shell into an operational uranium and gold
exploration group with substantial South African resource interests. The Acquisition of
additional Prospecting and Mining Rights have transformed the Company in a global player
in the Uranium production market.
6. Segment reporting
For the purpose of IFRS 8, the CODM takes the form of the board of directors. The Directors
are of the opinion that the business of the Group is focused on two reportable segments as
follows:
• Head office, corporate and administrative, including parent company activities of
raising finance and seeking new investment opportunities, all based in the UK; and
• Uranium and gold exploration and mining operations, all based in South Africa.
The geographical information is the same as the operational segmental information shown
below.
| Year to 30 September 2025 | UK | ||
| £ | |||
| South Africa | |||
| £ | |||
| Total | |||
| £ | |||
| Administrative expenses | (5,947,541) | (106,423) | (6,053,964) |
| Operating loss | (5,947,541) | (106,423) | (6,053,964) |
| Finance costs | (355) | - | (355) |
| Other income | 392 | - | 392 |
| Loss before tax | (5,947,504) | (106,423) | (6,053,927) |
| Loss after tax | (5,947,504) | (106,423) | (6,053,927) |
| Net assets/(liabilities) | |||
| Assets | 6,182,984 | 13,686,408 | 19,869,392 |
| Liabilities | (2,386,016) | (17,610,108) | (19,996,124) |
| Net assets/(liabilities) | 3,796,968 | (3,923,700) | (126,732) |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
90
| Year to 30 September 2024 | |||
| UK | |||
| £ | |||
| South Africa | |||
| £ | |||
| Total | |||
| £ | |||
| Administrative expenses | |||
| Reverse acquisition expense | |||
| (2,363,338) | |||
| (6,115,898) | |||
| 345,019 | |||
| - | |||
| (2,018,319) | |||
| (6,115,898) | |||
| Operating (loss) | (8,479,236) | 345,019 | (8,134,217) |
| Finance costs | 198 | (946) | (748) |
| Other income | |||
| Finance Income | |||
| 1,308,036 | |||
| 959 | |||
| - | |||
| - | |||
| 1,308,036 | |||
| 959 | |||
| Loss before tax | (7,170,043) | 344,073 | (6,825,970) |
| Net assets/(liabilities) | |||
| Assets | 128,534 | 18,292,983 | 18,421,517 |
| Liabilities | (330,214) | (18,384,494) | (18,714,708) |
| Net liabilities | (201,680) | (91,511) | (293,191) |
7. Capital management
For the purpose of the Group’s capital management, capital includes issued capital, share
premium and all other equity reserves attributable to the equity holders of the parent. The
primary objective of the Group’s capital management is to maximise the shareholder
value. The Group manages its capital structure and makes adjustments in light of changes
in economic conditions. To maintain or adjust the capital structure in the long term, the
Group may adjust future dividend payments to shareholders, return capital to shareholders
or issue new shares. The Group monitors capital using a gearing ratio, which is ‘net debt’
divided by total capital plus net debt. The Group includes within net debt, interest bearing
loans and borrowings, trade and other payables, less cash, excluding discontinued
operations.
| 30 September | ||
| 2025 | ||
| 30 September | ||
| 2024 | ||
| £ | £ | |
| Interest bearing loans | (26,111) | (28,715) |
| Trade and other payables | (18,881,202) | (18,198,248) |
| Less : net cash and short term deposits | 18,659 | 2,585 |
| Net debt | (18,888,654) | (18,224,378) |
| Equity | (107,811) | (277,020) |
| Total capital | (107,811) | (277,020) |
| Capital and net debt | (18,780,843) | (18,501,398) |
| Gearing ratio | 100% | 98% |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
91
The table below provides a reconciliation of the Group’s and Company’s financing
liabilities, as required by IAS 7.
| Opening | |||
| balance | |||
| at 30 | |||
| September | |||
| 2024 | |||
| Cash flows | Closing | ||
| balance | |||
| at 30 | |||
| September | |||
| 2025 | |||
| Group | £ | £ | £ |
| Unsecured bank loan | (28,715) | 2,604 | (26,111) |
| Total | (28,715) | 2,604 | (26,111) |
| Company | |||
| Unsecured bank loan | (28,715) | 2,604 | (26,111) |
| Total | (28,715) | 2,604 | (26,111) |
Cash flow movements represent actual cash inflows and outflows related to financing
activities, such as loan repayments.
Non-cash movements include items that do not give rise to cash flows, including the
accrual of unpaid interest.
The opening and closing balances in the table reconcile directly to the respective financing
liability lines in the balance sheet, and the cash flow column aligns with movements
presented within financing activities in the Statement of Cash Flows.
In order to achieve this overall objective, the Group’s capital management aims to ensure
that it meets financial requirements that may be attached to interest-bearing loans and
borrowings that define capital structure requirements.
8 Group operating loss
| Year ended | ||
| 30 September | ||
| 2025 | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | £ | |
| Wages and salaries and NI (note 9) | 4,933,367 | 1,489,001 |
| Share-based payment expense | 125,765 | 25,153 |
| Legal and professional fees | 715,626 | 151,153 |
| Regulatory costs | 17,970 | 79,490 |
| Audit fees | 241,955 | 135,025 |
| Office costs | 19,281 | 95,345 |
| Travel and accommodation expenses | - | 43,152 |
| Total administrative expenses | 6,053,964 | 2,018,319 |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
92
9. Directors’ and employees
The aggregate payroll costs (including Directors’ remuneration) were as follows:
| Year ended | ||
| 30 September | ||
| 2025 | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | £ | |
| Fees, bonuses, wages and salaries | 4,912,589 | 1,476,852 |
| Social security costs | 20,778 | 12,149 |
| 4,933,367 | 1,489,001 |
The average monthly number of persons employed by the Group, including Executive
Directors, was:
| Year ended | ||
| 30 September | ||
| 2025 | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| Directors | 7 | 6 |
| 7 | 6 |
The remuneration of the highest paid director was £1,220,724 (2024:£498,480). Full details
are outlined in the Directors' Remuneration Report on page 39.
