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Contango Holdings PLC

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Registered number: 10186111

Contango Holdings Plc

Annual Report and Financial Statements

For the year ended 31 May 2025

Parent Company Information

Directors

Oliver Stansfield

Carl Esprey

Gordon Thompson

Yan Huo (appointed 1 April 2025)

Danial Dos Santos (appointed 17 June 2025)

Company Secretary

Graham May

Registered Office

1 Charterhouse Mews

London

EC1M 6BB

Company Registered No. 10186111 (England and Wales)

Auditors

Moore Kingston Smith LLP

Floor

9 Appold Street

London

EC2A 2AP

Broker

Tavira Financial Limited

88 Wood Street

London

EC2V 7DA

Registrars

Avenir Registrars

5 St John’s Lane

London

EC1M 4BH

Contango Holdings PLC

Table of Contents

For the year ended 31 May 2025

Chairman’s Report

..................................................................................................................................

Strategic Report

......................................................................................................................................

Directors’ Report

...................................................................................................................................

Directors’ Remuneration Report

...........................................................................................................

Independent auditor’s report to the members………………………………………………………………..22

Consolidated Statement of Comprehensive Income

............................................................................

Consolidated Statement of Financial Position

......................................................................................

Company Statement of Financial Position

............................................................................................

Consolidated Statement of Changes in Equity

.....................................................................................

Company Statement of Changes in Equity

...........................................................................................

Consolidated Statement of Cash Flows

................................................................................................

Company Statement of Cash Flows

.....................................................................................................

Notes to the Financial Statements

........................................................................................................

Contango Holdings Plc

Chairman’s report

For the year ended 31 May 2025

The period under review has seen Contango Holdings Plc (‘Contango’) pass operational control of

Monaf Investments (Pvt) Limited (‘Monaf’) to Huo Investments Pvt Limited (‘Huo Investments’), following

the signing of the Definitive Agreements on 3 July 2024.

Contango will continue to hold a 24% interest in Monaf and will continue to support Huo Investments in

advancing the Muchesu Mine (‘Muchesu’) into a sustainable mining operation, focused on producing

high-quality coking coal for industrial use across southern Africa.

Remembering that our initial strategy for Muchesu was to progress offtake negotiations with the

objective of securing a contract to underpin development and generate free cash flow for reinvestment.

While those discussions were ongoing, the Board was presented with an alternative, which has unlocked

the project’s potential through a partial sale of our stake in the project to Huo Investments.

In June 2024, following due diligence, an agreement was reached with Huo Investments for their

acquisition of a 51% stake in Monaf, which in turn translated into an associated subscription of

approximately 20% in Contango Holdings Plc.

This agreement provided Contango with:

•

A life-of-mine royalty, including a guaranteed minimum of $2 million per annum;

•

A committed investment of at least $20 million by Huo Investments into Muchesu, equivalent to

Contango’s historic investment; and

•

The refund of Contango’s historic $20 million investment through future revenue streams.

Following the signing of the Definitive Agreements in July 2024, Huo Investments became the

Company’s largest shareholder through its participation in the January 2025 placing. They have since

followed through with their capital commitment to Muchesu’s development, including the delivery and

commissioning of a Dense Media Separation (DMS) plant with a daily yield capacity of 3,000 tonnes of

washed coal, as well as the expansion of the open pit and the construction of coke batteries (ovens).

Funding

During the year, Contango received $700,000 of the first $1,000,000 due under the Mineral Royalty

Agreement, with the remaining $300,000 received in June 2025. The second $1,000,000 is expected by

the end of Q4 2025.

When the DMS plant is fully commissioned and operates at design capacity, royalty payments will

exceed the minimum $2 million per annum as per the terms of the 2024 Definitive Agreement.

In January 2025, the Company raised gross proceeds of £1.85 million through a placing of 191,255,217

new ordinary shares at 1.11p, of which £272,933 was applied to reduce creditor balances.

Revenue and Expenditure

The Group recorded revenue of £nil (2024: £64,218 coal sales) from its investment in Monaf, following

the partial disposal completed in July 2024. A royalty amount of £567,551 ($700,000) was received from

Huo Investments during the year against the deferred consideration receivable asset created on the

sale of 51% of Contango’s original shareholding in Monaf on 3 July 2024. Cash resources were applied

primarily to creditor repayments and strengthening the balance sheet.

Contango Holdings Plc

Chairman’s report

For the year ended 31 May 2025

Liquidity

As at 31 May 2025, the Group held cash and cash equivalents of £3,216 (2024: £1,166).

Outlook

Looking to 2026, Contango is transitioning from an operating company to a royalty-based business

model. The Board will continue to support Huo Investments as it completes the development programme

at Muchesu, with first commercial production targeted for early 2026.

Further updates will be provided in due course on operational progress, including the commissioning of

new coke ovens, alongside confirmation of the receipt of the second Mineral Royalty payment.

On behalf of the Board, I would like to thank shareholders for their continued support and patience as

we progress through this important phase in Contango’s development.

Gordon Thompson

Chairman

29 September 2025

Contango Holdings Plc

Strategic report

For the year ended 31 May 2025

Contango's primary focus during the period was to complete the transfer of control of Monaf to Huo

Investments following the signing of the Definitive Agreements on 3 July 2024.

Muchesu Project ('Muchesu')

The Company currently holds its interest in Muchesu through the Company's 24% investment in Monaf.

The Company sold 51% of its shareholding in Monaf to Huo Investments in return for a life of mine

royalty (including a guaranteed royalty of no less than $2 million per annum) – whereupon it relinquished

full operational control of Monaf.

Muchesu is a sizeable coal asset with a resource in excess of 1.3 billion tonnes identified under NI 43-

101 standard.

Mining activities are currently focused on Block B2, where extensive work has also been

undertaken to define the specific properties of the coal.

The coal seams within Block B2 are from surface

down to a maximum depth of 47m, thus ensuring operating costs are kept competitive.

Block 2 contains

an estimated 96MT of coking coal.

A DMS plant with production capacity of 3,000 tonnes of washed

coal per day has been installed and is now fully operational. The DMS plant has been calibrated to

process coking coal from Muchesu, which is readily available following the pit expansion in Q3 and Q4

2024. The Muchesu Resource was reported on 22 April 2020 by Sumsare Consulting CC prior to the

relisting of the Company in June 2020. The Company Mineral Resource was prepared as per the

guidelines set out in National Instrument 43-101 Standards of Disclosure for Mineral Projects as

published by the Canadian Institute of Mining. It has not been updated since the relisting and remains

as reported below.

Mineral Resource Statement for the Company

Source: Company

Contango Holdings Plc

Strategic report

For the year ended 31 May 2025

Key performance indicators (KPIs)

The Group, together with Huo Investments, continues to focus on the expansion and commercialisation

of the Muchesu Project and the ongoing assessment of its environmental impact.

The Group monitors its performance through four KPIs:

•

To reduce loss per ordinary share on total operations.

•

To reduce recurring UK head office costs.

•

To increase Group net assets.

•

To increase deferred consideration received.

The Group’s performance in 2025 against these KPIs it set out in the table below, together with prior

year performance data.

Funding

During the year the Company was funded through cash raised via share placings and royalty receipts

from Monaf.

Revenue

The Group received revenue of £nil (2024: £64,218 coal sale revenue) from its investment in Monaf,

following the partial disposal completed in July 2024. However, an amount of £567,551 was received

from Huo Investments against the deferred consideration receivable asset created on the sale of 51%

of Contango’s original shareholding in Monaf on 3 July 2024. In the prior year the revenue was derived

from two bulk sample orders for coking coal. This was included in the results of Monaf which is classified

as a discontinued activity in the prior year.

Expenditure

The Group has low ongoing overheads and, during the year under review, devoted the majority of its

cash to paying off creditors and strengthening its balance sheet.

Liquidity, cash and cash equivalents

At 31 May 2025, the Group held cash and cash equivalents of £3,216 (at 31 May 2024 the Group held

£1,166).

Unit

2025

2024

2025

2024

Gain/loss per ordinary share (total

operations)

Pence

0.94

(0.78)

221%

Recurring UK head office costs

554,647

1,515,661

(63%)

Net assets

17,776,970

10,612,516

68%

Deferred consideration received

567,551

100%

Contango Holdings Plc

Strategic report

For the year ended 31 May 2025

Health and safety

During the year, the Company had no reported health and safety incidents that lead to time lost, staff

requiring medical treatment or hospitalisation and no fatalities (2024: nil).

Employees

During the period, with the exception of the Directors, the Group has 6 employees. Of the 6 employees,

one is female, one is from an ethnic minority background and two of the board members of subsidiary

Group companies are from ethnic minority backgrounds. Other people work on a consultancy basis at

present to keep overheads at a minimum. The board of Directors is currently comprised of four males

and one female. One of the board members is from an ethnic minority background. Contango is

committed to promoting and enhancing diversity across all levels of the organisation.

The Group is committed to promoting policies which ensure that high calibre employees are attracted,

retained and motivated, to ensure the ongoing success for the business. Employees and those who

seek to work within the Group are treated equally regardless of gender, marital status, disability, race,

ethnicity or any other basis. Contango provides equal opportunities for career development and

promotion as well as providing employees with appropriate training opportunities. For more information

about the Group’s employees see directors’ remuneration report on pages 17 – 21.

The report does not contain any specific information about social, community and human rights issues

since the Group is still in a pre-recurring revenue stage and collating that information would be onerous

at present.

Environmental

The Muchesu Project underwent a full environmental risk assessment and suitable recommendations

were made and were adopted during Contango’s stewardship which ended on 3 July 2024.

Environmental and safety legislation may change in a manner that may require stricter or additional

standards than those now in effect, a heightened degree of responsibility for companies and their

directors and employees and more stringent enforcement of existing laws and regulations.

Climate Change Disclosures

As a responsible corporate entity operating in the natural resources sector, the Company is committed

to the recognition and disclosure of the potential impacts of climate change on the Company’s business

activities.

Whilst the Company supports the initiatives and recommendations of the Task Force on Climate-related

Financial Disclosures (“TCFD”) it does not consider these applicable to Contango since its transition to

a royalty company with no active mineral extraction projects.

Contango Holdings Plc

Strategic report

For the year ended 31 May 2025

Financial risk management objectives and policies

The Board has overall responsibility for the determination of the Group’s risk management objectives

and policies. It meets periodically to review the effectiveness of the processes put in place and the

appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies

that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and

flexibility.

The Group’s principal financial instruments comprise cash; deferred consideration assets (being the

discounted cashflows expected to be received as consideration for the sale of 51% of its former

shareholding in Monaf); its loan to Monaf;

nd trade and other payables. It is, and has been throughout

the year under review, the Group’s policy that no trading in financial instruments shall be undertaken.

The main risks arising from the Group’s financial instruments are liquidity risk, price risk, foreign

exchange risk and to a lesser extend credit risk. The Board reviews and agrees policies for managing

each of these risks and they are summarised below.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash reserves to fund the Group’s

exploration, development and production activities. Management prepares and monitors forecasts of

the Company’s cash flows and cash balances monthly and ensures that the Group maintains sufficient

liquid funds to meet its expected future liabilities. The Group may raise funds in discrete tranches to

provide sufficient cash resources to manage the activities through to profitability.

Price risk

Although part of the future royalty stream is based on production per tonne, the Group is still exposed

to fluctuating prices of commodities, including coal and coke, if falls in prices mean the new operators

of the Muchesu Mine decide to reduce production.

Foreign exchange risk

The Group operates in a number of overseas jurisdictions and carries out transactions in a number of

currencies including British pound sterling (currency symbol: GBP or GBP£) and United States dollar

(currency symbol: USD or $).

The Group does not have a policy of using hedging instruments but will

continue to keep this under review. The Group operates foreign currency bank accounts to help mitigate

the foreign currency risk.

Credit risk

The Group minimises its credit risk through the Group policy not to provide loans of any sort to third

parties, and loans provided to subsidiaries (together with the loan to Monaf) are monitored regularly for

signs of impairment. Indicators of impairment include factors such as a loss of exploration licences,

Contango Holdings Plc

Strategic report

For the year ended 31 May 2025

increased political risk within a foreign jurisdiction or anticipated inability of a subsidiary to repay the

loan. This process led the Board to conclude that the loan to Contango Gold Mali should be fully impaired

in 2023 and the loan to Contango Holdings Services be fully impaired in the prior year.

The credit risk on liquid funds is low as the counterparts are banks with high credit ratings assigned by

international credit rating bodies. The majority of the Group’s cash holdings during the year were held

at Westpac Bank in Australia which has an A+ credit rating. The carrying value of both financial assets

and liabilities approximates to fair value.

