Altona Rare Earths Plc

Annual Report (ESEF) • Nov 3, 2025

ALTONA RARE EARTHS PLC COMPANY REGISTRATION NUMBER: 05350512 ALTONA RARE EARTHS PLC ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 Table of Contents CORPORATE INFORMATION 3 CHAIRMAN'S STATEMENT 4 CEO'S STATEMENT 5 OPERATIONS REVIEW 6 GROUP STRATEGIC REPORT 10 CORPORATE GOVERNANCE REPORT 17 DIRECTORS' REPORT 33 STATEMENT OF DIRECTORS' RESPONSIBILITIES 35 REMUNERATION REPORT 37 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ALTONA RARE EARTHS PLC 44 STATEMENT OF CONSOLIDATED PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 52 STATEMENT OF CONSOLIDATED FINANCIAL POSITION 53 PARENT COMPANY STATEMENT OF FINANCIAL POSITION 54 STATEMENT OF CONSOLIDATED CASH FLOWS 55 PARENT COMPANY STATEMENT OF CASH FLOWS 56 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 57 PARENT COMPANY STATEMENT OF CHANGES IN EQUITY 58 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 59 2 CORPORATE INFORMATION DIRECTORS Simon Charles - (Non-Executive Director) Cédric Simonet - (Director - Chief Executive Officer) Louise Adrian - (Director – Chief Financial Officer) Kristoffer Andersson – (Non-Executive Director) COMPANY SECRETARY Orana Corporate LLP REGISTERED OFFICE Eccleston Yards 25 Eccleston Place London SW1W 9NF INDEPENDENT AUDITOR PKF Littlejohn LLP 15 Westferry Circus London E14 4HD CORPORATE ADVISOR Strand Hanson 26 Mount Row London W1K 3SQ BROKERS Zeus Capital Limited 82 King Street Manchester M2 4WQ BANKERS HSBC Bank Plc 39 Tottenham Court Road London W1T 2AR LAWYERS Mildwaters Consulting LLP Walton House 25 Bilton Road, Rugby Warwickshire CV22 7AG REGISTRARS Share Registrars Limited 3 the Millennium Centre Crosby way, Farnham Surrey GU9 7XX 3 CHAIRMAN’S STATEMENT Our Company’s results for the year ended 30 June 2025 reflect another period of progress in executing our strategy to build a focused portfolio of critical raw materials projects in Africa. Following our diversification into copper and fluorspar in 2024, the year saw further development across our assets. We exercised our option to acquire the Sesana copper-silver project in Botswana, located within the Kalahari Copper Belt, and initiated exploration planning and environmental permitting. In Mozambique, the grant of a 25-year mining licence for our flagship Monte Muambe project represented a significant milestone and allows us to advance metallurgical and feasibility work. Encouraging early results from the Fluorite Zone support the potential for low-cost fluorspar production. While capital markets remain difficult for junior exploration companies, we continue to take a disciplined and long-term approach. The Board remains focused on balancing progress at Monte Muambe with new opportunities in our pipeline, maintaining a clear pathway to value creation through prudent project selection and efficient execution. Looking ahead, our priorities are to advance Monte Muambe towards feasibility, progress Sesana to drill-ready status, and identify further near-term opportunities that align with our strategic focus on critical raw materials. As a result of the implementation of this strategy, the evolving profile of the Company called for a re-evaluation of the Board’s blend of competences, skills and experiences. After careful consideration, I have decided to stand down and will not be seeking re-election at the forthcoming Annual General Meeting. It has been a privilege to serve as Chairman, and I leave the Company in the very experienced hands of Harvey Sinclair, who I am confident will continue to drive Altona forward on its growth journey. On behalf of the Board, I thank our shareholders, lenders, partners, and employees for their continued support. The progress achieved this year positions the Company well to deliver long-term sustainable value. Simon Charles Chair Altona Rare Earths Plc 4 CEO’S STATEMENT Since 2024, the Company has started implementing a diversification strategy focused on projects offering opportunities for short-term monetisation, with the objective of rapidly taking Altona to revenue generation. The presence of shallow high-grade fluorspar deposits at Monte Muambe provided a perfect opportunity to start executing this strategy. Fluorspar is both an industrial mineral, with a well-established market covering hundreds of applications, and a critical mineral essential to the production of lithium batteries and to the generation of nuclear energy. Due to the depletion of Chinese fluorspar deposits, to uncertainties on the future of other large fluorspar producers such as Mexico, and to the lack of new mine projects, the fluorspar market is under pressure on the supply side, and this situation is expected to continue in the long term, creating a favourable environment for a new fluorspar project. Initial fieldwork and metallurgy studies at Monte Muambe fluorspar have confirmed that the ore is suitable for the production of acid-grade fluorspar concentrate, which is mainly used to produce hydrofluoric acid, an irreplaceable precursor in most fluorine-based applications. While Monte Muambe was originally known as a fluorspar deposit before rare earths were discovered, the discovery of new fluorspar outcrops in the southern part of the carbonatite in May 2025 indicates potential to significantly increase the project’s resource base beyond the 2012 historical estimate. Ongoing drilling will provide a strong basis for a fresh resource estimate, as well as representative samples for final metallurgical studies and process flowsheet design. Should the scoping study results be positive, we anticipate being in production in 2027, with 50,000 tonnes of acid-spar per annum. Given this timeline, the fluorspar project will receive the required attention and resources from the Company to ensure successful development. In parallel with fluorspar exploration, the Company announced the discovery of yet another critical mineral at Monte Muambe: gallium. Gallium is a little known but critically important rare metal, used in high-end high-performance (i.e. military) electronics applications. China started to ban gallium exports to the US in late 2024, well before similar bans for rare earths were put in place. Conveniently, the geological proximity between gallium and fluorspar means that gallium can be used as pathfinder for fluorspar, and also gallium will be enriched in fluorspar recovery tailings, which provides a first step to the potential recovery of gallium. After the completion of the rare earths scoping study in late 2023, the Company announced its intention to secure a strategic partner for the further development of the Monte Muambe rare earths project, independently from the fluorspar (and gallium) project. While several possible partners were considered, the Company is focused on its current engagement with the United States Government, through the USTDA, which is expected to bear fruits rapidly. The obtention of a 25 years mining concession for rare earths and associated minerals (which includes fluorspar and gallium) on 20 December 2024 was a very important step in further derisking this project. While the Monte Muambe fluorspar project will have a high level of priority and focus, the Company will continue advancing the Sesana copper-silver project and assessing additional opportunities meeting its acquisition criteria in order to create a long-term pipeline of projects to sustain organic growth. Dr Cédric Simonet, CEO, Altona Rare Earths Plc 5 OPERATIONS REVIEW Financial Year 2025 activities - Monte Muambe Rare Earths Following the completion of the Scoping Study in October 2023, the Monte Muambe Rare Earths project is now in the Prefeasibility Study (“PFS”) phase. Activities were largely focused on continuing to derisk the project and to secure a strategic partner to fund the PFS. In December 2023, Monte Muambe Mining Limitada, the 51% held Mozambican-registered subsidiary holding the project applied for a 25 years Mining Concession covering the area of the original prospecting licence. Mining Concession number 11854C for Rare Earths and Associated Minerals was granted on 20 December 2024. Workstreams to secure a strategic partner for the rare earths project continued through the year and the Company is presently with the United States Trade and Development Agency (“USTDA”) regarding potential funding for the PFS (see post-financial year 2025 activities section for more information). Financial Year 2025 activities – Monte Muambe Fluorspar and Gallium Since September 2024, the Company has been reassessing the potential for fluorspar production from Monte Muambe. Monte Muambe has an historical JORC resource of 1.63 million tons at 19% CaF2, which was published in 2012. Assessment work included topography surveying and geological mapping, sampling, assaying, metallurgical testing, and reviewing legacy data. As a result of this assessment, the Company concluded that the production of met-grade fluorspar through a simple process is not feasible, but the production of acid-grade fluorspar is potentially feasible and required further work. On 1 April 2025, the Company announced the discovery of high-grade gallium at Monte Muambe, up to 232 g/t Ga. A review of core and soil geochemistry data showed that gallium is closely associated to fluorspar mineralisation, although gallium is not contained in fluorspar but rather in fluorspar’s host rocks. This association marked gallium as a potential pathfinder for high-grade fluorspar. In May and June 2025, the Company carried out a soil sampling and ground proofing campaign at Monte Muambe. This work confirmed that gallium in soil can be used as a pathfinder for fluorspar, with new fluorspar outcrops discovered along the southern margin of carbonatite intrusion. Detailed soil geochemistry also allowed to narrow down on high-grade gallium outcrops (up to 550 g/t Ga – pXRF assays). The results of the above work show that there is potential to discover more fluorspar than originally thought at Monte Muambe. Based on these results, the Company prepared an exploration programme including approximately 2,100 metres of core and reverse circulation drilling on known fluorspar occurrences, including those discovered in Q2 2025. The fluorspar project has attracted notable attention from the fluorspar industry, and the Company has initiated discussions with several potential off-takers, which are expected to lead to funding opportunities for the future fluorspar mine. 6 Financial Year 2025 activities – Other projects Following the exercise of the option for the acquisition of the Sesana copper-silver project (PL2329/2023) in Botswana, announced on 29 July 2024, the final agreement was signed on 27 January 2025. Steps were taken to register the special purpose vehicle Sesana Copper (Pty) Ltd (“Sesana Copper”), and to initiate the transfer of PL2329/2023 to Sesana Copper. Environmental permitting activities started in January 2025. In line with its diversification strategy initiated in 2024, the Company continued to assess various acquisition opportunities with a focus on projects offering a short and clear pathway to monetisation through disposal or development. Post-Financial Year activities On 18 August 2025, Altona announced that the US government reengaged with the Company regarding possible future funding support for the Monte Muambe pre feasibility study through the US Trade and Development Agency (“USTDA”). A project proposal was submitted and is currently under discussion. Exploration work for fluorspar and gallium at Monte Muambe continued after the end of the FY 2025. Mineralogy test work on gallium-bearing fenite samples collected in Q2-2025 show that gallium is hosted in feldspar, a mineral which is relatively easy to separate from fluorspar. This means that during the process of fluorspar recovery, gallium will end up being concentrated in the fluorspar tailings, opening the way for a potential two-steps recovery process. The potential recovery of gallium will be assessed once tailings are available from the fluorspar metallurgical testing programme. On 17 September 2025, the Company announced the start of the fluorspar drilling programme at Monte Muambe. This programme is aimed at providing data for a fresh JORC Mineral Resource Estimate and samples for a final metallurgical study which will back a fluorspar recovery flow sheet for a processing capacity of 50,000 tpa of acid-grade fluorspar. Both elements will feed into a scoping study for the short-term development of a fluorspar mine. The fluorspar scoping study is expected to be completed in Q1 2026 and, if positive, to lead to the start of production in 2027. At Sesana, the Company has made significant progress with project environmental permitting, with the archaeological survey completed and the environmental impact assessment report almost complete and ready for submission to the Department of Environmental Protection. Outlook FY 2026 will see the Company focus on the development of the Monte Muambe fluorspar mine, the objective being a final investment decision by Q3 2026 and the start production in 2027. Beside the on-going drilling campaign, a new JORC mineral resource estimate will be prepared and published, and a final metallurgical study for the production of acid-grade fluorspar concentrate will be produced. Given the close association between the two minerals, further assessment of the gallium potential will take place in parallel with fluorspar development. The Company also expects significant progress from the ongoing engagement with USTDA and the United States Government regarding financial support for the Monte Muambe rare earths project. 