The Directors consider that the key management personnel of the Company and Group are
the Directors only.
The number of Directors participating in pensions is nil (2024:nil).
10. Auditors remuneration
Fees incurred during the year in relation to audit are analysed below. There were no fees in
relation to non-audit services.
| Year ended | ||
| 30 September | ||
| 2025 | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | £ | |
| Fees payable to the Company’s auditor for the audit of | ||
| the Company’s annual audit | ||
| 229,600 | 125,000 | |
| Fees payable to the component auditor for the audit of | ||
| the Company’s subsidiaries | ||
| 12,355 | 10,025 | |
| 241,955 | 135,025 |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
93
11. Finance income and Finance costs
| Year ended | ||
| 30 September | ||
| 2025 | ||
| £ | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | ||
| Interest on loans | (355) | (748) |
| Interest income | 392 | 959 |
| 37 | 211 |
12. Other income
| Year ended | ||
| 30 September | ||
| 2025 | ||
| £ | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | ||
| Other income | - | 1,308,036 |
| - | 1,308,036 |
The other income credit for the year ended 30 September 2024 relates to a bond facility write
off.
13. Taxation
| Year ended | ||
| 30 September | ||
| 2025 | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | £ | |
| GROUP | ||
| Total current tax | - | - |
| Factors affecting the tax charge for the period | ||
| Loss on ordinary activities before taxation | (6,053,927) | (6,825,970) |
| Loss on ordinary activities before taxation multiplied | ||
| by the standard rate of UK tax of 25% (2024: 25%) | ||
| (1,513,482) | (1,706,492) | |
| Reverse acquisition adjustment | - | 1,528,975 |
| Disallowable expenses | - | 2,128 |
| Tax losses carried forward | 1,513,482 | 175,389 |
| Tax (credit)/charge for the period | - | - |
No liability to UK corporation tax arose on ordinary activities for the current period, and no
liability to corporate tax arose on operations in South Africa.
The individual companies in the Group have total unrealised tax losses of £6,468,268 (2024:
£4,927,719) to carry forward against future profits. There are £6,391,918 of UK tax losses
carried forward (2024 £4,878,436) and £76,351 (ZAR 1,755,817) (2024: £49,283 (ZAR
1,127,873) South African tax losses carried forward.
No deferred tax asset on losses carried forward has been recognised on the grounds of
uncertainty as to when taxable profits will be generated against which the losses can be
utilised.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
94
14. Loss per share
Basic earnings per share is calculated by dividing the loss from continuing operations
attributable to equity shareholders of the parent company by the weighted average
number of ordinary shares in issue during the year:
| Year ended | ||
| 30 September | ||
| 2025 | ||
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | £ | |
| Loss after tax attributable to equity holders of the | ||
| parent company | ||
| (6,051,177) | (6,816,159) | |
| Weighted average number of ordinary shares | 1,912,723,767 | 1,106,192,344 |
| Basic and diluted loss per share (pence) from | ||
| continuing and total operations | ||
| (0.3p) | (0.6p) |
There is no difference between the diluted loss per share and the basic loss per share
presented given any adjustment is anti-dilutive. Warrants could potentially dilute basic
earnings per share in the future but were not included in the calculation of diluted earnings
per share as they are anti-dilutive for the periods presented.
15. Investment in subsidiaries
| Company | £ |
| Cost and net book amount at 1 October 2024 and 30 September 2025 | 3,139,467 |
Composition of the Group
Information about the composition of the Group at the end of the reporting period is as
follows:
| Name | Principal activity | Country of | |
| incorporation and | |||
| registered office | |||
| Group % owned | |||
| subsidiary | |||
| Neo Uranium | |||
| Resources South | |||
| Africa (Pty) | |||
| Limited | |||
| Uranium | |||
| exploration and | |||
| mining | |||
| South Africa | |||
| Registered office: Loydall Company | |||
| Secretaries, 21 Melinda Road, | |||
| Rosendal.Durbanville, Western | |||
| Cape 7550 | |||
| 100% | |||
| Neo Uranium | |||
| Resources Beisa | |||
| Mine Pty) Limited | |||
| Uranium | |||
| mining and | |||
| development | |||
| South Africa | |||
| Registered office: | |||
| Blue Crane Vista, Twin Palms Street, | |||
| The Wilds Estate Pretorius Park, | |||
| Pretoria Gauteng ,0081 | |||
| 100% |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
95
| Desert Star | |||
| Trading 130 | |||
| Proprietary | |||
| Limited | |||
| Uranium | |||
| exploration and | |||
| mining | |||
| South Africa | |||
| Registered office: | |||
| Suite 7, Denavo House,15 York | |||
| Street, Kensington B,Randburg,2194 | |||
| 50.1% |
The Company entered into a B.E.E.E.Black economic empowerment agreement whereby
SSC will acquire 30% of Neo Uranium Beisa Mine (Pty) Ltd for ZAR 390,000,000 and that the
transaction is conditional Section 11 approval for the Sibanye Beisa Transaction.