Political risks, including but not limited to:

•

Political stability

•

Enforcement of foreign judgements

•

Potential legal proceedings or disputes may have a material adverse effect on the Group’s

financial performance, cash flow and results of operations

Financial risks, including but not limited to:

•

Foreign exchange effects

•

Valuation of investments

•

Valuation of deferred consideration receivable

•

The Group may not be able to close the previously referenced Definitive Agreements

entered with Huo Investments

•

The Group is reliant on royalty receipts from a single source (Monaf)

•

The Group will be subject to taxation in several different jurisdictions, and adverse changes

to the taxation laws of such jurisdictions could have a material adverse effect on its

profitability

•

The Group’s insurance may not cover all potential losses, liabilities and damage related to

its business and certain risks are uninsured and uninsurable

Commodity prices, including but not limited to:

•

The price of coal and coke may affect production volumes at Muchesu which will have a

direct follow through effect on royalty receipts

The Group’s comments and mitigating actions against the above risk categories are as follows:

Contango Holdings Plc

Strategic report

For the year ended 31 May 2025

Political risks

The Group maintains an active focus on all regulatory developments applicable to the Group, in

particular in relation to disclosure requirements for listed companies.

In recent years the political and security situations in Zimbabwe and Mali have been particularly volatile.

Financial risks

The Board will regularly review management updates provided by Monaf to monitor progress towards

full scale commercial production. This includes updating working capital models, reviewing actual costs

against budgeted costs, and assessing potential impacts on future funding requirements and

performance targets.

Commodity prices

As commercial mining ramps up at Muchesu, the Group will increasingly review changes in commodity

prices and discuss with Huo Investments how these will affect their near term coal production targets.

Streamlined Energy and Carbon Reporting (“SECR”)

Greenhouse gas emissions, energy consumption and energy efficiency disclosures have not been

provided because the Group has consumed less than 40,000kWh of energy during the period in the UK.

Directors’ Section 172 Statement

The Directors believe they have acted in the way most likely to promote the success of the Company

for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

•

Consider the likely consequences of any decision in the long term;

•

Act fairly between the members of the Company;

•

Maintain a reputation for high standards of business conduct;

•

Consider the interests of the Company’s employees;

•

Foster the Company’s relationships with suppliers, customers and others; and

•

Consider the impact of the Company’s operations on the community and the environment.

The Chairman’s Report describes the Company’s activities, strategy and future prospects.

The Board

considers the Company’s major stakeholders to include employees, suppliers, partners and

shareholders.

When making decisions, consideration is given to the interest of each stakeholder group

individually and collectively.

Certain decisions require more weight attached to some stakeholders than

others and while generally seeing the long-term interest of the shareholders as of primary importance,

Contango Holdings Plc

Strategic report

For the year ended 31 May 2025

the directors consider those interests are best served by having regard to the interests of the other key

stakeholder groups and, in fact, to all the section 172 considerations.

The Board considers the Company’s employees essential to the success of the Company and it is

committed to attracting and retaining highly skilled and dedicated employees and contractors. The Board

ensures that the Company endeavours to maintain good relationships with its suppliers through

contracting on standard business terms and paying promptly, within reasonable commercial terms.

The Board recognises its responsibility for setting and maintaining a high standard of behaviour and

business conduct.

The Company is committed to acting with integrity and no special treatment is given

to any group of shareholders and all material information is disseminated through appropriate channels

and available to all through the Company’s corporate presentations, news releases and website.

Carl Esprey

Director on behalf of the Board

29 September 2025

Contango Holdings Plc

Directors’ Report

For the year ended 31 May 2025

The Directors present their report and the audited financial statements for the year ended 31 May 2025.

Principal Activity

The principal activity of the Group during the year was managing the transfer of control of Monaf to Huo

Investments following the signing of the Definitive Agreements on 3 July 2024.

Results

Contango Holdings Plc recorded a profit for the year of £6,650,976 (2024: loss of £4,423,695).

Dividends

No dividend has been paid during the year nor do the Directors recommend the payment of a final

dividend (2024: £nil).

Directors

The Directors who served at any time during the year and to the date of this report were:

Gordon Thompson

Acting Chairman

Oliver Stansfield

Non-Executive Director

Carl Esprey

Chief Executive Officer

Roy Pitchford

Chairman (resigned 1 April 2025)

Yan Huo

Non-Executive Director (appointed 1 April 2025)

Daniel Dos Santos

Executive Director (appointed 17 June 2025)

Details of the Directors’ holding of Ordinary Shares, Warrants and Options are set out in the Directors’

Remuneration Report.

Further details of the interests of the Directors in the Warrants and Options of the Parent Company are

set out in Note 19 of the financial statements.

Share Capital

Contango Holdings Plc is incorporated as a public limited company and is registered in England and

Wales with the registered number 10186111. Details of the Parent Company’s issued share capital,

together with details of the movements during the year, are shown in Note 18. The Parent Company

has one class of Ordinary Share and all shares have equal voting rights and rank pari passu for the

distribution of dividends and repayment of capital.

Substantial Shareholdings

As at 25 August 2025, the Parent Company had been informed of the following substantial interests

over 3% in the issued share capital of the Parent Company.

Holdings

Percentage

Huo Investments Limited

154,750,000

20.42%

Pershing Nominees Ltd

122,393,206

16.15%

Interactive Brokers LLC

93,474,937

12.33%

Hargreaves Lansdown (Nominees) Limited

51,647,405

6.81%

Luna Nominees Ltd

51,125,093

6.74%

Interactive Investor Services Nominees Ltd

25,275,255

3.33%

HSDL Nominees Limited

24,114,627

3.18%

Lynchwood Nominees Limited

24,074,292

3.17%

Contango Holdings Plc

Directors’ Report

For the year ended 31 May 2025

The Directors’ beneficial interests in the Ordinary share capital are disclosed on page 19.

The only employees in the Parent Company are the Directors, who are all considered to be key management

personnel.

Gordon Thompson

Gordon has over 30 years of experience in building, developing and managing mines across the globe,

with an extensive track record in Africa. He is a qualified mining engineer and holds membership of

the Engineering Council of South Africa ECSA.

Over the last 20 years Gordon has held a number of senior executive roles for listed mining companies.

He was Chief Operating Officer from 2017-2019 of copper producing, DRC-focused and ASX-

listed Tiger Resources Limited; Chief Executive Officer for private-equity supported and West

Africa gold-focused Taurus Gold Limited from 2010-2016; and Chief Operating Officer for Central

African Mining & Exploration plc from 2008-2010, helping manage the company's 12,345 employees,

prior to its sale to ENRC for £584M.

Oliver Stansfield

Since 2004 Oliver has primarily focused on equity sales and corporate broking, developing relationships

with a broad range of investors including Funds, Family Offices and High-Net-Worth individuals. During

his career, he has helped raise in excess of £1bn for junior resource companies in a variety of

jurisdictions and across a multitude of commodities. Oliver joined Tavira Financial Limited in January

2022 to help establish a new natural resources corporate broking division. Prior to joining Tavira, Oliver

was the CEO of resource specialist Brandon Hill Capital, where he also acted as Head of Sales.

Oliver is one of the founders of Contango Holdings plc. He is also a Director of private companies Green

Tech Investments PLC and Dionysus Capital PLC.

Carl Esprey

Carl, who qualified as a Chartered Accountant and Chartered Financial Analyst, has built a career in the

natural resource investment and development sector. After beginning his career at Deloitte in

Johannesburg in 2001, Carl joined BHP Billiton in 2004 as an analyst focused on mergers and

acquisitions. After four years at BHP Billiton, Carl used his expertise in the resources industry to move

into equity investment and joined GLG Partners in London in 2008, where he focused on natural

resources investments. In 2014 Carl joined the board of Atlas Development & Support Services Limited

and guided the company through its dual listing on the Growth Enterprise Market Segment of the Nairobi

Securities Exchange, whilst also managing operations across Kenya, Ethiopia and Tanzania. Most

recently, Carl has separately founded Elatio Tech Limited, a Southern-African revenue generating

gaming business and Waraba Gold Limited, a West-African gold exploration company.

Yan Huo

Yan is a Chinese national who resides in Zimbabwe and is a director and 50% shareholder of Huo

Investments (Pvt) Limited, which is the largest shareholder of the Company, with a holding of 20.42%.

Yan is the daughter of Wencai Huo, who owns the balance of 50% of Huo Investments (Pvt) Limited.

Yan is a director of a number of local businesses and has extensive experience within the mineral

exploration space in Zimbabwe.

Corporate Governance Statement

The Board is committed to maintaining appropriate standards of corporate governance. The statement

below, together with the report on Directors’ remuneration on pages 17 to 21, explains how the Group

has observed the principles set out in The UK Corporate Governance Code (“the Code”) as relevant to

the Group and contains the information required by section 7 of the UK Listing Authority’s Disclosure

Rules and Transparency Rules.

Contango Holdings Plc

Directors’ Report

For the year ended 31 May 2025

The Group is a small entity with modest resources. The Group has a clear mandate to optimise the

allocation of limited resources to invest in its assets and support its future plans. As such the Group

strives to maintain a balance between conservation of limited resources and maintaining robust

corporate government practices. As the Group evolves, the Board is committed to enhancing the

Group’s corporate governance policies and practices deemed appropriate to the size and maturity of

the organisation.

Board of Directors

The Board currently consists of two executive Directors, a non-executive chairman and two non-

executive Directors. Four of the directors are male and from white European backgrounds. One director

is female and from an Asian background. It met regularly throughout the year to discuss key issues and

to monitor the overall performance of the Group. With a Board comprising of just one executive and four

non-executive Directors, all matters and committees, such as Remuneration, Audit and Nominations are

considered by the Board as a whole. The Directors will actively seek to expand Board membership to

provide additional levels of corporate governance procedures at the relevant opportunity. The Board

had only met one of the following targets on board diversity as at 31 May 2025:

•

At least 40% of the individuals on its board of directors are women;

•

At least one of the following senior positions on its board of directors is held by a woman: (A) the

chair; (B) the chief executive; (C) the senior independent director; or (D) the chief financial officer;

and

•

At least one individual on the board of directors is from a minority ethnic background.

The reason for not meeting all of the targets is the Group is still in the early stages of growing its business

and does not have the resources to expand the Board at present. Once the business is on a path of

stable, profitable growth it will endeavour to expand the Board and meet the above targets. This is also

the reason why the Board does not have a director appointed from the workforce; a formal workforce

advisory panel; or a designated non-executive Director.

Audit Committee

The Board seeks to present a balanced and understandable assessment of the Group’s position and

prospects in all interim, final and price-sensitive reports and information required to be presented by

statute.

The Directors consider the size of the Group and the close involvement of executive Directors in the

day-to-day operations makes the maintenance of an internal audit function unnecessary. The Directors

will continue to monitor this situation.

External auditor

During the year the Board met with the auditor to discuss the audit process and the matters the auditor

identified during the audit. The Board will continue to meet with the auditor at least twice a year to

consider the results, internal procedures and controls and matters raised by the auditor. The Board

considers auditor independence and objectivity and the effectiveness of the audit process. It also

considers the nature and extent of the non-audit services supplied by the auditor reviewing the ratio of

audit to non-audit fees and ensures that an appropriate relationship is maintained between the Group

and its external auditor.

The Group has a policy of controlling the provision of non-audit services by the external auditor in order

that their objectivity and independence are safeguarded and approved the non-audit services provided

by the external auditors. As part of the decision to recommend the appointment of the external auditor,

the Board takes into account the tenure of the auditor in addition to the results of its review of the

effectiveness of the external auditor and considers whether there should be a full tender process. There

are no contractual obligations restricting the Board’s choice of external auditor. The current auditors,

Moore Kingston Smith LLP, were appointed in August 2024.

Remuneration Committee

There is no separate Remuneration Committee at present, instead all remuneration matters are

considered by the Board as a whole. It meets when required to consider all aspects of directors’ and

staff remuneration, share options and service contracts.

Contango Holdings Plc

Directors’ Report

For the year ended 31 May 2025

Nominations Committee

A Nominations Committee has not yet been established. This is due to the small size of the Company.

Internal financial control

Due to the small size of the Company

there is at present no internal audit function within the business.

However, financial controls have been established so as to provide safeguards against unauthorised

use or misappropriation of the assets, to maintain adequate accounting records and to provide reliable

financial information for internal use. Key financial controls include:

•

The maintenance of adequate records;

•

A schedule of matters reserved for the approval of the Board; and

•

Close involvement of the Directors in the day-to-day operational matters of the Group.

The Board conducts reviews annually to assess the continued effectiveness of the company’s risk

management and internal control systems; and the process used to prepare consolidated accounts. The

Board’s most recent review found that the risk management and internal control systems in place were

still operating effectively and appropriate for an organization of this size.

Attendance at meetings

Four board meetings took place during the year. The attendance of those Directors in place at the year

end at Board and Audit Committee meetings was as follows:

Board

Audit

Number held

Number attended:

Carl Esprey

Oliver Stansfield

Gordon Thompson

Yan Huo *

* Appointed 1 April 2025

Shareholder communications

The Group uses its corporate website (www.contango-holdings-plc.co.uk) to ensure that the latest

announcements, press releases and published financial information are available to all shareholders

and other interested parties.

The AGM is used to communicate with both institutional shareholders and private investors and all

shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that

they can give proper consideration and there is a resolution to approve the Annual Report and financial

statements.