7 At Sesana, upon completion of the environmental permitting process and of the transfer of the licence, field activities will start with a high-resolution airborne magnetic survey followed by ground geophysics, in order to generate high-potential drilling targets. Dr Cédric Simonet CEO Altona Rare Earths Plc CORPORATE REVIEW Financial Review Statement of Financial Position The financial year to 30 June 2025 reflected the Group’s continued implementation of its diversification strategy, with the establishment of three distinct projects that provide the foundations for future growth and monetisation opportunities. While the gross asset base decreased from £2.3m to £1.9m, this primarily reflected reductions in trade receivables and cash balances (from £0.6m to £0.2m), offset by a significant fall in trade and other payables (from £0.6m to £0.3m). During the year, £0.3m of convertible loan notes (“CLNs”) were converted and the Company entered into a £1.2m loan facility, including interest, provided by existing investors. Share capital and share premium increased from £25.4m to £26.2m, reflecting a £0.4m equity raise, the conversion of £0.3m of outstanding CLNs and the settlement of £0.1m of creditors through the issue of shares in lieu of cash payment. Post year end, the Company strengthened its capital structure through the exercise and conversion of 90.5m warrants and additional equity subscriptions, raising total funds of £1.5m to support the progression of its project portfolio and reduce its outstanding debt. Income Statement The Group's income statement reflects the continued progress in reducing administration costs, which fell by £0.2m from £1.0m to £0.8m during the year. Finance costs also decreased significantly, from £0.5m to £0.1m, primarily due to the one-off finance costs associated with the warrants issued at the end of the previous reporting period. In the prior year, the Company renegotiated its outstanding CLNs resulting in the conversion of £0.3m of debt into equity at the start of the current period, and the reprofiling of another £0.2m within the new loan facility. Liquidity and Cash Flow The Group's liquidity position at 30 June 2025 reflected a reduction in cash reserves from £0.4m to £0.1m, primarily attributable to the corporate costs of maintaining a public company status and continued capital expenditure at the Monte Muambe projects. To support operations, the Company secured a new loan package of £0.9m from two existing investors, bearing a fixed interest rate of 12% and a repayment date of 30 October 2025. During the year, £0.8m was drawn down under this facility, with the balance having been received in the prior year. 8 Post year-end, the Group improved its liquidity by raising £1.5 million through warrant exercises and an equity issue. These steps have strengthened the Group’s financial flexibility in order to advance its operational projects. Board Changes During the year the Board saw a transition in its composition. On 1 August 2024, Kristoffer Andersson, CEO of Ironveld, joined as a Non-Executive Director, contributing industry knowledge and capital markets experience. Shortly afterwards, on 10 August 2024, Simon Charles, who had been with the Company for just over a year, was confirmed as Chair. Simon’s legal background is a useful addition to the Board’s governance capabilities. These changes followed the departures of Audrey Mothupi and Martin Wood (in August 2024), to whom the Board extends its thanks for their valuable contributions. Post Balance Sheet Events Following the year end, the Company successfully completed two tranches of fundraising in August 2025. On 15 August 2025, the Company announced it had raised gross proceeds of £507,450 through a combination of a subscription for new ordinary shares and the transfer and exercise of warrants, alongside a further exercise of existing warrants. Directors supported the raise through direct subscriptions and salary or fee sacrifices, with a total of 2,192,002 of shares were issued to Directors and service providers in lieu of fees. In addition, on 22 August 2025, the Company reported that further subscriptions of £344,500 had been received from existing shareholders, increasing the total funds raised to £851,950. This enlarged fundraising, completed at a blended price of 1.5 pence per share, resulted in the issue of 62,322,002 new ordinary shares. The proceeds were earmarked to fund work programmes at Monte Muambe, including the advancement of the fluorspar scoping study and metallurgical testwork, support for environmental permitting at Sesana, and continued evaluation of gallium mineralisation, while strengthening engagement with potential rare earths strategic partners. On 13 October 2025, the Company announced a further gross fundraise of £600,000 though the exercise of 40,000,000 warrants at an exercise price of 1.5 pence per share. The proceeds of which have been used to repay an outstanding loan facility of £600,000. The Company also announced that the remaining £500,000 debt facility would be extended until 30 October 2026. Post year-end, the Company’s capital structure has continued to strengthen, with improvements driven by the exercise of warrants, the repayment of debt, and the extension of debt facilities. We would like to thank our investors and shareholders for their continued support and confidence, which have been instrumental in enabling these positive developments and positioning the Company for an exciting year ahead. Louise Adrian CFO Altona Rare Earths Plc 9 GROUP STRATEGIC REPORT The Directors present their strategic report on the Company and its subsidiary undertakings (which together comprise the “Group”) for the year ended 30 June 2025. Principal Activity The Company’s principal activity is focused on the discovery and development of Critical Raw Materials mining projects in Africa. Review of Strategy and Business Model The Company’s strategy is to identify, acquire, explore and develop Critical Raw Materials on the Africa continent, with the aims of delivering value to its shareholders and to its countries and communities of operations, and of supporting the development of Critical Raw Materials supply chains critical to the Green Energy Transition. Delivering shareholders’ value may involve, depending on the project, developing it into production, entering into strategic partnerships to develop it, or selling it. The Company has chosen Africa as its main geography of operation, due to its long mining history which provides suitable regulatory frameworks, workable infrastructures and experienced workforces. The Continent’s varied geology also created a favourable environment for exploration, with different geological types of rare earths deposits being well documented, including carbonatites, alkaline complexes, ionic adsorption clay deposits, and hydrothermal veins. The Company also recognises the need, underpinned by recent policy changes in Africa, to develop value addition and economic and social beneficiation locally, and takes it into consideration in its mining projects. The multi-commodity Monte Muambe Project in northwest Mozambique is a highly prospective tenement hosting rare earths, fluorspar, and gallium mineralisation. Since acquiring the project in June 2021, Altona has drilled over 7,800 metres, delivering a maiden JORC Mineral Resource Estimate of 13.6Mt at 2.42% TREO, secured a 25-year mining licence (granted December 2024), and published a Competent Person Report and scoping study for the rare earths component of the project (October 2023). The Company is actively seeking a strategic downstream rare earths partner to advance the project through the prefeasibility stage. In parallel, Altona is progressing plans to fast-track the development of high-grade fluorspar veins identified along the western and southern margins of Monte Muambe, with a targeted production of 50,000 tonnes per annum of acid-grade fluorspar over a minimum 12-year mine life. Acid-grade fluorspar is a key input in a wide range of applications, including hydrofluoric acid and lithium battery electrolyte production, placing Altona in a strong position to supply this critical material. The discovery of gallium mineralisation, with grades up to 550 g/t identified to date, adds further value to Monte Muambe. The Company is undertaking mineralogical and metallurgical studies to assess the potential for gallium production. Altona's diversified portfolio also includes the Sesana Copper-Silver Project in Botswana, strategically located just 25 km from MMG's Khoemacau Zone 5 copper-silver mine. Situated on a recognised regional contact zone for copper deposits, Sesana represents a compelling exploration opportunity aligned with Altona's growth strategy. With a unique combination of critical raw materials projects, Altona is well positioned to contribute to the global supply of highly sought commodities essential for clean energy, high technology, defence and industrial applications. 10 The Company and the Board remain actively focused on identifying and evaluating additional projects that align with our investment profile and strategic objectives, leveraging our extensive network and combined industry experience to uncover compelling opportunities that can drive long-term growth. Business Review The developments during the year are detailed in the CEO Statement and the Operations review on pages 5 to 9. Financial Performance of the Group The loss of the Group for the year ended 30 June 2025 before taxation amounts was £0.9m (2024: loss of £1.7m). The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the Board to assess performance over the year to 30 June 2025. The Group is committed to best practice in energy consumption, social, community and human rights issues and these are discussed further in our ESG statement below. The three main financial KPIs for the Group are as follows: Key Performance Indicators 2025 2024 Cash and cash equivalents £109,000 £392,000 Administrative expenses as a percentage of total assets 39% 42% Exploration costs capitalised during the year £164,000 £250,000 These allow the Group to monitor costs and plan future exploration and development activities. Cash has been used to fund the Group’s operations and facilitate its investment activities (refer to the Statement of Cash Flows on page 57). Administrative expenses are the expenses related to the Group’s ability to run the corporate functions to ensure they can perform their operational commitments. Exploration costs capitalised during the year consist of exploration expenditure on the Group’s exploration licences, net of foreign exchange rate movements and excludes any fair value uplift of acquisitions. Other standard industry key performance indicators that will only become relevant in the coming years and therefore are not currently considered by the Directors are:  Production of a Pre-Feasibility Study and a Bankable Feasibility Study (“BFS”)  Adhering to strict ESG standards– as determined by the jurisdiction and nature of the mining project  Securing off-take partners ahead of commencement of mining  Securing mine finance ahead of commencement of mining Gender of Directors and Employees For the FY 2025, the Board of Directors consisted of one male and one female executive and two male non-executive Directors. 11 Principal Risks and Uncertainties The principal risks and uncertainties lie in the commercial viability of the continuing development of the multi-commodity Monte Muambe Project and whether this will add shareholder value, though the commencement of the exploration for Fluorspar and further metallurgical work on the rare earths deposit. The Directors also consider the key risk for the Group to be the maintenance of its reserves of cash and cash equivalents to meet this ongoing development of assets. The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors consider the following risk factors are of particular relevance to the Group’s activities and to any investment in the Group. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. The risk factors are summarised in the table below: Description Impact Mitigation Strategic risks • Over reliance on the outcome of a single asset and the continuing value of said asset that may not result in a commercial development and there is no certainty of success. Successful acquisition of future opportunities to build shareholder value, High • The Company is focused on acquiring majority stakes in a number of mining assets in different African countries with regards to the exploration, development and extraction of rare earth metals. • the generation of future income streams or net asset growth may not materialise. Competitors with significantly greater financial and technical resources will be able to outbid the Company on future upstream opportunities. • The Company also seeks to mitigate the development risk through actively diversifying its portfolio, which was achieved through the acquisition of a copper licence in Botswana and the commencement of a drilling program • The Company is dependent on key executives. The future success of the Company depends partially on the expertise of the CEO, as the Company's leading geologist. The loss of his services could damage the Company's business. • for fluorspar and gallium at Monte Muambe. The Company has a strong shareholder base, with 2 significant shareholders supporting the company through equity and debt. • Risk to strategic and business model due to political instability, expropriation, and government interference, especially when operating in one country only. • The CEO has a notice period of no less than three months to ensure efficient time to hand over responsibilities in the event of a departure. The Remuneration Committee regularly evaluates compensation and incentivisation schemes to ensure that the Company's package is competitive. The Company is looking to put a share option plan in place to reward executive directors for increasing shareholder value. • The Board analyses the risks and rewards of a country before any 12 investment is made and also engages with local partners who understand the local political risk. The Company's expansion into Botswana, is seen as mitigating some Country and Political risk as Botswana is viewed as stable for mining opportunities. Financial risks • Difficulty raising external funding for new investment opportunities and exploration activities in volatile capital markets. The future availability of such financing is uncertain. High • Regular review of cashflow, working capital and funding options are performed by the Board to ensure the Company remains a Going Concern. • Cost escalation and budget overruns may lead to faster use of cash resources than originally planned. • Build strong and sustainable relationships with key shareholders. Experienced advisers have been hired to ensure the capital market is accessible to the • Risk of high inflation, transfer and Company. conversion of currency, which could significantly increase exploration and development costs and so affect valuation of future acquisitions. • Prudent approach to budgeting and strong financial stewardship - managing commitments and liquidity to ensure the Group has sufficient capital to meet spending commitments. • Establish local bank accounts and negotiate contracts in US dollar value where practicable. • Enter negotiations with a Strategic Investor to ensure reliability of funding for the completion of the PFS at Monte Muambe. Environmental, social and governance risks • ESG is key to the company's legal and social license to operate. Non-compliances, or ESG-related social issues may prevent the development or operation of the Company's Projects. Medium • ESG is part of the Company's longer- term, more strategic view and the Board will consider ESG at each board meeting and understand how their decisions will meet the various • ESG reporting is constantly evolving and is a risk for the majority of exploration and development companies. The Company must seek to improve diversity, equity and inclusion as well as be aware of the urgent priorities to address climate change. All stakeholders have increased expectations of the Company's ESG reporting • stakeholder demands. Policies and processes are being further enhanced to ensure there is a more rigorous reporting cycle in which requirements are identified and met before giving rise to any issues. and the Company must meet these demands. • The Company seeks to employ local • Human resources and management are critical to the success of the Company as it develops its operations in Africa and lack of quality personnel available could lead to personnel where possible and has joined with local educational establishments to ensure training is of a high level. 13 issues in completing projects in a timely and cost efficient manner. Legal and compliance risks • Compliance with local laws and regulations. Medium • The CEO has over 20 years' experience • Difficulties in obtaining approvals and licences in connection with new and existing assets. working on mineral and energy projects in Africa, including 10 in Mozambique. • Bribery and corruption. • The Company also ensures local legal • London Stock Exchange or the Financial Conduct Authority Rule breaches advice is obtained when new assets are to be purchased and these professionals are retained to ensure regular compliance is adhered to. • The Company follows the updated 2023 QCA code of corporate governance and this is set out in this annual report and accounts. The Company also has the various policies in place which are overseen by the Audit Committee and reviewed on a regular basis: o Anti Bribery and Corruption Policy o Whistle Blowing Policy o Anti Money Laundering Policy • The Board contains Directors with professional qualifications in law and accounting. It is also able to consult with outside advisers to ensure full compliance. The Directors regularly monitor these risks, using information obtained or developed from external and internal sources and will take actions as appropriate to mitigate them. Effective risk mitigation may be critical to the Company in achieving its strategic objectives and protecting its assets, personnel and reputation. The Company assesses its risk on an ongoing basis to ensure it identifies key business risks and takes measures to mitigate these. Other steps include regular Board review of the business, monthly management reporting, financial operating procedures and anti-bribery management systems. The Company reviews its business risks and management systems on a regular basis. Section 172(1) statement and stakeholder engagement 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 specific requirements of s172 are set out below, along with the approach adopted by the Directors to ensure they meet these requirements: Consider the likely consequences of any decision on the long-term The Company announced on 19 February 2024 that the time was right for the Company to expand and diversify its portfolio of projects in Africa to include both rare earths and non-rare earths critical raw materials. This diversification strategy focused on projects offering opportunities for short-term monetisation. 14 This has begun to take shape with the announcement on 18 July 2024 of the acquisition of the Sesana copper licence in Botswana. The discovery of shallow high-grade fluorspar deposits at Monte Muambe has also provided a perfect opportunity to start executing this strategy with a drilling programme that commenced in September 2025. The Company has also announced that it is actively seeking a strategic investor to support the ongoing work on the PFS at Monte Muambe which will continue to derisk this project and add stability to the Group going forward. Consider the interests of the Company’s employees The Company currently has both permanent and temporary employees in Mozambique and only Directors in the UK. It is committed to the fair and ethical treatment of all of its staff and has implemented training programmes and direct relationships with local educational establishments in Mozambique to ensure it creates a local workforce for the future. Foster the Company’s business relationships with suppliers, customers and others In order to progress its projects in Mozambique and Botswana, the Company is reliant on the support of its key suppliers (drilling contractors, suppliers of local equipment and materials and security). It is therefore a key part of the Company’s strategy to develop these relationships to ensure the Company maintains a strong and secure relationship with these suppliers. Consider the impact of the Company’s operations on the community and the environment The Company is aware of the potential impact that its operations may have on the environment and local community. It has been working closely with the community at Monte Muambe to establish a borehole for a local water source and build stable communication infrastructure in the area. It has also installed solar panels on site and will be engaging an environmental consultant in the next stage of the project to ensure the impact of its operations are adequately addressed and views are heard from the effected communities. The Company has started the Environmental Impact Assessment (EIA) licensing process for the planned activities in Botswana. This assessment is aimed at ensuring that all operational work is carried out with due consideration for the environment, local ecosystems, and the well-being of surrounding communities. By proactively addressing potential environmental and social impacts, the Company aims to minimise any adverse effects and promote sustainable practices that align with both regulatory requirements and the Company’s corporate values. As at the date of this report, public consultations, as well as the archaeological survey have been completed. The EIA report is in the final reviewal stage prior to its submission to the Department of Environmental Protection for approval. This approval is expected to happen before the end of this year. Maintain a reputation for high standards of business conduct The Company has established a number of policies and procedures that guide its operations and corporate conduct. As the business continues to grow, these policies are regularly reviewed and refined to ensure they remain aligned with the evolving regulatory environment and the Company’s long-term strategic objectives. In addition, the Company is committed to adhering to the Quoted Companies Alliance (QCA) Code on corporate governance. 15 As disclosed in the Corporate Governance Report included in this set of accounts, the Company has also taken proactive steps to adopt the revised QCA Code, demonstrating its dedication to maintaining high standards of transparency and stakeholder engagement. Act fairly between members of the Company The Directors hold 5% of the shares of the Company with the remainder held by a range of individuals and companies. The Company opened its recent equity raise to all existing shareholders to ensure that they were treated equitably. 24 October 2025 Approved on behalf of the Board: Dr Cédric Simonet CEO, Altona Rare Earths Plc 16 CORPORATE GOVERNANCE REPORT As Chair, I am responsible for ensuring that Altona Rare Earths PLC (“Altona”, the “Company”, together with its subsidiaries the “Group”) maintains a governance framework that supports long‑term value creation, transparent decision‑making and effective oversight. During the year and subsequent period we have progressed our portfolio strategy and further embedded improved governance practices in line with the revised Quoted Companies Alliance Corporate Governance Code 2023 (the “QCA Code 2023”). The QCA Code 2023 retains ten principles but strengthens expectations around purpose, culture, risk, stakeholder engagement, sustainability (including climate), board independence and remuneration transparency. We have adopted the 2023 principles for reporting and will continue to evolve our structures proportionately to our size and stage. Key governance developments in the period include: (i) continued adherence where practical to the 2023 QCA principles and enhanced disclosures; (ii) board refresh and committee leadership changes; (iii) continued strengthening of risk management and MAR compliance; and (iv) expanded stakeholder engagement through regular RNS updates and Investor Meet Company presentations. Where our practices currently diverge from the QCA Code 2023 (principally around the number of independent non‑executive directors and the existence of a nominations committee), we will continue to provide explanations for our departure, taking into account our financial and personnel constraints as a small company. We believe that a robust governance structure is crucial for our ongoing success and are dedicated to making continuous improvements in this area as resources allow. A full description of our compliance with the QCA code is set out below and can also be found on our website https://www.altonaRE.com Principles of corporate governance These revised principles are: 1. Establish a purpose, strategy and business model which promote long-term value for shareholders; 2. Promote a corporate culture that is based on ethical values and behaviours; 3. Seek to understand and meet shareholder needs and expectations; 4. Take into account wider stakeholder interest, including social and environmental responsibilities and their implications for long term success; 5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation; 6. Establish and maintain the board as a well-functioning, balanced team led by the chair; 7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities; 8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement; 9. Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture; and 10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. The Chairman has overall responsibility for implementing an appropriate governance framework at the Group and the Board is committed to ensuring that this framework is adhered to. Below follows a short explanation of how the Board will apply each of the principles, and how the key updates are being 17 considered. This Corporate Governance Report should be read together with the Strategic Report, Directors’ Report, Remuneration Report and the ESG Statement. Principle One Our Purpose, Business Model and Strategy The Company is driven by a clear purpose: to identify, acquire, explore, and develop Critical Raw Materials (CRMs) across Africa in support of the global Green Energy Transition. The Company's business model is centred on delivering long-term value to shareholders while contributing to the economic and social development of the local communities and countries in which it operates. This is achieved through the responsible and sustainable development of raw material supply chains crucial for the future of renewable energy technologies. The Company’s strategy is built on diversification to reduce exposure to any single commodity prices and to enhance its portfolio with other CRMs such as copper and fluorspar. The Company's approach to project selection is guided by strict criteria, including resource quality, low entry and exploration costs, and alignment with global demand for critical materials. This strategy also aims to increase growth opportunities, create more frequent news flow, and diversify jurisdictional risk. The Company's project, Monte Muambe, located in Northwest Mozambique, exemplifies its integrated purpose, business model, and strategy. Acquired in 2021, Monte Muambe is both a magnet rare earth project with a defined JORC Mineral Resource Estimate of 13.6 million tons at 2.42% Total Rare Earth Oxides (TREO) and a fluorspar project with a resource estimate expected in early 2026. Monte Muambe underscores Altona’s focus on developing high-quality CRM assets that align with its broader strategic goals. In line with its diversification strategy, Altona has also expanded into a complementary project in the copper sector, with the acquisition of the Sesana copper-silver project in Botswana. Principle Two Corporate Culture and Values The Board recognises and strives to promote a corporate culture based on strong ethical and moral values. The revised Code now places a greater emphasis on a company’s purpose and related ethical values and behaviours. The Group gives full and fair consideration to applications for employment received regardless of age, gender, colour, ethnicity, disability, nationality, religious beliefs, transgender status or sexual orientation. The Board takes account of employees’ interests when making decisions, and suggestions from employees aimed at improving the Group’s performance are welcomed. Issues of bribery and corruption are taken seriously, The Group has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Group, its employees and those third parties to which the business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all employees within the business are aware of the importance of preventing bribery and corruption. Each employment contract specifies that the employee will comply with the policies. There are strong financial controls across the business to ensure ongoing monitoring and early detection. 18 Principle Three Understanding Shareholder Needs and Expectations All shareholders are encouraged to attend the Company’s Annual General Meetings in person where they can meet and directly communicate with the Board. After the close of business at the Annual General Meeting, the Chairman, or one of the other Directors will open the floor to questions from shareholders. Shareholders are also welcome to contact the Company with any specific queries. The Company also provides regulatory news through the Regulatory News Service (RNS). In addition, other financial and business news updates are provided through various media channels such as Twitter and UK online investor platforms. Shareholders also have access to information through the Company’s website, www.altonaRE.com which is updated on a regular basis. Contact details are also provided on the website. The revised Code encourages proactive engagement with shareholders. The Company has made regular use of the interactive interview platforms “Investor Meet Company” to allow this higher level of interaction with shareholders. Principle Four Considering wider stakeholder and social responsibilities The Board takes regular account of the significance of social, environmental and ethical matters affecting the business of the Group. The Group has a written policy on Corporate Social Responsibility. The Board will seek to integrate this policy into its strategy to protect the interests of the Group’s stakeholders through individual policies and through ethical and transparent actions. The Company engages positively with regulatory authorities and stakeholders in its project locations and encourages feedback through this engagement. Through this process the Company identifies the key resources and fosters the relationships on which the business relies. The revised Code places a much greater focus on ESG considerations, with the explicit requirement for a more detailed qualitative and quantitative disclosures on ESG matters. The Board is very aware of its ESG commitments and our approach to this is described in more detail on pages 28 to 32. Principle Five Risk Management, Internal Controls and Assurance The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business opportunities carry an inherently high level of risk. The principal risks and uncertainties facing the Group at this stage in its development and in the foreseeable future are detailed out in the Strategic Report together with risk mitigation strategies employed by the Board. Climate risk - Environmental and climate‑related risks and opportunities will be integrated in project‑level risk assessments and factored into development options (e.g., energy and water management at Monte Muambe). The Board is committed to integrating environmental and social issues, including climate change into their Risk management to ensure it meets the revised QCA Code requirements. 19 MAR and compliance - We maintain insider lists, disclosure controls and procedures overseen by a Compliance Committee. Internal control - We have an Audit Committee that oversees financial reporting, auditor independence, and key estimates (e.g., E&E asset carrying values and VAT recoverability). Given our size, we do not currently operate an internal audit function but keep this under review. The Group does not currently have an internal audit function due to the small size of the Group and limited resources available. The requirement for an internal audit function is kept under review. Principle Six A Well-Functioning Board The Board’s role is to agree the Group’s long-term direction and strategy and monitor achievement of its business objectives. The Board meets for these purposes as and when required with a minimum of 11 meetings per year. The Board receives reports for consideration on all significant strategic, operational and financial matters. The Board is supported by the Audit, Remuneration and Compliance Committees, details of which can be found in Principle 7 below. The Board currently comprises of the Chief Executive (Cédric Simonet), the Chief Financial Officer (Louise Adrian), and Non-Executive Directors (Kristoffer Andersson and Simon Charles), who are based in South Africa and the UK respectively. The Board considers one of the two Non-Executive Directors (NEDs) to be independent. Kristoffer Andersson, is not considered independent due to his significant business relationship with a major shareholder. However, the Board does not view this as a concern, as Kristoffer remains fully aligned with the Company’s business model and strategy, with a strong focus on creating shareholder value. Simon Charles holds a minor number of ordinary shares in the Company, which the Board does not consider to affect his independence. The revised QCA Code recommends that at least half of the Board consist of independent NEDs and that key board committees aim to be fully independent. Currently, only one out of four Directors on our Board is independent, and due to the small size of the Company, we do not have sufficient personnel to fill key board committees with entirely independent members. Additionally, implementing these recommendations would incur significant costs, which may not be feasible for a company of our size at this stage. However, we recognise the importance of independence and will consider expanding the number of independent Directors on the Board and in key committees as the Company grows. As part of its annual performance evaluation process, the Board, in conjunction with the Remuneration Committee, keeps its structure under review in order to maintain an appropriate balance of executive and non-executive experience and skills. The revised Code also recommends that shareholders vote annually on the re-election of all board members, the Company will not be resubmitting the entire Board each year. Our Articles require one-third of the Board to be submitted for re-election annually, which is rounded up. With four directors, this means half of the Board is already resubmitted each year. Resubmitting the entire Board could cause unnecessary disruption, so while we acknowledge the new recommendation, we will continue with our current approach. 20 Attendance at Board and Committee Meetings The Board will report annually in the Directors’ Report on the number of Board and committee meetings held during the year and the attendance record of individual Directors. Directors meet formally and informally both in person and by telephone. To date there have been 11 formal monthly meetings during the year ended 30 June 2025, and the volume and frequency of such meetings is expected to continue at this rate. A summary of attendance at Board meetings in the year to date is set out below: Director Independent Board Audit Remuneration Compliance Cédric Simonet NO 11 - - - Louise Adrian NO 11 2 - 1 Simon Charles YES 11 2 1 1 Kristoffer Andersson NO 10 2 1 1 Appointed 1st August 2024 Principle Seven Governance Structures, Skills and Development of the Directors The Board has overall responsibility for all aspects of the business. The Non-Executive Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making, and that the NEDs are properly briefed on all operational and financial matters. The Chairman and CEO have overall responsibility for corporate governance matters in the Group. The CEO has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with. Key operational and financial decisions are reserved for the Board on an ad hoc basis where required. The two NEDs are responsible for bringing independent and objective judgment to Board decisions. The Board has established Audit, Remuneration and Compliance Committees with formally delegated duties and responsibilities. Due to the small size of the Company, Nominations are dealt with by the Board as a whole. Following the Board changes, Kristoffer Andersson has been appointed as the Chair of all the Committees except the Compliance Committee and Simon has remained Chair of the Compliance Committee and a member of the other Committees in addition to his role as Chair. The Company has made the decision that given the Company is small and faces both financial and personnel constraints, this is the best use of the Company’s resources. Audit Committee Kristoffer Andersson is currently the chair of the Audit Committee and Simon Charles is also a member of the committee. The Audit Committee will receive and review reports from management and from the Company relating to the interim and annual accounts and to the system of internal financial control. The Audit Committee is responsible for assisting the Board’s oversight of the integrity of the financial statements and other financial reporting, the independence and performance of the Company, the regulation and risk profile of the Group and the review and approval of any related party transactions. The Audit Committee may hold private sessions with management and/or without management present. 