All of the subsidiaries identified above are included in the consolidated financial
statements. The holdings in the subsidiaries except NURBM are held directly.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
96
16. Intangible assets
| Group | |||||
| Cost and net book | |||||
| amount | |||||
| Desert Star | |||||
| (Henkries) | |||||
| Prospecting | |||||
| Rights | |||||
| Sunshine | |||||
| Mineral | |||||
| Resources | |||||
| Prospecting | |||||
| Rights | |||||
| Pamish | |||||
| Prospecting | |||||
| Rights | |||||
| Beatrix 4 | |||||
| Shaft | |||||
| Prospecting | |||||
| Rights | |||||
| Total | |||||
| £ | £ | £ | £ | £ | |
| At 30 September 2023 | |||||
| (Unaudited) | |||||
| 466,928 | - | - | - | 466,928 | |
| Additions | 1,306,899 | 16,509,172 | - | - | 17,816,071 |
| At 30 September 2024 | 1,773,827 | 16,509,172 | - | - | 18,282,999 |
| Exchange rate | |||||
| conversion | |||||
| (23,948) | (222,884) | - | - | (246,832) | |
| Additions | 32,101 | 4,354 | 1,144,602 | 513,835 | 1,694,892 |
| At 30 September 2025 | 1,781,980 | 16,290,642 | 1,144,602 | 513,835 | 19,731,059 |
Desert Star (Henkries) Prospecting Right
As at 30 September 2025, management of the Group assessed the recoverable amount as
part of impairment testing of Henkries Project that is in Desert Star Trading 130 (Pty) Ltd with
the prospecting reference number NC30/5/1/1/2/11918(13465) PR located in the Northern
Cape near the town of Springbok, South Africa, in accordance with IAS 36.
Management decided that no impairment is required by assessing the following on the
FVLCD – Basis (Fair Value less cost of disposal).
The recoverable amount will be more than the expenses incurred, and the method used is
fair value less cost of disposal.
This estimation was based on:
• Recent Market Transactions for comparable mining assets in the region;
• Independent third- party valuations commissioned by the Company during the year (J
Perold Report “Mineral asset valuation of the Neo Energy Metals PLC Uranium Project
Henkries Central and North). Valuation Mid Value USD$ 14,912,000;
• Observations of market prices for mineral tenements and exploration licences;and
• No Discounted Cashflow modelling was applied.
The Key Inputs Considered
• Benchmark Transactions multiples (lbs of The Resources (Tonnes) and the Lbs Uranium
USD$ price);
• Adjustments for asset-specific factors, including stage of development and the regional
risk, as well as the quality and quantity of the geological information. Available
information as per the Competent Person's report “C.P.R.” and the independent
valuation;and
• Disposal Cost of 2,5% of the Gross fair Value, consistent with the industry norms.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
97
Intangible assets (continued)
Sensitivity analyses
The Company considered the impact of a 50% reduction in the benchmark of the
transaction values. Under this scenario, the recoverable amounts remained above the
carrying value.
Valuation amount as per Independent Valuation Report USD$ @ 50% USD$ 4,912,000 @
50% equals USD$ 7,456,000.
The carrying value as per the financial information as at 30 September 2025 Acquisition
price and Exploration expenses ZAR 42,673,697 with an average exchange rate of USD$/ZAR
16.43 USD$ 2,597,303 GBP USD$ Exchange Rate as at 30 September 2025 1.3513
£3,509,736.
Sunshine Mineral Resources Prospecting Rights “SSMR”
As at 30 September 2025 management of the Group assessed the recoverable amount as
part of impairment testing of Beisa North and Beisa South Project that is in Neo Uranium
Besia Mine (Pty) Ltd with the prospecting reference numbers FS30/5/1/1/2/10575 PR and
FS30/5/1/1/2/10603 OR located in the Free State near the town of Welkom, South Africa in
accordance with IAS 36 and fully permitted to assess the impairment in this way.
Management decided that no impairment is required by assessing the following on the
FVLCD – Basis (Fair Value less cost of disposal).
The recoverable amount will be more than the expenses incurred, and the method used is
fair value less cost of disposal.
This estimation was based on:
• Recent Market Transactions for comparable mining assets in the region;
• Independent third- party valuations commissioned by the company during the year (VC
Muller from Proteck Report “Independent Valuation of the Uranium and Gold
Resources and Besia North and Besia South). Valuation Mid Value USD$ 1,570,6000;
• Observations of market prices for mineral tenements and exploration licences; and
• No Discounted Cashflow modelling was applied
.
The Key Inputs Considered
• Benchmark Transactions multiples (lbs of The Resources (Tonnes) and the Lbs Uranium
USD$ price);
• Adjustments for asset-specific factors, including stage of development and the regional
risk, as well as the quality and quantity of the geological information. Available
information as per the Competent Person's report “C.P.R.” and the independent
valuation; and
• Disposal Cost of 2,5% of the Gross fair Value, consistent with the industry norms.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
98
Sensitivity analyses
The Company considered the impact of a 50% reduction in the benchmark of the
transaction values. Under this scenario, the recoverable amounts remained above the
carrying value.
Valuation amount as per Independent Valuation Report USD$ @ 50% USD$ 1,570,6000 @
50% equals USD$ 78,530,000.
The carrying value of the as per the financial information as at 30 September 2025.
Acquisition price and Exploration expenses ZAR 406,093,560 with an average exchange rate
of USD$/ZAR 16.43 USD$ 24,716,589 GBP USD$ exchange rate as at 30 September 1.3513
(2025) £33,399,526.
Based on the FVCLD assessment, no impairment losses were recognised for the year under
financial review as at 30 September 2025. The carrying amount of the Beisa North and South
Project remain supported by observable market data and independent valuation
benchmarks.
The amount as per an Independent Valuation Report concluded that the value was
£117,420,560 (US$157,060,000). The Group does not yet hold a valid title to this respective
project until such time as the Section 11 transfer.