The Group counts all proxy votes and will indicate the level of proxies lodged on each resolution after it

has been dealt with by a show of hands.

Statement of Directors’ Responsibilities in respect of the Annual Report and the financial

statements

The Directors are responsible for preparing the Annual Report and the financial statements in

accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that

law the directors have prepared the group and company financial statements in accordance with UK-

adopted International Accounting Standards.

In preparing these financial statements, the Directors are

required to:

Contango Holdings Plc

Directors’ Report

For the year ended 31 May 2025

•

select accounting policies and then apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

present information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information;

•

state whether applicable UK-adopted International Accounting Standards have been followed,

subject to any material departures disclosed and explained in the financial statements;

•

provide additional disclosures when compliance with the specific requirements in UK-adopted

International Accounting Standards are insufficient to enable users to understand the impact of

particular transactions, other events and conditions on the Company’s and Group’s financial position

and financial performance; and

•

make an assessment of the Company’s and Group’s ability to continue as a going concern, 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 and Group’s transactions and disclose with reasonable accuracy at any time the

financial position of the Company and Group and enable them to ensure that the financial statements

comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the

Company and hence for taking reasonable steps for the prevention and detection of fraud and other

irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a

Strategic Report, Report of the Directors, Annual Report on Remuneration, Directors’ Remuneration

Policy and Corporate Governance Statement that comply with that law and those regulations. The

Directors are responsible for the maintenance and integrity of the corporate and financial information

and statements included on the Company’s website, www.contango-holdings-plc.co.uk. Legislation in

the United Kingdom governing the preparation and dissemination of the financial statements may differ

from legislation in other jurisdictions. The directors' responsibility also extends to the ongoing integrity

of the financial statements contained therein.

The Directors confirm that to the best of their knowledge:

•

The Group 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;

•

This Annual Report includes the fair review of the development and performance of the business

and the position of the Group together with a description of the principal risks and uncertainties

that it faces; and

•

The Annual Report and financial statements, taken as a whole, are fair, balanced and

understandable and provide information necessary for shareholders to assess the Group’s

performance, business and strategy.

Greenhouse Gas Disclosures

The Group has as yet no substantive greenhouse gas emissions to report from the operations of the

Group and does not have responsibility for any other emission producing sources under the Companies

(Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Disclosure and Transparency Rules

Details of the Parent Company’s share capital and warrants are given in Notes 18 and 19 respectively.

The Directors undertook not to sell any of their holdings for a year after admission to the, as then,

standard listing without the consent of the Group and the Group’s broker. There are now no restrictions

on transfer or limitations on the holding of the ordinary shares. None of the shares carry any special

rights with regard to the control of the Parent Company. There are no known arrangements under which

the financial rights are held by a person other than the holder and no known agreements or restrictions

on share transfers and voting rights.

As far as the Group is aware there are no person with significant direct or indirect holdings other than

the Directors and other significant shareholders as shown on page 10 and page 19.

Contango Holdings Plc

Directors’ Report

For the year ended 31 May 2025

The provisions covering the appointment and replacement of directors are contained in the Parent

Company’s articles, any changes to which require shareholder approval. There are no significant

agreements to which the Group is party that take effect, alter or terminate upon a change of control

following a takeover bid and no agreements for compensation for loss of office or employment that

become effective as a result of such a bid.

Auditor Information

The Directors who held office at the date of approval of the Directors’ Report confirm that, so far as they

are each aware, there is no relevant audit information of which the Group’s Auditor is unaware; and

each Director has taken all the steps that he ought to have taken as a Director to make himself aware

of any relevant audit information and to establish that the Group’s Auditor is aware of that information.

Auditor

Moore Kingston Smith LLP was appointed as Auditor of the Group in August 2024 and resolutions for

their re-appointment and for the Directors to determine its remuneration will be proposed at the

forthcoming AGM.

Financial Instruments

The Group has exposure to liquidity risk. Note 2 presents information about the Group’s exposure to

these risks, along with the Group’s objectives, processes and policies for managing the risks.

Events after the reporting period

Note 20 of the financial statements provides further detail on deferred consideration received since the

end of the financial year.

Directors’ Indemnity Provisions

The Group has implemented Directors and Officers Liability Indemnity insurance.

Powers of directors

The directors are responsible for the management of the business and may exercise all powers of the

Company subject to UK legislation and the Company’s Articles of Association, which includes powers

to issue the Company’s shares given by special resolution. The authority to issue shares granted at the

2024 Annual General Meeting was used in the January 2025 placement.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Group has adequate

resources to continue in operational existence for the foreseeable future. The Group entered into binding

agreements with Huo Investments (Pvt) Limited to sell 51% of its shareholding in its subsidiary Monaf.

Huo Investments have agreed to invest up to $20 million in the Muchesu Mine to increase production

capacity and upgrade infrastructure and will pay Contango a royalty based on production. The royalty

will be a minimum of $2 million per annum. Huo Investments also acquired a 20% shareholding in

Contango for $2 million as part of the January 2025 placement. The $2 million was used by Contango

to pay creditors and provide working capital to the Group.

The Directors consider that the $2m minimum royalty will be sufficient funds to cover ongoing running

costs until the Muchesu Mine is making regular cash sales and the Company is receiving regular royalty

payments based on production. However, the Company still has outstanding investor loans of

£4,666,998 as at 31 May 2025, all of which are now overdue for repayment and repayable on demand.

In the event that multiple investors demanded their loans be repaid at the same time the Company would

not have sufficient funds to accommodate this. Whilst noting that this is a possibility, the Company

maintains regular contact with the lenders (all of whom are supportive shareholders) and considers that

investors demanding immediate repayment of their loans is unlikely. However, given this possibility the

directors acknowledge the disclaimer of opinion in respect of going concern. Further details are given in

Note 2 (c) to the financial statements. However, the Directors continue to adopt the going concern basis

in preparing the financial statements.

Contango Holdings Plc

Directors’ Report

For the year ended 31 May 2025

Donations

The Group made no political donations during the year.

Carl Esprey

Director on behalf of the Board

29 September 2025

Contango Holdings Plc

Directors’ Remuneration Report

For the year ended 31 May 2025

Remuneration Policies

The remuneration policy of the Group, which has been in effect from 18 June 2020, is designed to

attract, retain and motivate Directors and senior management of a high calibre with a view to

encouraging commitment to the development of the Group and for long term enhancement of a

shareholder value. The Board believes that shared ownership by Executive Directors strengthens the

link between their personal interests and those of shareholders although there is no formal shareholding

policy in place. There are no other UK-based employees (and never have been) so the directors’

remuneration policy is based on comparisons with salary levels for directors in equivalent companies.

The current Directors’ remuneration comprises a basic fee.

Service contracts

Each of the Directors entered into Service Agreements on 19 May 2020 with the Parent Company and

continue to be employed until terminated by the Group giving three months’ prior notice or the Director

giving three months’ prior notice to save in cases of a material breach of contract when the Executive

Directors can be dismissed without notice.

In the event of termination or loss of office the Director is entitled only to payment of his basic salary in

respect of his notice period. In the event of termination or loss of office in the case of a material breach

of contract the Director is not entitled to any further payment.

The outgoing Chief Executive Officer Carl Esprey was paid at a rate of £60,000 per annum. The

incoming Chief Executive Officer (Daniel Dos Santos), appointed after the year end on 17 June 2025,

will receive a salary of £36,000 per annum. The Chairman is paid at a rate of £24,000 per annum.

Executive Directors are allowed to accept external appointments with the consent of the Board, provided

that these do not lead to conflicts of interest. Executive Directors are allowed to retain fees paid.

Non-Executive Directors are paid at a rate of £18,000 per annum and are required to seek re-election

at the annual general meeting.

The contracts are available for inspection at the Company’s registered office.

Executive remuneration is assessed on an annual basis against director pay in equivalent companies

to ensure that it remains competitive.

Approval by members

The remuneration policy above will be put before the members for approval at the next Annual General

Meeting.

Implementation Report

Particulars of Directors’ Remuneration (the table below is audited)

Particulars of directors’ remuneration, including directors’ warrants which, under the Companies Act

2006 are required to be audited, are given in Notes 5 and 21 and further referenced in the Directors’

Report.

Remuneration paid to the Directors’ during the year ended 31 May 2025:

Executive Director

Salary and

fees (£)

Total

2025

(£)

Carl Esprey

60,000

Roy Pitchford

20,000

Gordon Thompson

18,000

Oliver Stansfield

18,000

Yan Huo

3,000

119,000

Contango Holdings Plc

Directors’ Remuneration Report

For the year ended 31 May 2025

Remuneration paid to the Directors’ during the year ended 31 May 2024:

Executive Director

Salary and

fees (£)

Total

2024

(£)

Carl Esprey

60,000

Roy Pitchford

24,000

Gordon Thompson

18,000

Oliver Stansfield

18,000

120,000

The columns relating to taxable benefit, contribution to pension schemes and annual bonus have not

been used in the tables above because the amounts for both years in these categories in the Group are

£nil.

There was no variable remuneration in either year and total fixed remuneration is as per the totals above.

There were no performance measures associated with any aspect of Directors’ remuneration during the

year.

Payments to past Directors

There are no payments to past Directors.

Payments for loss of office

There were no payments for loss of office during the year.

Bonus and incentive plans

There were no bonus payments made to Directors during the year.

Unpaid Salaries

Due to cashflow constraints all Directors have had their cash salary payments frozen since December

2024. The amount owing in unpaid salaries at the year-end was £36,371. This will be paid when funds

are available.

Unpaid Salaries

2025

2024

(£)

Carl Esprey

16,371

50,000

Roy Pitchford

8,000

18,000

Gordon Thompson

9,000

13,500

Oliver Stansfield

8,240

Yan Huo

3,000

36,371

89,740

Contango Holdings Plc

Directors’ Remuneration Report

For the year ended 31 May 2025

All of the £89,740 owed as at 31 May 2024 was settled in cash in the year. During the year £37,733 was

settled through the issue of shares in the January 2025 placement and £44,896 was paid in cash.

Directors’ interests in shares

The Group has no Director shareholder requirements.

The beneficial interest of the Directors in the Ordinary share capital of the Parent Company was as

follows:

31 May 2025

% of issued

share capital

31 May 2024

% of issued

share capital

Number

2025

Number

2024

Carl Esprey

8,594,437

1.13%

8,594,437

1.52%

Roy Pitchford

1,890,900

0.25%

990,000

0.17%

Oliver Stansfield

13,196,666

1.74%

12,500,000

2.21%

Gordon Thomson

900,900

0.12%

Yan Huo

77,375,000*

10.21%

101,957,903

13.45%

22,084,437

3.90%

Yan Huo owns 50% of Huo Investments Limited which owns 154,750,000 shares in the Company.

The Directors held the following warrants at the end of the year:

Director

Number of

warrants

Number of

warrants

Exercise Price

Earliest

date of

exercise

Latest date of

exercise

2025

2024

Carl Esprey

347,219

Nov 22 Placing

7 Nov 2022

6 Nov 2025

Oliver Stansfield

1,458,333

Nov 21 Placing

Broker

Warrants: 6p

3 Mar 2022

2 Mar 2025

Oliver Stansfield

971,736

Nov 22 Placing

Broker

Warrants: 6p

7 Nov 2022

6 Nov 2025

Oliver Stansfield

1,645,000

Apr 24 Placing

Broker

Warrants: 1p

11 Apr 2024

10 Apr 2027

Remuneration Committee

There is no separate Remuneration Committee at present, instead all remuneration matters are

considered by the Board as a whole. It meets when required to consider all aspects of directors’

remuneration, share options and service contracts.

Shareholder voting at the Annual General Meeting

The Board presented its Directors’ Remuneration Report and the Directors’ Remuneration Policy to its

members at the last Annual General Meeting (AGM) held on 29 November 2024 where it was duly

approved by shareholders.

Contango Holdings Plc

Directors’ Remuneration Report

For the year ended 31 May 2025

2025 CEO Single Figure of Remuneration

The single figure of remuneration for Carl Esprey is £60,000 – which represents his base salary. In the

prior year the single figure remuneration was his £60,000 base salary.

The table above illustrates the total return of Contango shareholders over the years since relisting of

-78% as opposed to the +41% return for the FTSE 350 as a whole.

£0

£50,000

£100,000

£150,000

£200,000

£250,000

£300,000

£350,000

£400,000

2020-21

2021-22

2022-23

2023-24

2024-25

10 Year CEO Single Figure Outcomes (since relisting in 2020)

Base Salary

Share Performance Options

-100%

-50%

50%

100%

150%

May-20

Aug-20

Nov-20

Feb-21

May-21

Aug-21

Nov-21

Feb-22

May-22

Aug-22

Nov-22

Feb-23

May-23

Aug-23

Nov-23

Feb-24

May-24

Aug-24

Nov-24

Feb-25

May-25

Total Shareholder Return

FTSE 350

CGO

Contango Holdings Plc

Directors’ Remuneration Report

For the year ended 31 May 2025

Statement

From incorporation the outset the Board has set out and implemented a policy designed to attract, retain

and motivate executive Directors of the right calibre and ability. There have been no major changes

during the period either in that policy or its implementation, including levels of remuneration and terms

of service for the Directors.