21 Further, the Audit Committee is responsible for making recommendations to the Board on the appointment of the Company’s auditors and the audit fee, and reviews reports from management on the financial accounts and internal control systems used throughout the Company and the Group. The Audit Committee will meet at least two times a year and is responsible for ensuring that the Group’s financial performance is properly monitored, controlled and reported. The Audit Committee is responsible for the scope and effectiveness of the external audit and compliance by the Group with statutory and other regulatory requirements. The Company Secretary will prepare the minutes and circulate agendas for meetings. The auditors will be invited to meetings when required, at least once annually ahead of the approval of the annual financial statements. Remuneration Committee Kristoffer Andersson is currently the chair of the Remuneration Committee and Simon Charles is also a member of the committee. The Remuneration Committee is responsible for considering all material elements of remuneration policy, the remuneration and incentivisation of Executive Directors and senior management (as appropriate) and to make recommendations to the Board on the framework for executive remuneration and its cost. The role of the Remuneration Committee is to keep under review the Company’s remuneration policies to ensure that the Company attracts, retains and motivates the most qualified talent who will contribute to the long-term success of the Company. The Remuneration Committee also reviews the performance of the CEO and CFO and sets the scale and structure of their remuneration, including the implementation of any bonus arrangements, with due regard to the interests of shareholders. The Remuneration Committee will also be responsible for the recommendations of the valuation of any options granted under the Company’s Share Option Plan and, in particular, the price per share and the application of the performance standards which may apply to any grant, ensuring in determining such remuneration packages and arrangements, due regard is given to any relevant legal requirements, the provisions and recommendations in the revised QCA Corporate Governance Code 2023. The committee will meet up to twice per annum. Appointments to the committee will be made by recommendation of the Board. No further appointments are expected until the number of NEDs on the Board increases. Compliance Committee Simon Charles is the chair of the Compliance Committee and Louise Adrian and Kristoffer Andersson are members of the committee. The principal purpose of the Compliance Committee is to ensure that the Company complies with its obligations under the Listing Rules and, in particular, makes timely and accurate disclosure of all information that is required to be disclosed to meet its disclosure obligations arising from the admission of its shares to trading on the Official List. The Compliance Committee will meet as required and is responsible for ensuring that the Group’s compliance is proactive and properly monitored, controlled and undertaken. The Compliance Committee is responsible for the scope and effectiveness of the compliance by the Group with statutory and regulatory requirements. The Company Secretary will prepare the minutes and circulate agendas for meetings. The skills and experience of the members of the Board are set out in their biographical details below. Since its move to the LSE the balance of the Board grew to have more gender and ethnic diversity. 22 However, the Board does not currently meet the diversity targets as detailed out in Policy Statement PS 22/3 of the Listing Rules and DTR requirements on gender and it no longer meets this target for ethnicity. The Board believes it has achieved a good balance of experience in financial and operational matters and believes it has the skills and experience necessary to execute the Company’s strategy and business plan and discharge its duties effectively. On listing all of the Directors received training from their corporate advisers on the continuing obligations of a company admitted to the Official List (equity shares (transition)) category and a copy of the QCA Code and the Group’s Financial Position and Prospects Procedures memorandum (FPPP) which sets out the policies and procedures that the Directors are expected to follow. More recently, the Board has read the revised QCA Code and is ensuring that it becomes, where appropriate, embedded in the Company’s policies and procedures. All Directors have access to the Corporate Advisers, Strand Hanson, and Company Secretary, Orana Corporate LLP, who are able to keep the Directors informed of developments in relevant legislation, regulations and best practice, when requested. The CEO provides information and updates on the geology and technical matters and the CFO provides regular guidance on changes in financial reporting. All Directors are encouraged to raise their personal development or training needs with the Chair or through the Board evaluation process. As a Member of the European Geologist Federation, the CEO must meet annual continuous professional development (CPD) targets to maintain his EurGeol title and the CFO, as a member of the ICAEW must also meet annual CPD targets. Board Advice During the Period The Board did not receive any advice during the period. Biographies of the Board are as included below. Cédric Valery Gerard Simonet (Chief Executive Officer) Cédric Simonet holds a PhD in Geology and has 25 years’ experience exploring, developing and mining mineral deposits in Africa and in France. He was Head Geologist and Open Pit Manager at SOGEREM fluorspar mine (Alcan, France) and Africa Region Manager with IGE Resources AB. He was the Head of Drilling at AAA Drilling Ltd and General Manager of NuEnergy Gas Ltd during the same period between 2013 and 2014, before holding the role of General Manager at NuAfrica Gas between 2014 and 2017. He is a co-founder of Akili Minerals Services Ltd., a Nairobi based exploration services company, and has been involved in several exploration projects on REE-carbonatites in Kenya including Ruri, Homa Mountain, Buru and Mrima. He is also a former Chairman of the Kenya Chamber of Mines, and well experienced in operating in this and many other African countries. Cédric is a member of the European Geologists Federation (Eur Geol no 739). He qualifies to act as a Competent Person (JORC) and as a Qualified Person (NI43-101) on REE-carbonatite exploration projects. Louise Adrian (Chief Financial Officer) Louise Adrian has worked as Altona’s accountant for several years helping to strengthen both the accounting and corporate governance reporting. She graduated from Oxford University with an MA in Theology and is a member of the Institute of Chartered Accountants in England and Wales. 23 She started her career at Arthur Andersen in London where she gained experience with global energy companies, auditing accounts, reviewing financial and budgetary controls, and critiquing operational strategies. Since 2020, Louise has been a consultant for Orana Corporate LLP (“Orana”), a corporate advisory and services practice, where she has worked with established and newly listed companies, creating corporate governance protocols, producing annual report and accounts, group consolidations and cash flow analysis. She became a Partner at Orana in October 2025. Louise also holds a PGCE in secondary education and is a Finance Trustee for a Multi Academy Trust where she has helped to establish a framework for good governance and risk management. Louise joined the Board at listing to strengthen its financial reporting processes and to bring her experience of group reporting and corporate governance protocols to the Company. Simon Charles (Non-Executive Director/Chair) Simon is a solicitor and is a senior partner at City solicitors Marriott Harrison LLP, having joined the firm in 2004. He specialises in company law, with a particular emphasis on acquisitions and disposals, directors’ duties, equity and debt fundraises and shareholders’ rights, in each case in relation to private and public companies. He has previously worked at Dechert LLP and a US law firm in the City. Immediately prior to joining Marriott Harrison LLP he spent a number of years in the corporate finance department of Numis Securities Limited (now Deutsche Numis) where he advised private and public companies on debt and equity fundraises, acquisitions and restructurings. Simon joined the board at listing to head up the various committees and bring his legal, compliance and corporate finance experience to the Company. Kristoffer Andersson (Non-Executive Director) – appointed on 1st August 2024 Mr Andersson is an economist with extensive experience in the renewable energies, mining, commodity trading and natural resources sectors, as well as investment banking in emerging markets in Latin America and Africa. He has served on the Board of Directors for both private and public companies across various industries, and co-founded Ashmont Resources Corp, a Canadian private company focusing on high-value mineral assets in Colombia. Mr Andersson is currently the CEO of Ironveld Plc, a mining company and speciality metals producer based in South Africa, listed on the AIM Market of the London Stock Exchange. Principle Eight Evaluation of Board Performance The ultimate measure of the effectiveness of the Board is the Company’s progress against the long-term strategy and aims of the business. Specific objectives for the year included portfolio diversification, project de‑risking at Monte Muambe and strengthening of capital markets engagement. A formal external evaluation will be considered in due course as the Company scales. Evaluation of the NEDs will be undertaken on an ad-hoc basis. Principle Nine Establish a remuneration policy which is supportive of long-term value creation 24 The revised QCA Code emphasises the importance of aligning remuneration policies with the Company’s purpose, strategy, and culture, ensuring they incentivise management to focus on long-term sustainable growth. It also recommends that shareholders have a voice in remuneration policies and reporting. The Remuneration Committee will take this new principle into account as it sets Board remuneration for the coming year. The Committee believes that its new long-term incentive scheme is consistent with Principle 9 of the QCA Code, ensuring that remuneration structures are transparent and support long-term value creation for shareholders. Principle Ten Shareholder Communication The Company actively engages with its shareholders, who form its key stakeholder group, and encourages open communication and feedback. The Company’s website is regularly updated to ensure shareholders have access to the latest information. Cedric Simonet, the Company’s CEO, is responsible for managing shareholder communications, and his contact details are available on the website for any shareholder or stakeholder inquiries. Additionally, shareholders can engage with the CEO through the Investor Hub platform to raise questions and seek clarification on recent Regulatory News Service (RNS) announcements. The Company’s website also hosts a comprehensive range of key documents, including financial reports, Notices of General Meetings, and Voting Results, ensuring shareholders have easy access to all relevant updates and information. REPORT OF THE AUDIT COMMITTEE This report is prepared in accordance with the Quoted Companies Alliance (QCA) corporate governance code for small and mid-sized quoted companies, revised in 2023. A summary of the Committee’s role and membership can be found in the Governance section of this Annual Report. Committee meetings are held at least twice a year, and the external accountant is invited to attend together with the external auditor. During the 2024/5, two meetings of the Committee were held, and the following significant issues were considered: Significant issue Summary of significant issue Actions and conclusion Valuation of Exploration and Evaluation assets The carrying value of intangible assets related to exploration and evaluation assets amounted to £1.6m as at 30 June 2025 and as such, is material. The value of these assets is dependent on the successful development of the areas of mineral interest and production of the mineral. The exploration and evaluation assets recognised are in respect of the Monte Muambe Licence. Management is required to assess by reference to IFRS 6 Exploration and Evaluation Assets, whether there are potential indicators of impairment of the Group’s The Company has a legal right to explore the licence at Monte Muambe and have been granted a 25 year mining licence subject to the agreement and payment of the financial guarantee. Management prepared an assessment of impairment indicators and considered whether there are any of the indicators of impairment in line with the criteria set out in IFRS 6. This did not highlight any impairment indicators and as such an IAS 36 impairment assessment was not required. 