Pamish Investments Acquisition Prospecting Right (Henkries South)
As at 30 September 2025, management of the Group assessed the recoverable amount as
part of the impairment testing of Pamish Investments (Henkries South) in Neo Uranium
Resources South Africa (Pty) Ltd, with the prospecting reference number NC
30/5/1/1/2/10636 PR/12360 PR, located in the Northern Cape near the town of Springbok,
South Africa, in accordance with IAS 36 and fully permitted to assess the impairment in this
way.
The management is of the view that no impairment is required by assessing the following on
the FVLCD – Basis (Fair Value less cost of disposal).
The recoverable amount will be more than the expenses incurred, and the method used is
fair value less cost of disposal. The value as per the intangible asset for Pamish Investments
is USD$ 1,439,661.
Also, the area totals 68,378 hectares, whereas the area in DST is 77,121 hectares.
The radiometric anomalies also indicate more concentrated uranium deposits on the
Pamish Investment (Henkries South Prospecting right). This estimation was based on the
related market value of DST (Desert Star Henkries) USD$ 14,912,000.
Recent Market Transactions for comparable mining assets in the region as permitted by
valuation parameters.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
99
Observations of market prices for mineral tenements and exploration licences
• Blesberg ZAR 30,000,000 USD $ 1,825,928
• Northern Cape Lithium and Tantalum ZAR 30,000,000 USD$ 1,825,928
• Norabees Lithium (Sa) Limited ( Cape Lithium USD $ 2,500,000
• AVG Market price USD $ 2,050,000
| Asset Name | Acquisition Price | Hectares | Avg Price per H |
| Desert Star Trading | ZAR 30,000,000@USD$16.43 | ||
| USD$ 1,825,928 | |||
| 77,121 | USD$ 23.68 per | ||
| hectare | |||
| Blesberg Mine | USD$ 30,000,000 @ USD$ | ||
| 16.43 USD$ 1,825,928 | |||
| 1051 | USD$ 1,737 per | ||
| hectare | |||
| Norabees Lithium SA | |||
| Limited | |||
| USD$ 2,500,000 | 5 | USD$ 500,000 per | |
| hectare | |||
| Pamish Henkries | |||
| South | |||
| ZAR 23,653,644 @USD$ 16.43 | |||
| USD$ 1,439,661 | |||
| 68,378 | USD$ 21.05 per | ||
| hectare |
The above schedule indicates that the price per hectare is far below the average cost per
hectare in a related market transaction; therefore, management does not consider
impairment is necessary.
No Discounted Cashflow modelling was applied.
The key inputs considered
• Benchmark Transactions multiples (lbs of The Resources (Tonnes) and the Lbs Uranium
USD$ price);
• Adjustments for asset-specific factors, including stage of development and the regional
risk, as well as the quality and quantity of the geological information. Available
information as per the Competent Person's report “C.P.R.” and the independent
valuation; and
• Disposal Cost of 2,5% of the Gross fair Value, consistent with the industry norms.
Sensitivity analyses
The sensitivity analyses were performed on a per-hectare basis, and the following sensitivity
analyses were applied:
68,378 Hectares Discounted @ 40% USD$ 2,215,188
68,378 Hectares Discounted @ 30% USD$ 2,479,386
68,378 Hectares Discounted @ 20% USD$ 2,833,584
Beatrix/Beisa (Sibanye Transaction) Mining Right
The Company is awaiting Section 11 approval (“Ministerial Consent”) for the transfer of the
rights. In the interim, project-related costs have been capitalised, and security costs have
also been capitalised. These will be deducted from the original purchase price once the
Section 11 transfer has been completed.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
100
17. Trade and other receivables
| Group | Company | |||
| Current assets | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| Other receivables and | ||||
| prepayments | ||||
| 119,268 | 49,331 | 23,968 | 40,853 | |
| Amounts owed by Directors | - | 86,602 | - | 86,602 |
| 119,268 | 135,933 | 23,968 | 127,455 | |
| Non-current assets | ||||
| Amounts owed by group | ||||
| undertakings | ||||
| - | - | 3,018,769 | 1,185,233 | |
| 119,268 | 135,933 | 3,042,737 | 1,312,688 |
18. Cash and cash equivalents
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| Cash and cash equivalents | 19,065 | 2,585 | 780 | 1,080 |
| 19.065 | 2,585 | 780 | 1,080 |
19. Bank overdraft
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| Bank overdraft | 406 | - | 406 | - |
| 406 | - | 406 | - |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
101
20. Trade and other payables
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| Trade payables | 848,928 | 323,929 | 344,768 | 229,352 |
| Other payables and accruals | ||||
| Amounts owed to Directors | ||||
| 156,645 | ||||
| 261,398 | ||||
| 360,002 | ||||
| - | ||||
| 801,430 | ||||
| 261,398 | ||||
| 237,705 | ||||
| - | ||||
| Deferred consideration | 17,610,108 | 17,500,109 | - | - |
| Taxes and social security | 1,123 | 14,208 | 1,123 | 14,208 |
| 18,881,202 | 18,198,248 | 1,408,719 | 481,265 |
The deferred consideration of £17,610,108 (ZAR406,093,560) is due to the vendors of the
Sunshine Mineral Reserve asset acquisition on the transfer of the applicable prospecting
rights to Neo Uranium Resources Beisa Mine (Pty) Ltd once Section 11 notice of the Mineral
Resources and Petroleum Development Act has been issued. Currently the Section 11 is
expected to be granted in Q1 2027.