ON BEHALF OF THE BOARD

Carl Esprey

Chief Executive Officer

29 September 2025

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

Disclaimer of opinion

We were engaged to audit the financial statements of Contango Holdings Plc (‘the Company’) and its

subsidiaries (‘the Group’) for the year ended 31 May 2025 which comprise the Consolidated Statement

of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the

Consolidated and Company Statements of Changes in Equity, the Consolidated and Company

Statements of Cash Flows, 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.

We do not express an opinion on the financial statements of the Group or the Company. Because of the

significance of the matters described in the basis for disclaimer of opinion section of our report, we have

not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on

the financial statements.

Basis for disclaimer of opinion

As disclosed in note 2c to the financial statements, the financial statements of the Group and Company

are prepared on the assumption that the Group and Company will continue as a going concern.

On 3 July 2024, the Company entered into an agreement with Huo Investments (Pvt) Limited (Huo

Investments) to sell 51% of its shareholding in its subsidiary Monaf Investments (Pvt) Limited (Monaf).

Huo Investments have agreed to invest up to $20 million in the Muchesu Mine, for which Monaf holds

the mining licence, in order to increase production capacity and upgrade infrastructure, and have agreed

to pay the Company a royalty based on production. The contract includes payment of a royalty which

will be a minimum of $2 million per annum. In addition, Huo Investments have acquired a 20%

shareholding in the Company for $2 million. The $2 million has been used by the Company to pay

creditors and provide working capital to the Company and Group.

As at 31 May 2025, the Group and Company has investor loans amounting to £4,666,998 which are

now overdue for payment as disclosed in Note 16 to the financial statements.

Given that there are inherent uncertainties associated with the development of mining assets, the Group

and Company are not guaranteed to secure additional cash apart from the minimum royalty of $2 million

per annum referred to above. Therefore, the Group and Company may be unable to realise its assets

and discharge its liabilities, including the investor loans referred to above, in the normal course of

business for a period of at least twelve months from the date of approval of the financial statements.

The ability of the Group and Company to have sufficient funds available to continue to operate by

receiving royalty payments based on production and by the investor loans not being called for repayment

are the key assumptions supporting the Directors’ conclusions that it is appropriate to prepare the

financial statements of the Group and Company on a going concern basis. Whilst we understand Huo

Investments has continued to make material investments to enable the start of production and

consequently to allow the Group and Company to continue to operate as a going concern, production

has not yet started, and an offtake agreement has not been signed as at the date of approval of the

financial statements. In addition, whilst the Directors do not have any reason to believe that the investors

will call for repayment of the loans, there can be no certainty in this respect.

As a result, we were unable to obtain sufficient appropriate audit evidence to conclude that the Company

will be able to repay the investor loans. Consequently, we were unable to obtain sufficient appropriate

audit evidence to enable us to conclude on the Group’s and Company’s ability to continue as a going

concern for a period of at least twelve months from the date of approval of the audit report and therefore

whether the use of the going concern basis of preparation of the financial statements is appropriate.

The financial statements do not reflect any adjustments that would be required should the Group and

Company be unable to continue as a going concern.

In addition to the above matter, as disclosed in notes 3(e) and 11, the cost of the retained interest of

Monaf has been calculated as the fair value of the retained interest at the date of transfer of shares as

there is no active market for Monaf shares and mining operations have not commenced.

Additionally, as disclosed in notes 3(f) and 13, the royalty stream referred to above represents deferred

consideration for the disposal of the majority of the Group and Company’s investment in Monaf. The

value of the deferred consideration receivable arising from this royalty stream has been calculated

based on the minimum royalty amount as agreed between the company and Monaf of $2 million per

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

annum. This does not include any production-based royalties which the Group and Company may

receive, due to uncertainties around the commencement of commercial production and finalisation of

offtake agreements.

Consequently, we were unable to obtain sufficient appropriate audit evidence regarding the fair values

of the Monaf investment and the related deferred consideration receivable as set out in notes 11 and

13 respectively which further contributed to us being unable to form an opinion on the financial

statements.

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 financial

reporting risk 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 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 approach, we evaluated controls by performing walkthroughs over

the financial reporting systems identified as part of our risk assessment, reviewed the accounts

production process and addressed critical accounting matters. We then undertook substantive testing

on significant transactions and material account baIances.

In order to address the audit risks identified during our planning procedures, we performed a full scope

audit of the financial statements of the group and the parent company. We performed analytical

procedures over the remaining components, which were individually immaterial but collectively covered

residual group risk.

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.

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

Key audit matter

How our scope addressed the matter -

Going concern (Group and Company)

The Group has made a profit for the year of

£6,478,748

(2024:

Loss

£4,423,695).

However, this was primarily due to the disposal

of the majority of the group’s interests in Monaf

Investments (Pvt) Limited during the year. The

Group had net cash outflows of £133,690

(2024: £104,144 outflow) with a cash balance of

£3,216 (2024: £1,166) at the year end.

The Group has outstanding investor loans of

£4,666,998 (2024: £4,184,740) which are

overdue as at 31 May 2025.

The

Directors

have

prepared

cash

flow

forecasts that show that, in the absence of any

further debt or equity funding, the outstanding

investor loans cannot be fully repaid if

demanded.

Given the outstanding investor loans and the

uncertainty in respect of if and when future

royalty income will be received in excess of the

$2 million minimum, the ability of the Group and

Company to continue in business as a going

concern was considered to be significant risk

and a key audit matter

Our audit work and conclusion in respect of

going concern has been detailed in the basis

for disclaimer of opinion section of our audit

report.

Valuation of investments and deferred

consideration receivable

Determination of the fair value of the retained

investment in Monaf amounting to £474,827

(2024:Nil)

and

deferred

consideration

receivable amounting £6,463,572 (2024: Nil) as

at 31 May 2025 is subject to a high degree of

judgement and based on

management’s

assessment of the likelihood of the level of

production, the profitability and the cash

generated from future royalty payments from

Our audit work and conclusion in respect of

these matters has been detailed in the basis

for disclaimer of opinion section of our audit

report.

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

operations at the Muchesu mine, which is reliant

upon a number of significant assumptions.

Consequently this was considered to be a key

audit matter.

Valuation of related party loans

The carrying value of related party loans due

from Monaf as at 31 May 2025 of £15,882,572

(2024: £15,866,081), set out in notes 2(b) and

13, has not been subject to any provision for

impairment at the reporting date. The company

has agreed the terms of repayment with Monaf

and

considers

the

amount

fully

recoverable.

Given the significance of the amount involved

and judgments applied, recoverability of related

party loans was considered a key audit matter.

The scope of our work included, but was not

restricted to:

•

We critically assessed the current loan

facility agreements and the relevant

clauses

the

sale

and

purchase

agreement (SPA) in respect of the

disposal of the 51% shareholding In

Monaf;

•

We critically assessed management’s

consideration

and

application

impairment triggers in relation to the

outstanding loan balance as at the

reporting date;

•

We critically assessed how settlement of

the loan can be achieved and the

likelihood of settlement;

•

We critically assessed the calculation of

expected credit losses in respect of these

related party loans; and

•

We evaluated the accounting policy and

detailed disclosures to check whether

information provided in the financial

statements is compliant with the group

accounting policies and relevant IFRS

accounting and disclosure requirements.

Key observations

Based on the work performed, we concluded

that the value of related party loans at the

reporting date is not materially misstated.

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

Assessment of whether Contango Holdings

Plc has significant influence over Monaf

Investments (Pvt) Limited

We considered that there was a risk that the

group’s accounting treatment of the remaining

investment in Monaf Investments (Pvt) Limited

was incorrect. Whether the retained investment

should be treated as an investment in an

associate or not was considered a key audit

matter as this would significantly impact the

treatment of the investment in the consolidated

financial statements.

The scope of our work included, but was not

restricted to:

•

We critically assessed management’s

assessment

whether

significant

influence is exercised;

•

reviewed

the

post-disposal

shareholding structure and governance

arrangements (e.g. board seats, voting

rights, decision-making powers) to assess

whether Contango Holdings Plc retains

significant influence in Monaf Investments

(Pty) Limited under IAS 28 or not;

•

We reviewed the SPA and any ongoing

agreements with Monaf Investments (Pvt)

Limited to identify rights that may indicate

significant influence, such as veto rights or

material transactions; and

•

We assessed the adequacy of the

disclosures in the financial statements.

Key Observations

Based on the work performed, we concluded

that

management's

assessment

that

Contango

Holdings

does

not

exercise

significant influence over Monaf Investments

is appropriate and accordingly, the remaining

investment in Monaf Investments is correctly

treated as an 'Investment in equity shares'

and not as 'Investment in an Associate'.

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 readers 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 £347,000 based on a

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

percentage of assets (1%). Based on our professional judgement, we determined materiality for the

Company to be £312,300 based on a percentage of total 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, which is £173,500 and

£156,150 respectively.

We agreed to report to the Audit Committee all audit differences in respect of the Group and Company

in excess of £17,350 and £15,615 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.

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.

Because of the significance of the matter described in the basis for disclaimer of opinion section of our

report, we have been unable to form an opinion whether, 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.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of opinion on the financial statements, in the light of the knowledge and

understanding of the Group and the Company and their environment obtained in the course of the audit,

performed subject to the pervasive limitation described above, we have not identified material

misstatements in the Strategic Report or the Directors’ Report.

Arising from the limitation of our work referred to above:

•

we have not received all the information and explanations we require for our audit; and

•

we were unable to determine whether adequate accounting records have been kept.

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:

•

returns adequate for our audit have not been received from branches not visited by us; or

•

the 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

•

a corporate governance statement has not been prepared by the Company.

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

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 Company or to cease operations, or have no realistic alternative but to do so.

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

Auditor’s Responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the Group’s and Company’s financial statements in

accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our report,

we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion

on these financial statements.

We are independent of the Group and 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, and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

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 Company

and considered that the most significant are the Companies Act 2006, UK adopted International

Accounting Standards, the Listing Rules, the Disclosure Guidance 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.

Contango Holdings PLC

Independent Auditor’s Report To The Members Of Contango Holdings Plc

For the year ended 31 May 2025

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) in August 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

periods ended 31 May 2024 and 31 May 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or

Company and we remain independent of the Group and the 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

Floor

9 Appold Street

London

EC2A 2AP

Contango Holdings PLC

Consolidated Statement of Comprehensive Income

For the year ended 31 May 2025

Year ended

31 May 2025

Year ended

31 May 2024

Notes

Income

Cost of sales

Gross profit

Administrative fees and other expenses

(554,647)

(1,515,661)

Profit on disposal of subsidiary

9,103,167

Impairment of loan to related party

(1,053,412)

Impairment of Mali exploration licences

(23,157)

Operating expenses

7,495,108

(1,538,818)

Finance expense

(795,530)

(957,416)

Total expenses

6,699,578

(2,496,234)

Profit/(loss) before tax

6,699,578

(2,496,234)

Income tax

Profit/(loss) for the year from continuing operations

6,699,578

(2,496,234)

Loss for the year from discontinued operations

(48,602)

(1,927,461)

Profit/(loss) for the period

6,650,976

(4,423,695)

Other comprehensive income

(172,228)

(30,140)

Total comprehensive profit/(loss) for the period

6,478,748

(4,453,835)

Total comprehensive profit/(loss) attributable to

owners of Contango Holdings PLC

6,494,955

(3,819,326)

Total comprehensive loss attributable to non-

controlling interests

(16,207)

(634,509)

Total comprehensive profit/(loss) for the period

6,478,748

(4,453,835)

Total comprehensive profit/(loss) for the year from

continuing operations

6,491,479

(2,516,634)

Total comprehensive profit/(loss) for the year from

discontinued operations

(12,731)

(1,937,201)

Total other comprehensive profit/(loss) for the

period

6,478,748

(4,453,835)

Basic and diluted profit/(loss) per share from

total operations (pence)

0.94

(0.78)

Basic and diluted profit/(loss) per share from

continuing operations

0.95

(0.50)

Basic and diluted profit/(loss) per share from

discontinued operations

(0.01)

(0.28)

The notes to the financial statements form an integral part of these financial statements.