25 exploration and evaluation assets at each reporting date and, if potential indicators of impairment are identified, management are required to perform a full assessment of the recoverable value of the exploration and evaluation assets in accordance with IAS 36 Impairment of Assets. Given the inherent judgement involved in the assessment of whether there are indications of impairment in exploration and evaluation assets, as required by IFRS 6, there is a risk the carrying amount of exploration and evaluation assets are overstated and should be impaired. Valuation of Investments in subsidiaries and recoverability of intercompany receivables (Company) The parent company holds material investments as at 30 June 2025 of £2.2m (2024: £2.1m), which is made up of both direct (funding for exploration activities) and indirect (acquisition of additional equity) investment in its subsidiaries. Given that Monte Muambe Mining, LDA (“MMM”) with reference to the underlying flagship project “Monte Muambe” is loss making and the other subsidiaries are either insubstantial or dormant, there is a risk that the investment in subsidiaries and intra group receivables, where intangible assets under development are the main assets of the subsidiaries, may not be fully recoverable. The exploration programme at MMM has entered Phase 3 and the Company own 51% of MMM. The MRE and Scoping Study, published in the second half of 2023, both indicate the value of the MMM asset to be far more significant than either its current carrying value or intragroup balance. The drilling for Fluorspar commenced in September 2025, with a MRE and PFS expected for both fluorspar and gallium expected in early 2026. The Directors concluded that the investment and intragroup balances are expected to be fully recoverable. See also the impairment assessment noted above. Going concern Assessment of the Groups’ ability to continue as a going concern as part of the preparation of the financial statements. This includes considering whether the Group has adequate resources to continue in operation for the foreseeable future from the date of anticipated signing of the financial statements. The In August 2025, the Company raised new equity funds of £0.9m and in October 2025 it raised a further £0.6m. The latter being used to repay a £0.6m debt facility These funds are expected to provide the Group with enough working capital to fund it through to Q1 in 2026. As a result, the Group will need to raise funding to provide additional working capital within the next 6 months. The ability of 26 assessment of going concern covers a period of at least 12 months from the date of signing the financial statements. the Group to meet its projected expenditure is dependent on these further equity injections and/or the raising of cash through bank loans or other debt instruments/government grants or exercise of warrants. These conditions necessarily indicate that a material uncertainty exists that may cast significant doubt over the Group’s ability to continue as a going concern and therefore their ability to realise their assets and discharge their liabilities in the normal course of business. Whilst acknowledging this material uncertainty, the Directors remain confident of raising finance, through one of the means stated above, and therefore, the Directors consider it appropriate to prepare the consolidated financial statements on a going concern basis. Carrying value and recoverability of VAT debtor The group has a material VAT receivable balance as at 30 June 2025. This is a long standing receivable and therefore there is a risk that the balance is no longer receivable and therefore overstated in the financial statements. Management has engaged local tax specialists who have confirmed the high likelihood of recoverability of the majority of this balance. Therefore, the Directors have confident that the majority of this balance is not impaired and have provided against 26% of the total. External Auditor’s Fees, Objectivity and Independence The Audit Committee confirms that the external auditor performed only statutory audit services during the year, with no engagements undertaken in respect of reporting accountant or other non-audit services. Accordingly, the Committee is satisfied that the auditor’s independence and objectivity have been maintained. The Committee continues to monitor this position and is confident that both PKF and the Company have appropriate policies and procedures in place to safeguard auditor independence. Fees paid during the year for audit services are disclosed in note 5 to the accounts. Re-appointment of External Auditor The Committee recommends to the Board the re-appointment of PKF Littlejohn LLP as Auditor at the forthcoming 2025 Annual General Meeting (AGM), and PKF Littlejohn LLP has expressed its willingness to continue in office. Internal controls/audit The Directors acknowledge their responsibility for the Groups’ system of internal control and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and ensure the reliability of financial information for both internal use and external publication. Whilst the Directors are aware no system can provide absolute assurance against material misstatement or loss, regular review or internal controls are undertaken to ensure that they are adequate and effective. The Group does not currently have an internal audit function due to the small size of the Group and limited resources available. The requirement for an internal audit function is kept under review. 27 Whistleblowing The Group has adopted a formal whistleblowing policy which aims to promote a very open dialogue with all its employees which gives every opportunity for employees to raise concerns about possible improprieties in financial reporting or other matters. The Bribery Act 2010 The Board is committed to acting ethically, fairly and with integrity in all its endeavours and compliance of the code is closely monitored. Market Abuse Regulations The Group is required to comply with article 18(2) of the Market Abuse Regulation (“MAR”) with reference to insider dealing and unlawful disclosure of inside information. The FCA requires traded companies to maintain insider lists as set out in the MAR. The Board has put in place a MAR compliance process and has established a Compliance Committee. This and the Company’s regulatory announcements are overseen by the Board of Directors. ENVIRONMENT, SOCIAL AND GOVERNANCE STATEMENT Environmental Minimise our footprint and strive to be a leader in environmental sustainability by bringing critical minerals to the world in a manner that minimises or eliminates environmental impacts. Social Protect our workers through good health and safety and develop our people through training, inclusion and retention. Hiring and training local people were possible. Governance Application of sound corporate governance as set out on pages 17 to 32 of this report. The Group strives to be a leader in environmental sustainability and believes that a successful future for our business and the customers we serve depends on the sustainability of the environment, communities and economies in which we operate. Altona undertakes its exploration activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature. Altona believes that the environmental impact associated with its activities should be kept to the minimum. To ensure proper environmental stewardship on its projects, and compliance with applicable legislation, Altona conducts preliminary assessments and environmental management plans prior to starting exploration activities and ensures that areas explored are properly maintained and rehabilitated. We are committed to minimising the impact of our operations on the environment and to demonstrating leadership by integrating environmental considerations into all our business practices. Our employees are the driving force behind our exploration activities. We seek to treat our people fairly and with respect and ensure they have the opportunity to develop and reach their potential. We comply with the labour legislation where we work. Most of our staff is employed from the local community. Learning and training activities are central to staff engagement and we provide on-the-job training. In the FY 2024, the employees took part in Drilling Sampling SOP training, to ensure that they were all able 28 to implement the new sampling procedure and Measurement Instrument training was provided for technical staff, which focused on laboratory analyses and RTK survey information. In the FY 2025, the employees received new and refresher training on SOPs in the context of the fluorspar assessment field work, to ensure they were able to implement these SOPs efficiently and safely. Other local stakeholders include our contractors, suppliers, business partners, local communities and government authorities, including all individuals who live in proximity to our operations or who may be impacted by our business relationships. The Company endeavours to support and make as much use as possible of local service suppliers. Climate-Related Financial Disclosures The Group recognises that climate change represents one of the most significant challenges facing the world today. Under the Listing Rules compliance with the Task Force on Climate-Related Financial Disclosures (TCFD) is required for all listed companies on a comply or disclose basis. TCFD Purpose In contrast to the Streamlined Energy and Carbon Reporting (SECR) disclosures which requires listed companies to disclose their greenhouse gases emissions, CO2 and energy usage, TCFD is primarily designed to protect shareholders from the impacts of climate change by ensuring companies disclose key information within these areas and communicate how they’re thinking about and assessing climate-related risks and opportunities as part of their resilience and risk assessment processes. TCFD adherence requires disclosure of greenhouse gas (GHG) emissions as part of the Metrics and Targets section. This creates a degree of overlap with SECR requirements, however TCFD’s focus is understanding how GHG emissions may expose a company to future changes in law, regulation or market dynamics which penalise higher polluting industry sectors, sub sectors or companies. Climate Change Risks and Opportunities The following table includes our TCFD disclosures and where necessary explanations why the Group has not fully met them and the Board’s plans to implement these in future. Governance, Strategy, Risk Management, Metrics and Targets Governance Management of climate-related risks and opportunities Board’s oversight The Company does not currently have a climate risk committee although climate risk is discussed at board meetings when relevant. A climate risk committee will be implemented when deemed necessary, most likely once a development project reaches DFS stage, prior to financing and implementation. Since our purpose, strategy and business plan are to capitalise on climate change by providing the materials the world needs to reduce its impact, we understand that climate change opportunity is embedded in our activity and that we need to ensure that the raw materials we produce or will produce are delivered in the least damaging way. Assessment and management The Board have started to consider the carbon footprint of its future products at MM and ways to reduce it. This is conceptual at this stage, but it is important to start early in order to integrate low 29 emissions and climate change reduction options in all relevant parts of the project (energy mix, procurement, carbon credits). MM will engage environmental consultants as part of regulatory compliance for its operations: EMPs, environmental audits, EIAs. It engaged a consultant to do a Fatal Flaw Analysis as part of the Scoping Study. Strategy Approach to both the actual and potential impacts of climate-related risks and opportunities Risks and opportunities Climate related issues identified and discussed include: Opportunities (mostly medium-long term) 1. Producing critical minerals to enable the world’s energy transition. 2. Supplying products that can satisfy Responsible Sourcing demand (including certification and auditing). 3. Net zero objective (ambitious). Risks (some are short term) 1. Competition with China, which is aggressively acquiring raw material sources in Africa. 2. Non-Climate Change environmental and social impact that also need to be mitigated. 3. Availability of a suitable downstream supply chain to ensure the project’s sustainability including on Climate Change matters. Strategy Climate Change actions are integrated in studies from an early stage. Risk Management How the Group identifies, assesses and manages climate-related risks Risk identification The Company has identified key climate change related risks as follows: 1. Competition for minerals projects. 