21. Borrowings
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| Non-current liabilities | ||||
| Unsecured bank loan | 24,189 | 26,793 | 24,189 | 26,793 |
| 24,189 | 26,793 | 24,189 | 26,793 | |
| Current liabilities | ||||
| Unsecured bank loan | 1,922 | 1,922 | 1,922 | 1,922 |
| 1,922 | 1,922 | 1,922 | 1,922 |
Terms and Repayment schedule
| Interest rate | Year of | |||
| Maturity | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| Unsecured bank loan | 2.5% | 2027 | 26,111 | 28,715 |
| Total interest-bearing | ||||
| liabilities | ||||
| 26,111 | 28,715 |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
102
Repayment schedule:
| Amounts payable | ||||
| within 1 year | ||||
| £ | ||||
| Amounts | ||||
| payable | ||||
| between 1- | ||||
| 5 years | ||||
| £ | ||||
| Amounts | ||||
| payable | ||||
| after 5 | ||||
| years | ||||
| £ | ||||
| Total | ||||
| £ | ||||
| Unsecured bank loan | 1,922 | 20,266 | 3,923 | 26,111 |
22. Share based payments
Warrants
As part of the RTO on 9 November 2023, the Company offered warrants to various pre-RTO
subscribers and to its broker First Equity. These are deemed investor warrants and entitle
the holder to subscribe for an Ordinary share in the Company at a price of 2 pence per
Ordinary share and will expire 2 years from re-admission being 9 November 2025. The
following investor warrants were issued which fall outside the scope of IFRS 2 and as such
have been issued at nil cost:
| Number of | ||
| warrants | ||
| Weighted average | ||
| exercise price | ||
| Outstanding as at 1 October 2024 | 119,794,900 | 2 pence |
| Outstanding on 30 September 2025 | 119,794,900 | 2 pence |
| Weighted average remaining contractual | ||
| life | ||
| 0.11 | years |
The warrants have expired post year end and as per Note 25.
The warrants have vested on grant and have been recognised in full upon issue. If the
warrants remain unexercised after a period of two years from the date of grant being 9
November 2025, they will expire. The holder may exercise the subscription right at any time
within the subscription period.
Share Options
On 29 April 2024 the Directors agreed to introduce a share option scheme which was
approved by the board of Directors of the Company.
The scheme has authorised the issue of 150,000,000 share options over 150,000,000
ordinary shares of £0.0001 to the Directors. The share options are to have an exercise price
of 1.25 pence and have an expiry date of 31 May 2029.
The Non-Executive Directors are to receive up to 20,000,000 options each, with the
Executive Directors receiving the balance equally, less 10,000,000 options set aside for key
employees. Further details are in the Remuneration Report.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
103
Under IFRS 2 the Company must recognise the fair value of the options granted as an
expense in the Income Statement. The Black Scholes model was used to calculate the fair
value of the options granted for the year using the following key criteria:
| Share price at date of grant | 0.62 pence |
| Exercise price of each option | 1.25 pence |
| Number of share options | 150,000,000 |
| Life of each option from date of grant | 5 years |
| Expected volatility | 103% |
| Dividend yield | 0.00% |
| Risk free rate of interest | 3.9% |
| Minimum vesting period | 5 years |
| Calculated fair value per share | 0.419 pence per |
| share |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
104
22. Share based payments
The Group recognised a total expense in the year of £125,765 relating to the grant of those options (2024: £25,153).
| Ordinary shares | |||||||||
| of | |||||||||
| £0.0001 | |||||||||
| Ordinary | |||||||||
| shares | |||||||||
| £ | |||||||||
| Deferred | |||||||||
| shares | |||||||||
| £ | |||||||||
| Share | |||||||||
| premium | |||||||||
| £ | |||||||||
| Merger | |||||||||
| reserve | |||||||||
| £ | |||||||||
| Reverse | |||||||||
| acquisition | |||||||||
| reserve | |||||||||
| £ | |||||||||
| Share options | |||||||||
| reserve | |||||||||
| £ | |||||||||
| Translation | |||||||||
| reserve | |||||||||
| £ | |||||||||
| Total | |||||||||
| £ | |||||||||
| 9 November 2023 | |||||||||
| Issued share capital of Neo Energy Metals PLC at 30 | |||||||||
| September 2023 | |||||||||
| (nominal value of £0.001 per share) | |||||||||
| 1,457,700,000 | 145,770 | - | 736,782 | - | - | - | (2,220) | 880,332 | |
| Redesignation from ordinary to deferred shares | (1,311,930,000) | (131,193) | 131,193 | - | - | - | - | - | - |
| Recognition of PLC equity at acquisition date | - | - | - | - | - | (4,731,400) | - | - | (4,731,400) |
| Issue of shares for acquisition of subsidiary | 304,802,666 | 30,480 | - | - | 3,108,987 | (3,139,467) | - | - | - |
| Issue of shares for placings | 340,935,685 | 34,094 | - | 1,624,210 | - | - | - | - | 1,658,304 |
| Issue of shares to settle debt | 212,163,117 | 21,216 | - | 1,454,010 | - | - | - | - | 1,475,226 |
| Issue of shares in lieu of fees | 208,100,000 | 20,810 | - | 2,580,440 | - | - | - | - | 2,601,250 |
| Totals following the reverse acquisition | 1,211,771,468 | 121,177 | 131,193 | 6,395,442 | |||||
| 3,108,987 | (7,870,867) | - | (2,220) | 1,883,712 |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
105
22. Share capital and premium (continued)
| Ordinary shares of | |||||||||
| £0.0001 | |||||||||
| Ordinary | |||||||||
| shares | |||||||||
| £ | |||||||||
| Deferred | |||||||||
| shares | |||||||||
| £ | |||||||||
| Share | |||||||||
| premium | |||||||||
| £ | |||||||||