Contango Holdings PLC

Consolidated Statement of Financial Position

As at 31 May 2025

Notes

31 May 2025

31 May 2024

Non-current assets

Investments

472,850

5,811

Other receivables

20,764,724

Property plant and equipment

21,860

43,670

Total non-current assets

21,259,434

49,481

Current assets

Other receivables

1,908,962

164,385

Cash and cash equivalents

3,216

1,166

Total current assets

1,912,178

165,551

Assets held for sale

16,667,773

Total assets

23,171,612

16,882,805

Current liabilities

Trade and other payables

(727,644)

(1,081,195)

Investor loans

(4,666,998)

(4,184,740)

Total current liabilities

(5,394,642)

(5,265,935)

Liabilities relating to assets classified as

held for sale

(1,004,354)

Total liabilities

(5,394,642)

(6,270,289)

Net assets

17,776,970

10,612,516

Equity

Share capital

7,579,793

5,667,240

Share premium

17,423,560

17,285,180

Warrant reserve

1,026,466

2,107,277

Translation reserve

22,668

198,781

Retained earnings

(8,228,654)

(15,980,533)

Total equity

attributable to owners of

Contango Holdings

17,823,833

9,277,945

Non-controlling interests

(46,863)

1,334,571

Total Equity

17,776,970

10,612,516

The notes to the financial statements form an integral part of these financial statements

This report was approved by the board and authorised for issue on 29 September 2025 and signed on its behalf by:

………………………………

Carl Esprey (Director)

Registered number: 10186111

Contango Holdings PLC

Company Statement of Financial Position

As at 31 May 2025


	Notes	31 May 2025	31 May 2024
Non-current assets		£	£
Investments	11	474,827	1,420,888
Other receivables	13	20,764,724	15,866,081
Total non-current assets		21,239,551	17,286,969
Current assets
Other receivables	13	1,915,195	155,345
Cash and cash equivalents	15	17	1
Total current assets		1,915,212	155,346
Total assets		23,154,763	17,442,315
Current liabilities
Trade and other payables	16	(498,438)	(858,201)
Investor loans	16	(4,666,998)	(4,184,740)
Total current liabilities		(5,165,436)	(5,042,941)
Net assets		17,989,327	12,399,374
Equity
Share capital	18	7,579,793	5,667,240
Share premium	18	17,423,560	17,285,180
Warrant reserve	18	1,026,466	2,107,277
Retained earnings		(8,040,492)	(12,660,323)
Total Equity		17,989,327	12,399,374

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not

presented its own Statement of Comprehensive Income in these financial statements. The profit of the Parent Company for the

year was £3,539,020 (2024: £2,525,272 loss).

The notes to the financial statements form an integral part of these financial statements

This report was approved by the board and authorised for issue on 29 September 2025 and signed on its behalf by:

………………………………

Carl Esprey

Director

Registered number: 10186111

Contango Holdings PLC

Consolidated Statement of Changes in Equity

For the year ended 31 May 2025

Share Capital

Premium

Warrant

reserve

Translation

Reserve

Retained

Earnings

Total Equity of

Owners

Non-controlling

Interests

Total

Balance as at 31 May 2023

4,727,240

17,332,180

2,101,664

219,048

(12,181,474)

12,198,658

1,969,080

14,167,738

Loss for the year

(3,799,059)

(624,636)

(4,423,695)

Other comprehensive income

Translation differences

(20,267)

(9,873)

(30,140)

Total comprehensive income for the year

(20,267)

(3,799,059)

(3,819,326)

(634,509)

(4,453,835)

Transactions with owners

Shares issued

940,000

Share issue costs

(47,000)

Warrants issued

5,613

Total transactions with owners

940,000

(47,000)

5,613

898,613

Balance at 31 May 2024

5,667,240

17,285,180

2,107,277

198,781

(15,980,533)

9,277,945

1,334,571

10,612,516

Profit for the year

6,671,068

(20,092)

6,650,976

Other comprehensive income

Translation reserve realised on disposal of

Monaf

(176,113)

Translation differences

3,885

Total comprehensive income for the year

(176,113)

6,671,068

6,494,955

(16,207)

6,478,748

Transactions with owners

Shares issued

1,912,553

210,380

2,122,933

Share issue costs

(72,000)

Warrants expired

(1,080,811)

1,080,811

NCI elimination on disposal of Monaf

(1,365,227)

Total transactions with owners

1,912,553

138,380

(1,080,811)

1,080,811

2,050,933

(1,365,227)

685,706

Balance at 31 May 2025

7,579,793

17,423,560

1,026,466

22,668

(8,228,654)

17,823,833

(46,863)

17,776,970

Contango Holdings PLC

Company Statement of Changes in Equity

For the year ended 31 May 2025


	Share	Share	Warrant	Retained	Total Equity of
	Capital	Premium	reserve	Earnings	Owners
	£	£	£	£	£
Balance as at 31 May 2023	4,727,240	17,332,180	2,101,664	(10,135,051)	14,026,033
Loss for the year	-	-	-	(2,525,272)	(2,525,272)
Other comprehensive income
Translation differences	-	-	-	-	-
Total comprehensive income for the
year	-	-	-	(2,525,272)	(2,525,272)
Transactions with owners
Shares issued	940,000	-	-	-	940,000
Share issue costs	-	(47,000)	-	-	(47,000)
Warrants issued	-	-	5,613	-	5,613
Total transactions with owners	940,000	(47,000)	5,613	-	898,613
Balance at 31 May 2024	5,667,240	17,285,180	2,107,277	(12,660,323)	12,399,374
Profit for the year	-	-	-	3,539,020	3,539,020
Other comprehensive income
Translation differences	-	-	-	-	-
Total comprehensive income for the
year	-	-	-	3,539,020	3,539,020
Transactions with owners
Shares issued	1,912,553	210,380	-	-	2,122,933
Share issue costs	-	(72,000)	-	-	(72,000)
Warrants expired	-	-	(1,080,811)	1,080,811	-
Total transactions with owners	1,912,553	138,380	(1,080,811)	1,080,811	2,050,933
Balance at 31 May 2025	7,579,793	17,423,560	1,026,466	(8,040,492)	17,989,327

Contango Holdings PLC

Consolidated Statement of Cash Flows

For the year ended 31 May 2025

Notes

Year ended

31 May 2025

Year ended

31 May 2024

Operating activities

Profit/(loss) after tax

6,699,578

(2,496,234)

Adjustments for:

Depreciation and amortisation

18,423

45,487

Royalties received against deferred consideration

567,551

Share based payment transactions

5,613

Loan facility fees

507,258

924,558

Impairment of listed investment

3,994

34,260

Impairment of exploration licences

23,157

Gain on disposal of subsidiary

(9,103,167)

Foreign exchange reserves eliminated on disposal

of subsidiary

(172,623)

Impairment of loan

1,053,412

Changes in working capital

(Increase)/decrease in trade and other receivables

(327,542)

52,515

Decrease in trade and other payables

(1,084,972)

(205,186)

Cash used in continuing operating activities

(1,838,088)

(1,615,830)

Cash used in discontinued operating activities

(48,602)

(425,790)

Decrease in cash from operating activities

(1,886,690)

(2,041,620)

Investing activities

Net cash used investing in discontinued operating

activity

(1,163,524)

Net cash outflow from investing activities

(1,163,524)

Financing activities

Ordinary shares issued

1,850,000

940,000

Share issue costs

(72,000)

(47,000)

(Repayment of)/proceeds from investor loans

(25,000)

2,208,000

Net cash generated from financing activities

1,753,000

3,101,000

Decrease in cash and cash equivalents

(133,690)

(104,144)

Cash and cash equivalents at the start of the period

1,166

75,692

Effect of foreign exchange rate changes

135,740

29,618

Cash and cash equivalents at the end of the

period

3,216

1,166

The non-cash transaction in the year was the settlement of £272,933 of trade and other payables through shares

issued during the January 2025 placement.

Contango Holdings PLC

Company Statement of Cash Flows

For the year ended 31 May 2025


		Year	Year
		ended	ended
	Notes	31 May 2025	31 May 2024
		£	£
Operating activities
Profit/(loss) after tax		3,539,020	(2,525,272)
Adjustments for:
Share based payment transactions		-	5,613
Royalties received against deferred consideration		567,551	-
Impairment of listed investment		3,994	34,260
Impairment of loan to subsidiary		-	257,020
Impairment of exploration licence		-	23,157
Gain on disposal of subsidiary		(6,089,056)	-
Loan facility fees		507,258	924,558
Changes in working capital
(Increase)/Decrease in trade and other receivables		(163,309)	194
(Decrease)/Increase in trade and other payables *		(86,830)	600,965
Decrease in cash from operating activities		(1,721,372)	(679,505)
Investing activities
Loans to subsidiaries		(31,612)	(2,402,696)
Net cash outflow from investing activities		(31,612)	(2,402,696)
Financing activities
Ordinary shares issued	18	1,850,000	940,000
Share issue costs		(72,000)	(47,000)
Proceeds from investor loans		(25,000)	2,208,000
Net cash inflow from financing activities		1,753,000	3,101,000
Increase in cash and cash equivalents		16	18,799
Cash and cash equivalents at the start of the period		1	4,382
Effect of foreign exchange rate changes		-	(23,180)
Cash and cash equivalents at the end of the
period		17	1

The non-cash transaction in the year was the settlement of £272,933 of trade and other payables through shares

issued during the January 2025 placement.

The notes to the financial statements form an integral part of these financial statements

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

General information

The Parent Company was incorporated in England and Wales under the Laws of England and

Wales with registered number 10186111 on 18 May 2016.

The acquisition of the Lubu coalfield project (now known as the Muchesu Mine) by the Parent

Company took place on the 18 June 2020 and the Parent Company’s shares were readmitted

for trading on the London Stock Exchange. The Parent Company acquired 75% of the shares

of Monaf Investments (Pvt) Limited (“Monaf”), which owns the Muchesu Mine.

On 3 July 2024 the Company announced that it had entered into binding agreements with Huo

Investments to sell 51% of its shareholding in its subsidiary Monaf. Huo Investments took over

control of Monaf on 3 July 2024 and it was deconsolidated from the Group financial statements

at that date. Huo Investments have agreed to invest up to $20 million in the Muchesu Mine to

increase production capacity and upgrade infrastructure and will pay Contango a royalty based

on production. The royalty will be a minimum of $2 million per annum for the life of the mine

paid monthly in arrears. The royalty per tonne produced will be as follows: $2 for thermal coal;

$4 for industrial coal; and $8 for coking coal. Huo Investments also acquired a 20% shareholding

in Contango Holdings for $2 million in the placement on 24 January 2025.

Summary of Significant Accounting Policies

The Board has reviewed the accounting policies set out below and considers them to be the

most appropriate to the Group’s business activities.

Basis of Preparation

The consolidated financial statements have been prepared in accordance with the Companies

Act 2006, and UK adopted International Accounting Standards. The financial statements have

been prepared under the historical cost convention as modified for certain financial assets

carried at fair value.

The Directors anticipate that all of the pronouncements will be adopted in the Group’s

accounting policies for the first period beginning on or after the effective date of the

pronouncement.

The financial information of the Group is presented in British Pound Sterling (“£”) rounded to

the nearest £.

The functional currency of the Group is British Pound Sterling (“£”).

b) Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Parent

Company; Contango Gold Mali (“CGM”) following the acquisition of 75% of the share capital on

14 October 2020; Contango Holdings Services Pty Limited which was incorporated on 12

November 2021 with the Parent Company as the sole shareholder and Monaf Investments (Pvt)

Limited until its deconsolidation on 3 July 2024.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the

Group obtains control. Control is achieved when the Group is exposed, or has rights, to variable

returns from its involvement with the investee and has the ability to affect those returns through

its power over an investee, including:

• the contractual arrangement with the other vote holders of the investee;

• rights arising from other contractual arrangements; and

• the Group’s voting rights and potential voting rights.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate

that there are changes to one or more of the three elements of control. Subsidiaries are fully

consolidated from the date on which control is transferred to the Group. They are

deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a

subsidiary acquired or disposed of during the period are included in the Consolidated Financial

Statements from the date the Group gains control until the date the Group ceases to control the

subsidiary.

All intra-group balances, transactions, income and expenses and profits and losses resulting

from intragroup transactions that are recognised in assets, are eliminated in full.

c) Going concern

During the year the Group made a profit from total operations of £6,650,976 (2024: £4,423,695

loss). However, this was primarily due to the accounting effects of the deconsolidation of Monaf

and the Group had a net cash outflow of £133,690 (2024: £104,144 outflow) with a cash

balance of £3,216 (2024: £1,166) at the year end.

On 3 July 2024 the Group entered into binding agreements with Huo Investments (Pvt) Limited

to sell 51% of its shareholding in its subsidiary Monaf. Huo Investments have agreed to invest

up to $20 million in the Muchesu Mine to increase production capacity and upgrade

infrastructure and will pay Contango a royalty based on production. The royalty will be a

minimum of $2 million per annum. Huo Investments also acquired a 20% shareholding in

Contango for $2 million during the January 2025 placement. The $2 million was used by

Contango to pay creditors and provide working capital to the Group.

Huo Investments has invested a considerable amount of money upgrading the mine

infrastructure but due to the depressed global coal price have decided not to start commercial

production yet. The Directors believe that the $2m minimum royalty payment will be sufficient

funds to cover ongoing running costs until the Muchesu mine is making regular cash sales and

the Company is receiving regular royalty payments based on production. However, the

Company still has outstanding investor loans of £4,666,998 as at 31 May 2025, all of which

are now overdue for repayment and repayable on demand. In the event that multiple investors

demanded their loans be repaid at the same time the Company would not have sufficient funds

to accommodate this. Whilst noting that this is a possibility, the Company maintains regular

contact with the lenders (all of whom are supportive shareholders) and considers that investors

demanding immediate repayment of their loans is unlikely.