2. Competition for equity capital. 3. Climate change physical impacts on jurisdiction and regions where metals and minerals deposits are located. 4. Potential for higher input costs, notably for fossil fuels and building materials such as cement and steel. 5. Reduced demand for metal concentrates which have been produced using higher than average GHG emissions energy such as coal fired power. 6. Non Climate Change environmental risks. Processes and management The Company’s strategy is to acquire and develop critical minerals mining projects which will enable the world’s transition to renewable energy. A key part of the mine development process is the Pre-Feasibility Study (PFS), which includes investigations into mine emissions (gases and fluids) and waste (including tailings). The PFS also includes: 30 1. Investigations into the use of new technologies (especially renewable sources of energy such as solar). 2. Environmental baseline studies. 3. Water supply studies, rainfall pattern change, and regional hydrogeology. 4. Climate and weather patterns including average monthly temperatures. The PFS is authored by independent technical experts and managed by senior management and board members. For new project acquisitions, the company’s due diligence processes include a desktop review which cover all the above potential risks and opportunities. Metrics and Targets Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities GHG metrics The Company’s GHG emissions are currently low due to the nature of operations. During the period under review the main GHG emitters were: 1. International/domestic travel to and from site in Mozambique and Botswana and international travel for fund raising. 2. Employee / contractor accommodation and associated energy use. 3. Exploration drilling and associated logistics. As noted in the Company’s SECR disclosure below, energy usage was below 40,000 kWh and as a result complete Scope 1, 2 and 3 GHG data was not collected. During 2025/6 (or as operations increase) the Group will implement improved GHG data collection methodology at the Company and subsidiary levels although it expects GHG emissions and energy usage to remain relatively low. Climate related physical risks The Company’s exposure to physical risk relates to changes to the environment where its exploration operations are based. The Company is working to identify these physical risks and then will be able to provide metrics and targets to monitor this risk. At the UK Company level, the Directors ensure that climate change risks and opportunities are embedded in strategy. The Directors are of the view that the global demand for rare earth elements and other critical minerals will continue to rise, driven by the world’s transition to renewable energies and hence its own strategy to explore for and develop these minerals is aligned to TCFD opportunities and will result in share price appreciation. Governance will be strengthened to ensure reporting on these climate related risks is meaningful and transparent. Risk Management will include a process for identifying, assessing, and managing climate-related risks and the Group will establish various metrics and targets to assess climate-related risks and opportunities. 31 Streamlined Energy and Carbon Reporting (SECR) The Group’s current operations are limited to exploration activities in Mozambique and permitting in Botswana, and opportunities assessment in various other jurisdictions where it has and will continue to assess potential development projects for investment. An estimation of GHG emissions is based on: - Fuel consumption (journey distance in miles for international air travel, domestic air and land travel); - Energy use at the camp in Mozambique can be calculated on a daily basis for when the camp is in operation, based on fuel and cooking gas consumption. Much of the energy used is already generated by solar which has zero GHG emissions. The operations here employed an average of 5 people (2024: 8 people), sharing accommodation and using one vehicle; and - Other significant GHG emissions related to the use of one 4wd vehicle operating for a combined period of 1,000 hours and transportation of raw material samples to South Africa, Zimbabwe and Australia for assays, mineralogy characterisation and metallurgical test work (2024: 184 hours of drilling activity and transportation of raw materials to Australia for assay). One of the requirements of the SECR initiative is to report energy use that is used to calculate the GHG emissions reported in the Directors’ Report. This needs to be provided in kilowatt hours (kWh). However, only quoted companies and large unquoted companies that have consumed more than 40,000 kilowatt-hours (kWh) of energy in the reporting period must include energy and carbon information within their Directors’ report. The Company does not currently exceed this threshold and is therefore presently exempt from the SECR reporting requirements. The Group will work to minimise its contribution to GHG and will maintain this focus in all future operations. The Group intends to improve GHG data collection and publish GHG and energy emissions data in line with the SECR regulations as the Group’s projects develop. Approved on behalf of the Board of Directors. Simon Charles Non-Executive Chair 32 DIRECTORS’ REPORT The Directors present their report, together with the audited consolidated financial statements, for the year ended 30 June 2025. Company Information Altona Rare Earths Plc (the “Company”) is a publicly listed company incorporated and domiciled in England & Wales. Its registered offices are at Eccleston Yards, 25 Eccleston Place, London SW1W 9NF. On 9 June 2023, the Company announced the admission of the Company’s entire issued share capital to the Official List of the Financial Conduct Authority by way of a ‎Standard Listing under Chapter 14 of the Listing Rules and to trading on the London Stock ‎Exchange's Main Market for listed securities ("Admission"). The Company’s shares are listed under the new ticker “REE”. From 29 July 2024, this two tier system was replaced and the Company is now in the “Equity Shares - Transition” category. The Company’s principal activity is focused on the discovery and development of Critical Raw Materials mining projects in Africa. Results And Dividends The loss for the year before taxation amounted to £943,000 (2024: loss of £1,672,000). The Directors do not recommend the payment of a dividend (2024: £Nil). The nature of the Company’s business means that it is unlikely that the Directors will recommend a dividend in the near future. The Directors believe the Company should seek to generate capital growth for its Shareholders. The Company may recommend distributions at some future date when it becomes commercially prudent to do so, having regard to the availability of the Company’s distributable profits and the retention of funds required to finance future growth. Financial Risk Management Note 3 of the financial statements details the financial risk factors affecting the Group and summarises the Group’s policies for mitigating such risks through holding and issuing financial instruments. These policies have been followed during the current and prior year. Directors’ And Officers’ Indemnity Insurance During the financial year, the Group maintained insurance cover for its Directors and Officers under a Directors’ and Officers’ liability insurance policy. The Group has not provided any qualifying indemnity cover for the Directors. Business Review, Future Developments And Key Performance Indicators A review of the business, future developments and key performance indicators are outlined in the Chairman’s Report and the Strategic and Corporate Governance Report. Directors And Directors’ Interests The Directors who held office during the year under review, and as at the date of this report, were as follows: Louise Adrian Cédric Simonet Kristoffer Andersson (appointed 1 August 2024) Simon Charles Audrey Mothupi (resigned 1 August 2024) Martin Wood (resigned 10 August 2024) 33 The beneficial interests of the Directors who held office at 30 June 2025 and their connected parties in the share capital of the Company is included in the Remuneration Report on pages 37 - 43. Substantial Shareholders The Company has been notified of the following interests of 3 per cent. or more in its issued share capital as 17 October 2025. Number of Ordinary shares Percentage of holding Tracarta Ltd 31,575,000 10.82% RS & CA Jennings 45,559,630 15.61% Spreadex Limited 20,050,000 6.87% Directors’ Remuneration Directors’ remuneration is disclosed in the Directors’ Remuneration Report on pages 37 - 43 Post Reporting Date Events Details of post reporting date events are disclosed in Note 22 of the financial statements. Environmental And Social Governance (“ESG”) And Streamlined Energy And Carbon Reporting This is referred to in the Corporate Governance Report on pages 28 to 32. Political And Charitable Contributions No charitable or political donations were made in either year. Going Concern See Note 1 to the consolidated Financial Statements. Provision Of Information To Auditor The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as they are individually aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as Director to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Auditor PKF Littlejohn LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the annual general meeting. Annual General Meeting This report and the Financial Statements will be presented to shareholders for their approval at the Company’s Annual General Meeting (“AGM”). The Notice and date of the AGM will be notified to the shareholders on the website and through an RNS. Corporate Governance A report on Corporate Governance can be found in the Corporate Governance Report on page 17 to 32 of these financial statements. The Corporate Governance Report forms part of this directors’ report and is incorporated into it by cross reference. 34 Website Publication The Directors are responsible for ensuring the Annual Report and the financial statements are made available on its website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. Statement Of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report, Report of the Directors and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with UK adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the Group profit or loss for that period. In preparing these financial statements, the Directors are required to:  select suitable accounting policies and then apply them consistently;  make judgments and accounting estimates that are reasonable and prudent;  state whether applicable UK adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company 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 Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. Directors’ Responsibility Statement Pursuant To Disclosure And Transparent Rules Each of the Directors, whose names and functions are listed on page 3 confirm that, to the best of their knowledge and belief: • The Financial Statements prepared in accordance with UK adopted international accounting standards and give a true and fair view of the assets, liabilities, financial position and loss of the Group and Company; and • the Annual Report and Financial Statements, including the Business review, includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face. 35 This report was approved and authorised for issue by the board on 24 October 2025 and signed on its behalf by: Dr Cédric Simonet CEO Altona Rare Earths Plc 36 REMUNERATION REPORT PART 1 – INTRODUCTION On behalf of the Board, I am pleased to present the Company’s Remuneration Committee Report, which sets out the remuneration policy and the Directors’ remuneration for the year ended 30 June 2025. The Company has resolved to comply with the provisions of the Quoted Companies Alliance Corporate Governance Code (QCA Code) so far as is practicable given the Company’s size, nature and stage of development and has prepared this report with regard to the QCA Remuneration & Nominations Committee Guide for small and mid-sized quoted companies, revised in 2023. A summary of the Remuneration Committee’s role and membership can be found in the Governance section of this annual report. Remuneration Policy The Remuneration Policy is intended to fit the current size and profile of the Group, to support the achievement of the Group’s operational, business, financial and strategic objectives and align the interests of the Directors with shareholders over the short and longer term. To achieve our goals, the Group seeks to provide competitive overall pay, split between fixed and performance-related elements. The Company also intends to operate a structured long-term incentive strategy entailing awards of options granted annually subject to relative shareholder return and corporate targets. Remuneration Committee Remuneration Committee meetings are expected to be held at least twice during the year. Additionally, matters for its consideration were discussed at Board meetings on several occasions. On each occasion, no Director was present while matters concerning him or her were discussed, and all decisions were taken by Non-Executive Directors, in accordance with the Remuneration Committee’s Terms of Reference. The Remuneration Committee comprises Kristoffer Andersson (Chair) and Simon Charles, both of whom have been deemed by the Board to be independent. Context within which remuneration managed As detailed elsewhere in this annual report, during the financial year the Company achieved its objectives of diversification and increasing its asset portfolio with the acquisition of the prospecting licence in Botswana and commenced drilling for Fluorspar at Monte Muambe in September 2025. Principal actions and decisions during the year The principal decisions in respect of remuneration taken during the year were:  During 2024/5, due to the continued focus on cashflow management, the Company responded by agreeing with its Executive and Non-Executive Directors, with effect from 1 January 2025, that 25% of their salary/remuneration would be paid in Ordinary Shares in the Company, reducing the Company’s monthly cash salary costs.  