| Merger | |||||||||
| reserve | |||||||||
| £ | |||||||||
| RTO | |||||||||
| reserve | |||||||||
| £ | |||||||||
| Share options | |||||||||
| reserve | |||||||||
| £ | |||||||||
| Translation | |||||||||
| reserve | |||||||||
| £ | |||||||||
| Total | |||||||||
| £ | |||||||||
| Balance brought forward | 1,211,771,468 | 121,177 | 131,193 | 6,395,442 | 3,108,987 | (7,870,867) | - | (2,220) | 1,883,712 |
| FX Movement | - | - | - | - | - | - | - | (97,397) | (97,397) |
| Issue of placing shares December 2023 | 140,000,000 | 14,000 | - | 1,036,000 | - | - | - | - | 1,050,000 |
| Issue of placing shares December 2023 | 38,800,000 | 3,880 | - | 481,120 | - | - | - | - | 485,000 |
| Issue of shares in April 2024 | 9,181,315 | 918 | - | 67,942 | - | - | - | - | 68,860 |
| Issue of placing shares June 2024 | 33,800,000 | 3,380 | - | 250,120 | - | - | - | - | 253,500 |
| Issue of placing shares June 2024 | 866,636 | 86 | - | 6,413 | - | - | - | - | 6,499 |
| Issue of shares in August 2024 | 20,000,000 | 2,000 | - | 148,000 | - | - | - | - | 150,000 |
| Issue of shares in August 2024 | 5,882,353 | 588 | - | 43,529 | - | - | - | - | 44,117 |
| Issue of placing shares September 2024 | 18,831,200 | 1,884 | - | 233,057 | - | - | - | - | 234,941 |
| Share based payment issue of warrants | - | - | - | - | - | 5,550,636 | 25,153 | - | 5,575,789 |
| At 30 September 2024 | 1,479,132,972 | 147,913 | 131,193 | 8,661,623 | 3,108,987 | (2,320,231) | 25,153 | (99,617) | 9,655,021 |
| Issue of shares for acquisition in | |||||||||
| subsidiary | |||||||||
| 25,000,000 | 2,500 | - | 310,000 | - | - | - | - | 312,500 | |
| Issue of shares in 26 November 2024 | 47,306,668 | 4,730 | - | 350,070 | - | - | - | - | 354,800 |
| Issue of shares in 20 January 2025 | 396,133,334 | 39,614 | - | 3,381,387 | - | - | - | - | 3,421,001 |
| Issue of shares in 19 May 2025 | 157,540,836 | 15,754 | - | 1,165,802 | - | - | - | - | 1,181,556 |
| Issue of placing shares 21 May 2025 | 104,000,000 | 10,400 | - | 769,600 | - | - | - | - | 780,000 |
| FX Movement | - | - | - | - | - | - | - | 44,764 | 44,764 |
| Share based payments | - | - | - | - | - | - | 125,765 | - | 125,765 |
| At 30 September 2025 | 2,209,113,810 | 220,911 | 131,193 | 14,638,482 | 3,108,987 | (2,320,231) | 150,918 | (54,853) | 15,875,407 |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
106
Share capital - Ordinary shares
Holders of the ordinary shares are entitled to dividends as declared from time to time and
are entitled to one vote per share at general meetings of the Company.
Share capital - Deferred shares
Deferred shares are a class of equity instruments that carry no voting rights, no rights to
dividends, and only minimal or contingent rights to capital on a winding-up.
Share premium
The share premium account comprises of amounts subscribed for shares in excess of their
nominal value. The incremental costs directly attributable to the issue of ordinary shares
are recognised as a deduction from the share premium arising on that issue of shares.
Share options reserve
The share options reserve represents the value of share options granted to directors and
employees of the Company. This reserve reflects the cost of these options over time granted
to those directors and employees.
Reverse acquisition reserve
The reverse acquisition reserve represents the adjustment required to reflect the capital
structure of the legal parent (the Company) in the consolidated financial statements
following the reverse acquisition of Neo Energy Metals PLC, in the prior year which is
identified as the accounting acquiree under IFRS 3 Business Combinations.
In accordance with IFRS 3, the consolidated financial statements represent a continuation
of the financial statements of Neo Uranium Resources South Africa (Pty) Ltd
(“NURSA”), with the net assets of the Company recognised at fair value at the acquisition
date. The difference between the nominal value of the shares issued by the Company to
effect the business combination and the capital structure of Neo Energy Metals PLC has
been recorded in the reverse acquisition reserve. The balance in this reserve does not
constitute a realised gain or loss and is therefore not distributable.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the
translation of the financial statements of foreign operations.
Merger reserve
The merger reserve arose on the issue of shares to facilitate the reverse acquisition of the
Company by Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”) on 9 November
2023. Although the Company is the legal acquirer, NURSA was identified as the accounting
acquirer under IFRS 3.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
107
Retained earnings
Retained earnings comprises accumulated profits or losses recognised in the consolidated
statement of profit or loss and other comprehensive income.
23. Accumulated deficit
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2025 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| At start of period | (9,932,041) | 1,457 | (8,506,020) | (4,318,278) |
| Decrease in equity holding | ||||
| of subsidiary | ||||
| - | (549,004) | - | - | |
| Cost of shares issued | - | (2,568,335) | - | (2,568,335) |
| Loss for the period | (6,051,177) | (6,816,159) | (5,947,503) | (1,619,407) |
| (15,983,218) | (9,932,041) | (14,453,523) | (8,506,020) |
Contingent liabilities
The Company has no contingent liabilities in respect of legal claims or other known claims
arising from the Group’s activities.