However due to the inherent uncertainties associated with the development of mining assets

neither the financial success of the Muchesu Mine, nor the raising of any further finance, can

be guaranteed. Whilst the Directors are confident that the Muchesu Mine will soon be

consistently revenue generating as ongoing offtake negotiations are finalised, this is not

guaranteed. The audit report includes a disclaimer of opinion in respect of going concern.

However, the Directors have, at the time of approving the financial statements, a reasonable

expectation that the Group will have adequate resources to continue in operational existence

for the foreseeable future, which is defined as twelve months from the signing of this report.

For this reason, the Directors continue to adopt the going concern basis in preparing the

financial statements.

Standards and interpretations issued but not yet applied

Below is a list of new and revised IFRSs that are not yet mandatorily effective (but allow early

application) for the year ended 31 May 2025 and have not been early adopted by the Group.

These standards are not expected to have a material impact on the Group in the future reporting

periods and on foreseeable future transactions.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

| | |
| --- | --- |
| | |
| | Effective periods |
| IFRS accounting standards | beginning on or after |
| Amendments to IAS 21 The Effects of Changes in Foreign | |
| Exchange Rates: Lack of Exchangeability | 1 January 2025 |
| Amendments to IFRS 9, Financial Instruments and IFRS 7, | |
| Financial

Instruments:

Disclosures,

Classification

and | |
| Measurement of Financial Instruments | 1 January 2026 |
| IFRS 18 Presentation and Disclosures in Financial Statements | 1 January 2027 |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |

There were no new or amended standards adopted in the year that were relevant to the Group.

Taxation

In future years when tax will be payable it will be based on the taxable profit for the period.

Taxable profit differs from net profit as reported in the income statement because it excludes

items of income or expense that are taxable or deductible in other periods and it further

excludes items that are never taxable or deductible. The Group’s liability for current tax is

calculated using tax rates that have been enacted or substantively enacted by the reporting

date.

Deferred tax is provided for using the liability method on temporary differences at the

reporting date between the tax basis of assets and liabilities and their carrying amounts for

financial reporting purposes. Deferred tax liabilities are recognised in full for all temporary

differences. Deferred tax assets are recognised for all deductible temporary differences

carried forward of unused tax credits and unused tax losses to the extent that it is probable

that taxable profits will be available against which the deductible temporary differences and

carry-forward of unused tax credits and unused losses can be utilised. The carrying amount

of deferred tax assets is assessed at each reporting date 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

deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each

reporting date and are recognised to the extent that is probable that future taxable profits will

allow the deferred tax asset to be recovered.

Property, plant and equipment

All items of property, plant and equipment are stated at historical cost less depreciation and

impairment. Historical cost includes expenditure that is directly attributable to the acquisition.

Subsequent costs are included in the asset’s carrying value when it is considered probable

that future economic benefits associated with the item will flow to the Group and the cost of

the item can be measured reliably. Depreciation is charged to the profit or loss on a straight-

line basis as follows:



Motor vehicles 20% - 33.3%
Office furniture and equipment 33.3%
Plant and equipment – 20%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each

reporting date. Gains and losses on disposals are determined by comparing proceeds with

carrying amount and are included in profit or loss.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

Impairment of property, plant and equipment

Whenever events or changes in circumstance indicate that the carrying amount of an asset

may not be recoverable an asset is reviewed for impairment. An asset’s carrying value is

written down to its estimated recoverable amount (being the higher of the fair value less costs

to sell and value in use) if that is less than the asset’s carrying amount.

Financial Instruments

The Group applies IFRS 9 which sets out requirements for recognising and measuring

financial assets and financial liabilities. A financial instrument is any contract that gives rise

to a financial asset of one entity and a financial liability or equity instrument of another.

Financial Assets and Investments

On initial recognition, a financial asset or investment is classified as measured at amortised

cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or

loss (FVTPL).

As at the reporting date the Group holds cash; its remaining 24% investment in Monaf

Investments (Pvt) Limited; deferred consideration receivable being the discounted cashflows

expected to be received as consideration for the sale of 51% of its former shareholding in

Monaf; and its loan to Monaf. The 24% investment in Monaf Investments (Pvt) Limited and

the deferred consideration receivable are held at FVTPL.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Group are classified according to

the substance of the contractual arrangements entered into and the definitions of a financial

liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the

Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds

received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or

loss or financial liabilities measured at amortised cost.

Financial liabilities are classified as at fair value through profit or loss if the financial liability

is either held for trading or it is designated as such upon initial recognition.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and

are subsequently measured at amortised cost, where applicable, using the effective interest

method, with interest expense recognised on an effective yield basis.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations

are discharged, cancelled or they expire.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

Cash and cash equivalents

Cash and cash equivalents comprises cash held in bank accounts and in petty cash floats

across the Group.

h) Warrants

Warrants classified as equity are recorded at fair value as of the date of issuance in the

Consolidated and Company Statements of Financial Position and no further adjustments to their

valuation are made. Management estimates the fair value of these liabilities using the Black

Scholes option pricing model and assumptions that are based on the individual characteristics

of the warrants or instruments on the valuation date, as well as assumptions for future financing,

expected volatility, expected life, yield, and risk-free interest rate as detailed in note 19.

Financial Risk Management Objectives and Policies

The Group’s significant financial instruments include bank balances, trade payables and

accruals. Details of these financial instruments are disclosed in respective notes. The risks

associated with these financial instruments, and the policies on how to mitigate these risks are

set out in Note 14. The management manages and monitors these exposures to ensure

appropriate measures are implemented on a timely and effective manner.

The Group raises funds as required on the basis of budgeted expenditure and inflows. When

funds are sought, the Group balances the costs and benefits of equity and debt financing.

j) Foreign currency

Transactions in foreign currencies are translated to the functional currency (British Pound

Sterling) at the exchange rates ruling at the dates of the transactions. Monetary assets and

liabilities denominated in foreign currencies at the reporting date are retranslated to the

functional currency at the exchange rate at that date. Exchange differences arising on the

retranslation of balances at the year-end are recognised in other comprehensive income whilst

exchange differences arising from transactions are posted to the Income Statement.

k) Listed investments

Listed investments are initially measured at cost and subsequently at fair value with any change

therein recognised in profit or loss. However, where an investment is traded infrequently and a

true market value is difficult to measure the Group has decided that it is prudent to measure the

investment at the lower of cost and market value.

Convertible debt and investor loans

Convertible loan notes where conversion into equity is mandatory but the price is based upon

the prevailing market price at the time of conversion are treated as debt.

Earnings per share

The Group presents basic earnings per share (EPS) data for its Ordinary Shares. Basic EPS is

calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the

weighted average number of Ordinary Shares outstanding during the year.

Assets held for sale

Non-current assets (or disposal groups) are classified as assets held for sale when their carrying

amount is to be recovered principally through a sale transaction and a sale is considered highly

probable. They are stated at the lower of carrying amount and fair value less costs to sell and

are presented separately in the income statement as discontinued operations, and the

associated assets and liabilities of the disposal group are presented as separate line items in

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

the Consolidated Statement of Financial Position as Group disposal assets and Group disposal

liabilities.

Segmental reporting

Segment information is presented on the basis of management’s perspective and relates to the

parts of the Group that are defined as operating segments. Segment information is analysed on

the basis of the type of activity performed and geographic location.

Key accounting judgements and sources of estimation uncertainty

The preparation of financial statements in conformity with UK-adopted International Accounting

Standards requires management to make estimates and assumptions that affect the reported

amounts of income, expenditure, assets and liabilities. Estimates and judgements are

continually evaluated, including expectations of future events to ensure these estimates to be

reasonable.

The estimates and associated assumptions are based on historical experience and various

other factors that are believed to be reasonable under the circumstances, the results of which

form the basis of making the judgements about carrying values of assets and liabilities that are

not readily apparent from other sources. Actual results may differ from these estimates.

Key accounting judgements

a) Going concern

The use of the going concern basis of preparation is assessed to be a significant judgement

which is detailed in accounting policy note 2c.

Recoverability of Loans to Subsidiaries and Related Parties

Following the Group’s adoption of IFRS 9 the directors have assessed the likelihood that the

loans advanced by the Parent Company to its operating subsidiary in Mali and investment in

Zimbabwe will not be repaid. Repayment is dependent upon successful monetisation of the

Group’s exploration assets in those countries.

The loan to Contango Gold Mali was fully impaired as at 31 May 2025 and 31 May 2024. The

directors do not consider there to be any change to the status of this impairment because both

exploration licences in Mali have now expired and there are no plans to apply for renewal.

Following the sale of 51% of the Group’s stake in Monaf and the investment in plant upgrades

by Huo Investments, the Directors consider that there is no significant change in their ECL

assessment that the Monaf loan as at 3 July 2024 will be fully repaid. Repayment of the loans

(as stipulated in one of the Definitive Agreements) will start 18 months after commencement of

commercial operations. However, £1,053,412 previously transferred by the Group to Monaf to

pay historic creditors was not part of the Definitive Agreements and will not be repaid. This has

been fully impaired during the year.

Valuation of Warrants

The Group use Black Scholes valuation models to value warrants issued during the year. These

require judgement to be used by management as to the variables used to populate the model.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

Disposal group (asset held for sale)

51% of the Group’s 75% holding in Monaf is in the process of being sold to Huo Investments

(Private) Limited in return for a royalty based on production worth a minimum of $2 million a

year. Once commercial production starts the Group expects royalty receipts based on

production to be in excess of the $2 million minimum per year it is receiving currently. A binding

agreement was announced on 3 July 2024 (at which point control passed to Huo Investments)

and all local approvals for the share transfer to Huo Investments are expected to be obtained

by the end of the calendar year. Consequently Monaf Investments was categorised as a

disposal group (asset held for sale) in the prior year consolidated financial statements and was

fully deconsolidated as at 3 July 2024 during the current year.

The passing of control to Huo Investments on 3 July 2024 meant that the Group was no longer

responsible for any operational costs incurred in running Monaf and developing the Muchesu

Mine from that date. However, at the same time the Group no longer has operational control of

Monaf meaning that all commercial decisions regarding the operation of the Muchesu Mine are

now made by Huo Investments. As such the directors have assessed that the Group does not

have significant influence over Monaf from 3 July 2024.

Fair value of retained interest in Monaf

The fair value of the 24% retained interest in Monaf has been calculated as approximately one

third of the prior year book value of the 75% shareholding in Monaf.

Fair value of deferred consideration receivable

The fair value of the deferred consideration receivable has been calculated based on the

discounted $2 million per year minimum royalty since the Muchesu Mine has not yet started

commercial production. The minimum royalty stream has been discounted using a weighted

average cost of capital (WACC) of 12.5% between 2024 and the end of the current mining

licence in 2043. The tax rate used is the UK corporation tax rate of 25%.

Segment Reporting

The directors consider that the Group’s continuing activities comprise two business and

geographic segments, head office in the UK and the now discontinued mine development in

Africa.



	Head office (UK)	Discontinued	Total
		Mine
		development
		(Africa)
	£	£	£
Year ended 31 May 2025
Administrative expenses	(1,350,177)	(48,602)	(1,398,779)
Impairment of loan	(1,053,412)	-	(1,053,412)
Gain on disposal of
subsidiary	9,103,167	-	9,103,167
Profit/(loss) for the year
from operations	6,699,578	(48,602)	6,650,976
Year ended 31 May 2024
Administrative expenses	(2,490,621)	(1,904,304)	(4,394,925)
Impairment of intangible
assets	-	(23,157)	(23,157)

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

| | | | |
| --- | --- | --- | --- |
| | |
| Warrant issue costs | (5,613) | - | (5,613) |
| Loss for the year from | | | |
| operations | (2,496,234) | (1,927,461) | (4,423,695) |

The segment assets and liabilities at 31 May and the capital expenditure for the year then ended

are as follows:



			Discontinued
			mine
	Head office	Dormant	development
	(UK)	(Mali)	(Zimbabwe)	Group
	£	£	£	£
2025
Non-current assets	21,237,574	21,860	-	21,259,434
Liabilities	(5,175,571)	(219,071)	-	(5,394,642)
Capital Expenditure -	-	-	-	-
PPE
Capital Expenditure –	-	-	-	-
intangible assets
2024
Non-current assets	5,811	43,670	-	49,481
Liabilities	(5,046,483)	(219,452)	(1,004,354)	(6,270,289)
Capital Expenditure -	-	-	(186,008)	(186,008)
PPE
Capital Expenditure –	-	-	(977,516)	(977,516)
intangible assets

Non-current assets comprise exploration and development assets, property plant and

equipment, and investments.

Staff numbers and costs

The average number of persons employed (including directors) during the financial year,

analysed by category, was as follows:



	31 May 2025		31 May 2024
	Group	Company	Group	Company
Directors	4	4	4	4
Senior management	5	-	7	-
Staff	1	-	22	-
	10	4	33	4

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

The aggregate personnel costs were

as follows:


	31 May 2025		31 May 2024
	Group	Company	Group	Company
	£	£	£	£
Directors’ fees	119,000	119,000	120,000	120,000
Staff salaries	276,295	223,032	574,803	-
Total personnel costs	395,295	342,032	694,803	120,000

Profit/(loss) before tax


Profit/(loss) before income tax is stated after
charging:	Year	Year
	ended	ended
	31 May 2025	31 May 2024
	£	£
Warrant charge	-	(5,613)
Foreign exchange differences	4,284	(327)
Depreciation	(18,423)	(45,487)
Profit on disposal of subsidiary	9,103,167	-
Impairment of loan to related party	(1,053,412)	-

Auditor’s remuneration


The analysis of auditor’s remuneration is as
follows:	Year	Year
	ended	ended
	31 May 2025	31 May 2024
	£	£
Fees payable to the Company’s auditor and
their associates for the audit of the
Company’s annual accounts	75,000	75,000
Fees payable to the component auditor for
the audit of the Company’s subsidiary	-	5,504

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

Earnings

/(l

oss) per Ordinary Share

The calculation of the basic and diluted earnings/(loss) per Ordinary Share is based on the

following data:



	Year	Year
	ended	ended
	31 May	31 May
	2025	2024
Earnings
Profit/(loss) from operations for the period
attributable to the equity holders of the Parent
Entity	6,671,068	(3,799,059)
Profit/(loss) from continuing operations for the
period attributable to the equity holders of the
Parent Entity	6,705,089	(2,449,836)
Loss from discontinued operations for the period
attributable to the equity holders of the Parent
Entity	(34,021)	(1,349,223)
Number of Ordinary Shares
Weighted average number of Ordinary Shares
for the purpose of basic and diluted earnings per
Ordinary Share (number)	706,212,402	485,858,270
Basic and diluted earnings/(loss) per Ordinary
Share (pence)	0.94	(0.78)
Basic and diluted earnings/(loss) per Ordinary
Share (pence) on continuing activities	0.95	(0.50)
Basic and diluted loss per Ordinary Share
(pence) on discontinued activities	(0.01)	(0.28)

Due to the loss in the prior year the warrants in issue at 31 May 2024 are anti-dilutive.

See Note 19 for information on warrants in issue.

Income tax

The taxation charge for the year can be reconciled to the profit/(loss) per the Statement of

Comprehensive Income as follows:



	Year ended	Year ended
	31 May 2025	31 May 2024
	£	£
Profit/(loss) before tax	6,699,578	(2,496,234)
Tax at UK corporation tax rate of 25% (2024:	1,674,895	(624,059)
25%)
Less:
Tax effect of expenses that are not	264,351	98,322
deductible for tax purposes
Gain on disposal of subsidiary	(2,275,792)	-
Tax effect of UK losses not recognised	336,546	525,737
Income tax recognised in profit or loss	-	-

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

The Group has UK tax losses of approximately £6,831,363 (2024: £6,117,187) to carry forward

against future profits. The Directors have not recognised a deferred tax asset on the losses to

date due to the uncertainty of the timing of future taxable profits.

Discontinued activities

The single line item discontinued operations in 2024 represents the Group’s share in the loss of

Monaf Investments (Pvt) Limited.



	Year ended	Year ended
	31 May 2025	31 May 2024
	£	£
Revenue	-	64,218
Cost of sales	-	(408,548)
Gross loss	-	(344,330)
Administrative fees and other expenses	(48,602)	(1,583,131)
Operating loss	(48,602)	(1,583,131)
Finance expense	-	-
Loss before tax	(48,602)	(1,927,461)
Income tax	-	-
Loss for the year from discontinued
operations	(48,602)	(1,927,461)

There were cash outflows of £48,602 from discontinued operations relating to Monaf

Investments in the consolidated statement of cash flows (2024: £1,589,314). Control of Monaf

passed to Huo Investments upon the signing of the Definitive Agreements on 3 July 2024 and

Monaf was deconsolidated from the Contango Group at this date. Please see Note 17.

Investments



	31 May 2025		31 May 2024
	Group	Company	Group	Company
	£	£	£	£
Monaf Investments
(Pvt) Limited	471,033	471,033	-	1,413,100
Contango Gold Mali
Sarl	-	1,922	-	1,922
Contango Holdings
Services Pty Limited	-	55	-	55
Waraba Gold Limited	1,817	1,817	5,811	5,811
	472,850	474,827	5,811	1,420,888

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

| | | | |
| --- | --- | --- | --- |
| | | Country of | |
| | | Incorporation | |
| | | and principal | |
| | Proportion | place of | |
| Subsidiary | Held | business | Nature of Business |
| Contango Gold Mali | 75% | Mali | Dormant |
| Contango Holdings Services Pty Ltd | 100% | Australia | Treasury services |

The investment in Waraba Gold Ltd (a company listed on the Toronto Stock Exchange) consists

of 675,000 ordinary shares and 378,000 warrants. These were purchased for a combined

amount of CAD106,300 or CAD0.1575 per share. As at 31 May 2025 the shares were trading

at CAD0.005 per share. Consequently the value of the investment was impaired to reflect the

fall in the market value of Waraba Gold. The warrants expired in 2022. Carl Esprey is chief

executive officer of Waraba Gold Ltd.

Control of Monaf passed to Huo Investments upon the signing of the Definitive Agreements on

3 July 2024 and Monaf was deconsolidated from the Contango group at this date. Contango

sold 51% of its shareholding in Monaf to Huo Investments in return for a royalty based on

production – retaining an investment of 24% of Monaf within the Group. Please see Note 17.

The valuation of the royalty stream due from Monaf (prior to the start of commercial production)

has been calculated at £6,463,572 based on the minimum payment of $2 million per annum up

to the end of the current mining licence in 2043. The royalty stream has been discounted at a

WACC rate of 12.5% between 2024 and the end of the current mining licence in 2043. The

directors have completed sensitivity analysis on the valuation of the deferred consideration

receivable. A decrease in the WACC used to 7.5% and increase to 17.5% would result in the

carrying value of deferred consideration receivable being £10,738,895 and £5,586,858

respectively. The tax rate used is the UK corporation tax rate of 25%. UK corporation tax will be

payable in the year royalty receipts are received. The net asset value of Monaf held within the

Group (including the $20 million owed to Contango by Monaf) as at 3 July 2024 was £1,648,884.

Excluding the loan the net asset value was £14,233,688. The fair value of the 24% retained

interest in Monaf has been calculated as approximately one third of the prior year book value of

the 75% shareholding in Monaf.

Property Plant and Equipment

| | | | | |
| --- | --- | --- | --- | --- |
| | Motor | Plant and | Office | Total |
| | Vehicles | Equipment | Equipment | |
| | £ | £ | £ | £ |
| Cost | | | | |
| At 1 June 2024 | 83,250 | 88,078 | 2,735 | 174,063 |
| Additions | - | - | - | - |
| Disposals | - | - | - | - |
| Exchange | | | | |
| differences | (2,887) | (497) | (3) | (3,387) |
| At 31 May 2025 | 80,363 | 87,581 | 2,732 | 170,676 |
| Accumulated | | | | |
| Depreciation | | | | |
| At 1 June 2024 | 83,250 | 44,715 | 2,428 | 130,393 |
| Charge for | | | | |
| period | (2,887) | 21,206 | 104 | 18,423 |
| At 31 May 2025 | 80,363 | 65,921 | 2,532 | 148,816 |
| Net Book Value | | | | |
| At 31 May 2025 | - | 21,660 | 200 | 21,860 |
| At 31 May 2024 | - | 43,363 | 307 | 43,670 |

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

Other receivables

| | | | | |
| --- | --- | --- | --- | --- |
| | 2025 | 2025 | 2024 | 2024 |
| | Group | Company | Group | Company |
| | £ | £ | £ | £ |
| Non-current | | | | |
| Subsidiary loans | - | - | - | 15,866,081 |
| Deferred consideration | | | | |
| receivable | 4,882,152 | 4,882,152 | - | - |
| Loan to related party | 15,882,572 | 15,882,572 | - | - |
| | 20,764,724 | 20,764,724 | - | 15,866,081 |
| Current | | | | |
| Prepayments | 45,599 | 40,456 | 28,545 | 23,351 |
| Deferred consideration | | | | |
| receivable | 1,581,420 | 1,581,420 | - | - |
| Other receivables | 281,943 | 293,319 | 135,840 | 131,994 |
| | 1,908,962 | 1,915,195 | 164,385 | 155,345 |

The circa $20m loaned by Contango to Monaf prior to control passing to Huo Investments on 3

July 2024 is addressed as part of the Definitive Agreements signed on that date. Under the

terms of the agreement the loan will be repaid over 40 equal quarterly payments of circa

$575,000 commencing 18 months after the start of commercial production. Interest will accrue

at a rate of SOFR plus 5% starting 18 months after the start of commercial production. The loan

is repayable by Monaf within 40 business days of receiving written notice from Contango

Holdings.

The valuation of the deferred consideration receivable (royalty stream) due from Monaf (prior to

the start of commercial production) has been calculated based on the minimum payment of $2

million per annum. The royalty stream has been discounted at a WACC rate of 12.5% between

2024 and the end of the current mining licence in 2043. Please see Note 11 for sensitivity

analysis completed on the WACC rate. The tax rate used is the UK corporation tax rate of 25%.

The deferred consideration receivable has been split between current assets (that due over the

next year) and non-current assets (the amount due from 2027 and 2043).

Categories of financial instruments


	2025	2025	2024	2024
	Group	Company	Group	Company
	£	£	£	£
Financial assets at
amortised cost
Cash and cash equivalents	3,216	17	1,166	1
Loan to Monaf Investments	15,882,572	15,882,572	-	15,866,081
Loan to Contango Holdings
Services Pty Limited	-	15,121	-	-
Financial assets at FVTPL
Deferred consideration
receivable (non-current)	4,882,152	4,882,152	-	-
Deferred consideration
receivable (current)	1,581,420	1,581,420	-	-
Investments	472,850	474,827	5,811	1,420,888

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

| | | | | |
| --- | --- | --- | --- | --- |
| | |
| Financial liabilities at | | | | |
| amortised cost | | | | |
| Trade and other payables | 727,644 | 498,438 | 1,081,195 | 858,201 |
| Investor loans | 4,666,998 | 4,666,998 | 4,184,740 | 4,184,740 |

The Board has overall responsibility for the determination of the Group’s risk management

objectives and policies. It meets periodically to review the effectiveness of the processes put in

place and the appropriateness of the objectives and policies it sets. The overall objective of the

Board is to set policies that seek to reduce risk as far as possible without unduly affecting the

Group’s competitiveness and flexibility.

The Group’s principal financial instruments comprise cash and trade and other payables. It is,

and has been throughout the year under review, the Group’s policy that no trading in financial

instruments shall be undertaken. The main risks arising from the Group’s financial instruments

are liquidity risk, price risk, foreign exchange risk and to a lesser extend credit risk. The Board

reviews and agrees policies for managing each of these risks and they are summarised below.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash reserves to fund the

Group’s exploration, development and production activities. Management prepares and

monitors forecasts of the Company’s cash flows and cash balances monthly and ensures that

the Group maintains sufficient liquid funds to meet its expected future liabilities. The Group may

raise funds in discrete tranches to provide sufficient cash resources to manage the activities

through to profitability.

The key element of the maturity analysis is the investor loans of £4,666,998 which are overdue

for repayment and are repayable on demand; together with trade payables and accruals with a

combined value of £727,644.

Price risk

Although the future royalty stream is based on production per tonne the Group is still exposed

to fluctuating prices of commodities, including coal and coke, if falls in prices mean the new

operators of the Muchesu Mine decide to reduce production.

Foreign exchange risk

The Group operates in a number of overseas jurisdictions and carries out transactions in a

number of currencies including British pound sterling (currency symbol: GBP or GBP£) and

United States dollar (currency symbol: USD or $).

The Group does not have a policy of using

hedging instruments but will continue to keep this under review. The Group operates foreign

currency bank accounts to help mitigate the foreign currency risk.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

Credit risk

The Group minimises its credit risk through its policy of not providing loans of any sort to third

parties, and loans provided to subsidiaries are monitored regularly for signs of impairment.

Indicators of impairment include factors such as a loss of exploration licences, increased

political risk within a foreign jurisdiction or anticipated inability of a subsidiary to repay the loan.

This process lead the Board to conclude that the loan to Contango Gold Mali should be fully

impaired in 2023 and the loan to Contango Holdings Services be fully impaired in the prior year.

Amounts transferred of £1,053,412 to the related party Monaf during the year to pay historic

creditors were also fully impaired during the year. These historic creditors remained the liability

of Contango post the signing of the Definitive Agreements and thus have been included in the

decrease in trade and other payables line in the Consolidated Statement of Cash Flows on page

36.