24. Related party transactions
Group
The Group’s related parties as defined by International Accounting Standard 24 (revised),
the nature of the relationship and the amount of transactions with them during the period
were as follows:
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2025 | ||||||
| Year ended | ||||||
| 30 September 2024 | ||||||
| Nature of | ||||||
| transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions in | ||||||
| the year | ||||||
| Balance at the | ||||||
| year-end due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions in | ||||||
| the period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Loans from related parties | ||||||
| Gathoni Muchai | ||||||
| Investments Limited | ||||||
| 1 | - | (1,088,405) | - | (487,745) | Loan from | |
| Gathoni Muchai | ||||||
| Investments | ||||||
| Limited and | ||||||
| expenses paid | ||||||
| on behalf of the | ||||||
| Company. | ||||||
| TOTAL | (1,088,405) | - | (487,745) |
The balance of £1,088,405 due to Gathoni Muchai Investments Limited is unsecured, interest free and
repayable 1 October 2026.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
108
Directors’ Remuneration
| Gathoni Muchai | ||||||
| Investments Limited | ||||||
| 1 | - | 498,480 | - | Fees and bonus | ||
| in respect of | ||||||
| services for the | ||||||
| year ended 30 | ||||||
| September | ||||||
| 2025. | ||||||
| Chapman Longley | ||||||
| Limited | ||||||
| 2 | - | - | 393,832 | - | Fees and bonus | |
| in respect of | ||||||
| services for the | ||||||
| year ended 30 | ||||||
| September | ||||||
| 2025. | ||||||
| Brookborne Limited | 3 | - | - | 393,832 | - | Fees and bonus |
| in respect of | ||||||
| services for the | ||||||
| year ended 30 | ||||||
| September | ||||||
| 2025. | ||||||
| Bongani Raziya | 4 | 430,971 | - | 26,833 | - | Fees in respect |
| of services for | ||||||
| the year ended | ||||||
| 30 September | ||||||
| 2025. | ||||||
| Jackline Muchai | 5 | 456,058 | - | 26,833 | - | Fees in respect |
| of services for | ||||||
| the year ended | ||||||
| 30 September | ||||||
| 2025. | ||||||
| Jason Brewer | 6 | 1,220,724 | - | - | - | Fees and bonus |
| in respect of | ||||||
| services for the | ||||||
| year ended 30 | ||||||
| September | ||||||
| 2025. | ||||||
| Sean Heathcote | 7 | 741,412 | - | 137,042 | - | Salary in respect |
| of services for | ||||||
| the year ended | ||||||
| 30 September | ||||||
| 2025. | ||||||
| Charles Tatnall | 8 | 1,001,096 | - | - | - | Fees and bonus |
| in respect of | ||||||
| services for the | ||||||
| year ended 30 | ||||||
| September | ||||||
| 2025. | ||||||
| James Longley | 10 | 1,001,096 | - | - | - | Fees and bonus |
| in respect of | ||||||
| services for the | ||||||
| year ended 30 | ||||||
| September | ||||||
| 2025. | ||||||
| Theo Botoulas | 14 | 61,232 | - | - | - | Salary in respect |
| of services for | ||||||
| the year ended | ||||||
| 30 September | ||||||
| 2025. | ||||||
| TOTAL | 4,912,589 | - | 1,476,852 | - |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
109
24. Related party transactions (continued)
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2025 | ||||||
| Year ended | ||||||
| 30 September 2024 | ||||||
| Nature of transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions | ||||||
| in the year | ||||||
| Balance at | ||||||
| the year | ||||||
| end due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions | ||||||
| in the period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Amounts owed by related parties | ||||||
| Gathoni Muchai | ||||||
| Investments Limited | ||||||
| 1 | - | 21,897 | 21,897 | 21,897 | Prepayment of fees in | |
| respect of services for | ||||||
| the year ended 30 | ||||||
| September 2025. | ||||||
| Chapman Longley | ||||||
| Limited | ||||||
| 2 | (87,245) | (65,529) | 21,716 | 21,716 | Prepayment of fees in | |
| respect of services for | ||||||
| the year ended 30 | ||||||
| September 2025. | ||||||
| Brookborne Limited | 3 | (149,646) | (106,657) | 42,989 | 42,989 | Prepayment of fees in |
| respect of services for | ||||||
| the year ended 30 | ||||||
| September 2025. | ||||||
| TOTAL | (236,891) | (150,289) | 86,602 | 86,602 | ||
| Administrative expenses | ||||||
| Fandango Holdings | ||||||
| PLC | ||||||
| 9 | - | - | 2,850 | - | Balance written off | |
| through mutual | ||||||
| agreement with | ||||||
| Fandango Holdings | ||||||
| PLC. | ||||||
| TOTAL | - | - | 2,850 | - |
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2025 | ||||||
| Period ended | ||||||
| 30 September 2024 | ||||||
| Nature of transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions in | ||||||
| the year | ||||||
| Balance | ||||||
| at the | ||||||
| year end | ||||||
| due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions in | ||||||
| the period | ||||||
| Balance | ||||||
| at the | ||||||
| period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Share capital | ||||||
| Gathoni Muchai | ||||||
| Investments Ltd | ||||||
| 1 | - | - | (59,015) | - | Shares issued to | |
| Directors of the | ||||||
| company | ||||||
| Bongani Raziya | 4 | (400,971) | - | (68,860) | - | Shares issued to |
| Director | ||||||
| Jackline Muchai | 5 | (1,188,753) | - | (112,768) | - | Shares issued to |
| Director | ||||||
| Jason Brewer | 6 | (1,124,724) | - | (118,366) | - | Shares issued to |
| Director | ||||||
| Sean Heathcote | 7 | (591,912) | - | (74,500) | - | Shares issued to |
| Director | ||||||
| Charles Tatnall | 8 | (142,401) | - | (80,600) | - | Shares issued to |
| Director | ||||||
| James Longley | 10 | (905,096) | - | (127,103) | - | Shares issued to |
| Director | ||||||
| Hargreaves Lansdown | ||||||
| Nominees | ||||||
| 15 | - | - | - | - | Shares issued to | |
| Director | ||||||
| TOTAL | (4,353,857) | - | (641,212) | - |
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
110
The Directors’ transactions in the Company are included in the Group disclosure above. In
addition to these the Company has the following related party transactions as defined by
International Accounting Standard 24 (revised).