The credit risk on liquid funds is low as the counterparts are banks with high credit ratings

assigned by international credit rating bodies. The majority of the Group’s cash holdings during

the year were held at Westpac Bank in Australia which has an A+ credit rating. The carrying

value of both financial assets and liabilities approximates to fair value.

Cash and Cash Equivalents



	2025	2025	2024	2024
	Group	Company	Group	Company
	£	£	£	£
Cash at Bank	3,216	17	1,166	1

Trade and other payables

| | | | | |
| --- | --- | --- | --- | --- |
| | |
| | 2025 | 2025 | 2024 | 2024 |
| | Group | Company | Group | Company |
| | £ | £ | £ | £ |
| Trade payables | 466,437 | 249,199 | 536,127 | 318,526 |
| Accruals and other payables | 261,207 | 249,239 | 545,068 | 539,675 |
| | 727,644 | 498,438 | 1,081,195 | 858,201 |
| Investor loans | 4,666,998 | 4,666,998 | 4,184,740 | 4,184,740 |
| | 5,394,642 | 5,165,436 | 5,265,935 | 5,042,941 |

Investor loans

The prior year investor loans included a facility fee of 25% of the principal amount. Since

conversion of the loan notes was mandatory but the price was based upon the prevailing

market price at the time of conversion they were treated as debt. Investor loans made in prior

years totalled £3,044,111. Combined with facility fees of 25% they amounted to £4,184,740

owed to investors.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

During the current financial year no new loans have been made by investors. However,

£25,000 of short term loans were repaid in cash in July 2024. A further £507,258 of facility

fees have been accrued during the year leaving a balance of £4,666,998 owed to investors.

The investor loans are overdue for repayment and are repayable on demand.

Assets held for sale



	Year ended	Year ended
	31 May 2025	31 May 2024
	£	£
Assets of disposal group classified as
held for sale
Property, plant and equipment (Note 12)	-	2,287,421
Intangible assets	-	14,259,569
Cash at bank	-	24,690
Other current assets	-	96,093
Total	-	16,667,773
Liabilities of disposal group classified as
held for sale
Other current liabilities	-	(1,004,354)
Net assets of disposal group classified as
held for sale	-	15,663,419

On 3 July 2024 the Company announced that it had entered into binding agreements with Huo

Investments (Pvt) Limited to sell 51% of its shareholding in its subsidiary Monaf Investments

(Pvt) Limited. Huo Investments have agreed to invest up to $20 million in the Muchesu Mine

to increase production capacity and upgrade infrastructure and will pay Contango a royalty

based on production. The royalty will be a minimum of $2 million per annum and Huo

Investments will be responsible for all running costs going forwards. Contango will retain a 24%

holding in Monaf Investments but all operational decisions concerning the Muchesu Mine are

now made by Huo Investments.

Control of Monaf passed to Huo Investments upon the signing of the Definitive Agreements on

3 July 2024 and Monaf was deconsolidated from the Contango group at this date.

Share capital



	Number of
	Ordinary
	Shares
	issued and	Share	Share	Total Share
	fully paid	Capital	Premium	Capital
		£	£	£
As at 1 June 2024	566,724,023	5,667,240	17,285,180	22,952,420
Shares issued	191,255,217	1,912,553	210,380	2,122,933
Less share issue costs	-	-	(72,000)	(72,000)
As at 31 May 2025	757,979,240	7,579,793	17,423,560	25,003,353

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

The Ordinary Shares issued by the Parent Company have par value of 1p each and each Ordinary

Share carries 1 vote on a poll vote. The authorised share capital of the Parent Company is £8,667,240

ordinary shares at £0.01 per share being 866,724,023 ordinary shares.

On 24 January 2025 Contango issued 191,255,217 new ordinary shares in a placing at a price of 1.11p

per share. This raised £2,122,933 (before costs). £1,850,000 of this placement was for cash proceeds,

whilst £272,933 was payment of fees with equity. 24,666,665 shares issued during the placement in

January 2025 have been allotted but not yet paid.

Explanation of Reserves

Share Capital – Represents the nominal value of ordinary shares issued.

Share Premium – Represents the amount in excess of nominal value received from the issue of ordinary

shares less share issue costs.

Warrant reserve – Represents the fair value of the issuance of warrants, net of issue costs. This will be

transferred to share capital and the share premium account upon the exercise of the warrants.

Retained Earnings – Represents the entity’s accumulated losses.

Foreign currency translation reserve – Represents the gains/losses arising on translating the assets and

liabilities of overseas operations into the Group’s functional currency of GBP£.

Warrants

At the beginning of the year ended 31 May 2025 the Group had the following warrants

outstanding:



Number	Exercise	Vesting Date	Expiry Date	Fair Value of
	Price			Individual
				Warrant
62,500,000	£0.09	07 Nov 2022	06 Nov 2025	£0.014*
2,776,389	£0.06	07 Nov 2022	06 Nov 2025	£0.022**
4,700,000	£0.01	11 Apr 2024	10 Apr 2027	£0.0012***
69,976,389



Granted
during the
year
2,441,667	£0.06	24 Jan 2025	23 Jul 2026	£0.00****
72,418,056

The total number of warrants at 31 May 2024 was 122,059,722 of which 52,083,333 lapsed in

the year ended 31 May 2025.

The fair value of warrants were calculated using the Black Scholes valuation model. The inputs

used were as follows:

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

•

The Contango Holdings Plc share price on the day the warrants were issued;

•

The exercise price of the warrants;

•

Price volatility based on the standard deviation of the last 20 days of daily closing prices;

•

A zero % dividend rate; and

•

A risk free rate using the three year UK bond yield on the day the warrants were issued.

Share price on issue: £0.059 / volatility applied: 52% / risk free rate: 3.17%

***

Share price on issue: £0.01 / volatility applied: 1% / risk free rate: 4.2%

****

Share price on issue: £0.015 / volatility applied: 0% / risk free rate: 4.11%

Events after the reporting date

On 12 June 2025 the Company announced that it had received the final instalment of the first

$1 million minimum royalty payment from Huo Investments.

Related Party Transactions

Several of the directors hold shares and warrants as disclosed on page 19 in the Directors‘

Remuneration Report. Oliver Stansfield works as a consultant for Tavira Securities Limited and

is a director of the Company. Tavira Securities acts as the broker to the Group and are paid an

annual retainer of £30,000 (2024: £30,000) per annum. As at 31 May 2025 £27,000 (2024:

£99,000) was owed to Tavira.

During the year cashflow constraints meant that £36,371 of the directors’ salaries for the year

remain unpaid at 31 May 2025. Please see the table on page 18 for an analysis by director.

Investor loans provided by two directors, Oliver Stansfield and Carl Esprey, of £5,000 each were

repaid in the year.

Yan Huo and Danny Dos Santos are both directors of Monaf Investments (Pvt) Ltd. Monaf

Investments paid Contango deferred consideration of £567,551 (2024: £nil) during the year. On

3 July 2024 51% of Contango’s shareholding in Monaf was sold to Huo Investments Limited (a

company of which Yan Huo is a director and which owns 20.42% of Contango) in return for a

deferred consideration royalty stream based on production with a minimum annual amount

receivable of $2 million. The deferred consideration owed to Contango by Monaf has been

valued at £6,463,572 (2024: £nil) based on the $2million per annum minimum royalty payment

using the discounted cashflow method over the period 2024 until the end of the current mining

licence in 2043. See Note 13. It is disclosed under deferred consideration receivable in the

statement of financial position and is split between current and non-current assets. The net

asset value of Monaf held within the Group (including the $20 million owed to Contango by

Monaf) as at 3 July 2024 was (£1,648,884). Excluding the loan the net asset value was

£14,233,688. Tax will be paid on royalty receipts at the UK corporation tax rate of 25% in the

year that they are received.

As at 31 May 2025 £15,882,572 (2024: £15,866,081) was owed by Monaf to Contango (see

Note 13). The Monaf loan accrues interest at a rate of zero % until the Muchesu Mine enters

the production phase - whereupon interest will be charged at SOFR plus 5% per annum. The

loan is repayable by Monaf within 40 business days of receiving written notice from Contango

Holdings. During the year the Company advanced Monaf £16,491 (2024: £2,378,223) to fund

development of the Muchesu Mine. Control of Monaf passed to Huo Investments upon the

signing of the Definitive Agreements on 3 July 2024 and Monaf was deconsolidated from the

Contango group at this date. Contango retains an investment in Monaf of 24% which is treated

as an investment (see Note 11). Amounts transferred of £1,053,412 to Monaf during the year to

pay historic creditors were also fully impaired during the year. These historic creditors remained

the liability of Contango post the signing of the Definitive Agreements.

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

As at 31 May 2025 £4,399 (2024: £4,399) was owed by Waraba Gold (a company of which Carl

Esprey is a director) for expenses paid on its behalf by the Group.

During the year £29,741 was paid to Perfect Selection Lda (a company of which Carl Esprey is

a director) for office rent and associated costs. As at 31 May 2025 £nil (2024: £26,371) was

owed to Perfect Selection. The Lisbon office ceased to be rented by the group in July 2024.

The Company advanced Contango Gold Mali £nil (2024: £nil) to cover operating costs. The

Contango Gold Mali loan was fully impaired at 31 May 2023 and 2024.

Net Debt

Reconciliation

The table below sets out an analysis of net funds and the movements in net funds for the

Group for each of the periods presented:



	2025	2025	2024	2024
	Group	Company	Group	Company
	£	£	£	£
Cash and cash equivalents	3,216	17	1,166	1
Net funds	3,216	17	1,166	1
Investor loans	4,666,998	4,666,998	4,184,740	4,184,740
Net debt	4,666,998	4,666,998	4,184,740	4,184,740



	Group	Company
Cash and cash	£	£
equivalents
At 1 June 2023	75,692	4,382
Cash flows	(104,144)	18,799
Currency translation	29,618	(23,180)
At 31 May 2024	1,166	1
Cash flows	(133,690)	16
Currency translation	135,740	-
At 31 May 2025	3,216	17
Investor loans
At 1 June 2023	1,052,206	1,052,206
Cash flows	2,220,500	2,220,500
Facility fees	949,534	949,534
Converted to equity	(37,500)	(37,500)
At 31 May 2024	4,184,740	4,184,740
Cash flows	(25,000)	(25,000)
Facility fees	507,258	507,258
At 31 May 2025	4,666,998	4,666,998
Net debt at:
31 May 2025	(4,663,782)	(4,666,981)
31 May 2024	(4,183,574)	(4,184,739)

Contango Holdings Plc

Notes to the Financial Statements

For the year ended 31 May 2025

Non Controlling Interests

| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Monaf | | Contango Gold Mali | | Group | |
| | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| | £ | £ | £ | £ | £ | £ |
| Summarised | | | | | | |
| Balance Sheet | | | | | | |
| Current assets | - | 120,783 | 9,760 | 10,111 | 9,760 | 130,894 |
| Current liabilities | - | (1,004,354) | (219,071) | (219,452) | (219,071) | (1,223,806) |
| Current net | | | | | | |
| liabilities | - | (883,571) | (209,311) | (209,341) | (209,311) | (1,092,912) |
| Non-current assets | - | 7,936,622 | 21,860 | 43,670 | 21,860 | 7,980,292 |
| Non-current liabilities | - | (15,866,081) | - | - | - | (15,866,081) |
| Non-current net | | | | | | |
| (liabilities)/assets | - | (7,929,459) | 21,860 | 43,670 | 21,860 | (7,885,789) |
| Net liabilities | - | (8,813,030) | (187,451) | (165,671) | (187,451) | (8,978,701) |
| Accumulated NCI | - | 1,375,989 | (46,863) | (41,418) | (46,863) | 1,334,571 |
| Summarised | | | | | | |
| Statement of | | | | | | |
| Comprehensive | | | | | | |
| Income | | | | | | |
| Revenue | - | 64,218 | - | - | - | 64,218 |
| Loss for the period | (48,602) | (1,927,461) | (22,053) | (185,600) | (70,655) | (2,113,061) |
| Other | | | | | | |
| comprehensive | | | | | | |
| income | 35,871 | (9,740) | (27,503) | (27,801) | 8,368 | (37,541) |
| Total | | | | | | |
| comprehensive | | | | | | |
| income | (12,731) | (1,937,201) | (49,556) | (213,401) | (62,287) | (2,150,602) |
| Loss allocated to | | | | | | |
| NCI | (3,819) | (625,131) | (12,389) | (38,832) | (16,208) | (663,963) |
| Summarised cash | | | | | | |
| flows | | | | | | |
| Cash Flows from | | | | | | |
| Operating Activities | - | (2,395,936) | (23,356) | (23,384) | (23,356) | (2,419,320) |
| Cash Flows from | | | | | | |
| Investing Activities | - | - | - | - | - | - |
| Cash Flows from | | | | | | |
| Financing Activities | - | 2,378,223 | 23,157 | 23,157 | 23,157 | 2,401,380 |
| Net decrease in | | | | | | |
| Cash | - | (17,713) | (199) | (227) | (199) | (17,940) |

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