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2025 | ||||||
| Year ended | ||||||
| 30 September | ||||||
| 2024 | ||||||
| Nature of | ||||||
| transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions | ||||||
| in the year | ||||||
| Balance at | ||||||
| the year | ||||||
| end due | ||||||
| (to)/from | ||||||
| Total | ||||||
t | ||||||
| ransactions | ||||||
| in the period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Amounts owed by group undertakings | ||||||
| Neo | ||||||
| Uranium | ||||||
| Resources | ||||||
| SA (Pty) | ||||||
| Limited | ||||||
| 9 | 1,833,536 | 3,018,769 | 1,185,233 | 1,185,233 | Intercompany | |
| transactions | ||||||
| between Neo | ||||||
| Energy | ||||||
| Metals PLC | ||||||
| (Company) | ||||||
| and NURSA. | ||||||
| TOTAL | - | 1,833,536 | 3,018,769 | 1,185,233 | 1,185,233 | |
| Loans from | ||||||
| related parties | ||||||
| Gathoni | ||||||
| Muchai | ||||||
| Investments | ||||||
| Limited | ||||||
| 1 | (714,000) | (1,088,405) | (374,406) | (374,406) | Loan from | |
| Gathoni | ||||||
| Muchai | ||||||
| Investments | ||||||
| Ltd. | ||||||
| TOTAL | (714,000) | (1,088,405) | (374,406) | (374,406) |
Nature of relationships
1 Gathoni Muchai Investments Limited is a Company
controlled by Jason Brewer, Executive Chairman.
2 Chapman Longley Limited is a Company controlled by
James Longley, Non-Executive Director.
3 Brookborne Limited is a Company controlled by Charles
Tatnall, Non-Executive Director.
4 Bongani Raziya is a Non-Executive Director.
5 Jackline Muchai is a Non-Executive Director.
6 Jason Brewer is Executive Chairman.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
111
24. Related party transactions (continued)
7 Sean Heathcote is Technical Director.
8 Charles Tatnall is a Non-Executive Director and is a Director of Fandango
Holdings PLC.
9 Neo Energy Metals Plc holds 100% shareholding in Neo Uranium Resources
South Africa (Pty) Ltd.
10 James Longley is a Non-Executive Director.
11 James Longley, Non-Executive Director and Charles Tatnall, Non-Executive
Director are both Directors of Plutus Energy Limited.
12 James Longley, Non-Executive Director and Charles Tatnall, Non-Executive
Director are both Directors of Plutus Powergen PLC.
13 DCA Accountants is a company owned by James Longley.
14 Theo Botoulas is an Executive Director.
15 Hargreaves Lansdown Nominees is a company controlled by Charles Tatnall,
Director
25. Performance shares
No awards were made to related parties in the year other than bonuses in shares to three
directors-see Remuneration Report for details.
26. Events after the reporting date
On 2 December 2025 155,555,555 warrants expired.
On 5 December 2025, the Company announced the appointment of a new Chief Financial
Officer,De Wet Schutte.
On 17
December 2025, the Company announced the restoration of trading listing after the
30 September 2024 Annual Financial Statements had been submitted and the Financial
Conduct Authority lifted the trading suspension. On the same day, the Company informed
the market and shareholders of its funding strategy and an update for the Company.
On 19
January 2026, the Company informed the market of a £8 million strategic investment
and placing, whereby the Company confirmed that the initial amount of £1,500,000 has
been advanced for 166,666.666 new ordinary shares at 0.9 pence, and another placement
of £1,000,000 has been secured for 111,111,111 ordinary shares. Upon regulatory
approvals in South Africa, the transaction with Sibanye Stillwater (Section 11) gives the
investor the option to invest a further £6,500,000.
NEO ENERGY METALS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
112
27. Capital commitments
Neo Uranium Resources Beisa Mine (Pty) Ltd signed an agreement to acquire two
prospecting rights from Sunshine Minerals Resources (Pty) Ltd in the year for a price of ZAR
402,500,000 (£17,587,400). A deposit of ZAR 2,500,000 (£109,238) was paid in respect of
the acquisition in the financial year under review. An additional ZAR 5,000,000, along with
26,666,666 shares issued to Sunshine Minerals Resources, was also paid. The outstanding
balance of ZAR 400,000,000 (£17,478,162) is due and payable on a Section 11 registration
at the Department of Minerals and Resources, 50% in cash and 50% in Ordinary Shares of
Neo Energy Metals PLC.
Section 11 concerns the Ministerial Consent required to transfer the Prospecting Rights
under the South African Mineral Resources Petroleum Development Act.
28. Ultimate controlling party
The Directors do not consider there to be one ultimate controlling party, and the significant
shareholders have been disclosed in the Directors’ Report.
29. Prior year reclassification
In the prior year, “Loans to related parties” was incorrectly disclosed as a current liability.
The Directors have confirmed that it is due for repayment by 1 October 2026 and that at both
30 September 2024 and 30 September 2025 it is a non-current liability. Accordingly, the
Consolidated Statement of Financial Position and the Parent Company Statement of
Financial Position have been restated by £1,088,405 and £950,780, respectively, from
current liabilities to non-current liabilities. There was no impact on the Consolidated
Statement of Comprehensive Income nor on the net liabilities as at 30 September 2024 and
30 September 2025.