The CFO has agreed to continue to take her net salary in shares. This part of the salary will be paid by the issue of ordinary shares of the Company quarterly in arrears priced at the 10-day VWAP immediately prior to the end of the relevant quarter (being August, November, February and May) and will continue until economic conditions allow the full salary to be paid in cash. 37  Increase in the salary of the CEO from £120,000 to £140,000 (with the increase intended to be issued in shares of the Company) and increase in salary of the CFO from £24,000 to £30,000 (net payment to continue to be paid in shares), both effective 1 September 2024. PART 2 - REMUNERATION POLICY The ongoing policy of the Remuneration Committee is to provide competitive remuneration packages to enable the Group to retain and motivate its key Executives and to cost-effectively incentivise them to deliver long-term shareholder value. The Remuneration Committee keeps itself informed of relevant developments and best practice in the field of remuneration and seeks advice where appropriate from external advisers. It maintains oversight of the remuneration of all employees, which is the responsibility of the Chief Executive Officer. The remuneration policy for the Non-Executive Directors is determined by the Board, considering best practice and the Articles of Association. It is the aim of the Remuneration Committee to reward key Executives for delivering value for the Group and for shareholders. The Remuneration Committee also applies the broader principle that the Company’s Executive remuneration should be competitive with the remuneration of directors of comparable companies. Components of the remuneration package: The main components of the remuneration package for Executive Directors and Senior Management are:  Base salary;  Performance-related annual bonus scheme; and  Long-term incentive plan (“LTIP’’). Base salary The policy is to pay a fair and reasonable base salary, supports the recruitment and retention of Executive Directors of the calibre required to fulfil the role without paying more than necessary. Reflects skills, experience, role. The base salary is reviewed at least annually by the Remuneration Committee, having regard to the performance of the Company and economic conditions and taking note of any changes to an individual’s job scope. Performance-related bonus scheme (not yet implemented) Rewards and incentivises the achievement of annual objectives for Executive Directors and Key Senior Employees. The annual objectives are aligned with key strategic goals and supports the enhancement of shareholder value. Maximum potential values will not exceed 50% of base salary in any year. Existing arrangements are set out in the annual report section below. Pre-defined operational, financial and/ or other targets are set to be achieved by specified dates triggering the payment of specified amounts. Weighting of individual KPIs remaining at 60% and the weighting of corporate KPIs remaining at 40% of the total. Awards subject to targets may be set at any time and are not set on an annual basis. Annual bonus is calculated based on the achievement of each objective. Bonuses are non-pensionable. Bonuses may be paid in cash or in shares at the Committee’s discretion. 38 Long term incentive plan Incentivises Executives and Senior employees to achieve the Company’s long term strategy and create sustainable shareholder value. Aligns with shareholder interests through the potential delivery of shares. Award of options under a share award plan which vest subject to operational, financial and or share price targets to be achieved by specified dates triggering the payment of specified amounts. Non-Executive fees Fees for Non-Executive Directors are set at an appropriate level to recruit and retain directors of a sufficient calibre without paying more than is necessary to do so. Fees are set taking into account the following factors: the time commitment required to fulfil the role, typical practice at other companies of a similar size, and salary levels of employees throughout the Group. Fees are reviewed at appropriate intervals (normally once every year) by the Board with reference to individual experience, the external market and the expected time commitment required of the Director. Non-Executive share awards To help attract, retain, and motivate Non-Executive Directors with the necessary skills, and to align their interests with those of shareholders, the Company intends to grant one-time awards of options. The exercise price will be determined by the Board at an appropriate level. The options will vest immediately, with no performance conditions other than continued service, and will expire three years after the date of grant. Description of KPIs for the year ending 30 June 2026 For 2025/6, the KPIs for the Executives and Senior Management are in the process of being reset to align with the Company’s objectives for the year ended 30 June 2026 at both corporate and individual levels. The KPIs will be based on financial and work programme and cost management. They are expected to be weighted at 40% for individual performance and 60% for overall company performance. Executive Directors’ Service Contracts Executive Director Appointment date Service period Other information Cédric Simonet 30 May 2023 90 days notice in writing Contract updated to replace COO contract, effective 9 June 2023. Annual salary £140,000 (effective 1 September 2024). Louise Adrian 30 May 2023 90 days notice in writing Effective 9 June 2023. Annual salary of £30,000 (effective 1 September 2024) to be satisfied quarterly in shares (based on 2 days per week). Louise also is a Partner at Orana Corporate LLP who provide the Company with Company Secretarial and accounting services (see related parties note 20). Shares are to be issued quarterly in arrears, at an issue price equal to the 10-day VWAP at the end of such quarter. No payments have been made for compensation for loss of office. The Company has not paid out any excess retirement benefits to any Directors or past Directors. The Company has not paid any compensation to past Directors. 39 Non-Executive Directors’ Service Contracts The Non-Executive Directors signed letters of appointment with the Company upon appointment for the provision of Non-Executive Directors’ services, terminable by 3 months written notice given by either party. The appointments are all intended to be for a term of 3 years. Non-Executive Director Appointment date Other information Simon Charles 30 May 2023 Appointment of Chair, effective 11 August 2024, with a salary of £37,500. Kristoffer Andersson 1 August 2024 Annual salary of £28,000. The Non-Executive Directors’ remuneration (including that of the Chairman) reflects the anticipated time commitment to fulfil their duties. Non-Executive Directors do not receive benefits, a pension or compensation on termination of their appointments. In the future, they could receive a set number of options relating to the Company’s LTIP. When recruiting a new Non-Executive Director, the Remuneration and Nominations Committee will follow the policy set out in the table above. The letters of appointment do not include any provisions for the payment of pre-determined compensation upon termination of appointment and notice may be served by either party. All appointments are subject to the Company’s Articles of Association (Articles) and re-election by shareholders in accordance with the provisions contained in the Articles. If the Board is contemplating a transaction that requires more work than would normally be expected of Non-Executive Directors, their fees may be increased by up to 100%, to a level to be determined by the Board at that time. The Directors have responsibility to review, monitor and make recommendations to the Board regarding the orientation and education of directors which includes an annual review of the Directors’ compensation programme. Payment for loss of office The Committee will honour all Director’s contractual entitlements. Service contracts do not contain liquidated damages clauses. If a contract is to be terminated, the Committee will determine such mitigation as it considers fair and reasonable in each case. There is no agreement between the Company and its Directors or employees, providing for compensation for loss of office or employment that occurs because of a takeover bid. The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director’s office or employment. 40 PART 3 – REMUNERATION REPORT (AUDITED) Directors’ remuneration Year ended 30 June 2025 Year ended 30 June 2024 % Change in total salary from prior year Salary/Fees Total Total £ £ £ Non-Executive Directors Simon Charles 36,453 36,453 33,833 7.7% Kristoffer Andersson1 25,667 25,667 - N/A Audrey Mothupi2 2,000 2,000 24,000 N/A Martin Wood3 6,613 6,613 60,000 N/A Sub-total 70,733 70,733 117,833 (40.0%) Executive Directors Louise Adrian 29,000 29,000 24,000 20.8% Cédric Simonet 136,667 136,667 120,000 13.9% Sub-total 165,667 165,667 144,000 15.0% Total 236,400 236,400 261,833 (9.7%) 1 Appointed 1 August 2024 2 Resigned 1 August 2024 3 Resigned 10 August 2024 No Bonus or Pension was paid to the Directors during the year Directors’ interests in shares The Directors who held office at the end of the year had the following interests in the Ordinary Shares of the Company: 24 October 2025 30 June 2025 30 June 2024 Non-Executive Directors Simon Charles 1,023,862 781,148 - Kristoffer Andersson 314,994 133,766 - Sub-total 1,338,856 914,914 - Executive Directors Louise Adrian 6,949,635 5,534,594 405,306 Cédric Simonet 4,975,670 3,398,986 925,711 Sub-total 11,925,305 8,933,580 1,331,017 Total 13,264,161 9,848,494 1,331,017 The Directors held 5.91% of the total share capital of the Company at 30 June 2025 and 4.54% at 24 October 2025, (2024: 1.53%). The shares issued to the Directors during the year were due to both their involvement in the Placing and the issue of shares in lieu of cash payment for their monthly salaries. Directors’ interests in warrants The Directors who held office at the end of the year had the following interests in warrants to acquire Ordinary Shares of the Company: 41 24 October 2025 30 June 2025 30 June 2024 Executive Directors Louise Adrian 666,667 - 600,000 Cédric Simonet 800,000 - - Total 1,466,667 - 600,000 The warrants were granted as part of the Placing on the 21 August 2025 and have a one year life with an exercise price of £0.02. Relative importance of spend on pay The table below illustrates the year-on-year change in total remuneration compared to distributions to shareholders and operational cash flow for the financial periods ended 30 June 2025 and 2024: Distributions to shareholders Total directors and employee pay Operational cash outflow £ £ £ Year ended 30 June 2025 Nil 316,000 966,000 Year ended 30 June 2024 Nil 490,000 98,000 Total employee pay includes wages and salaries, social security costs and pension costs for employees in continuing operations. Further details on employee remuneration are provided in note 6. Operational cash outflow has been shown in the table above as cash flow monitoring and forecasting is an important consideration for the Remuneration Committee and Board of Directors when determining cash-based remuneration for directors and employees. 42 Historical share price performance comparison The Directors have considered the requirement to present a performance comparison and have reviewed the Company’s share price movement against the MVIS Global Rare Earth/Strategic Metals Index (MVREMX) over the period from 30 June 2024 to 30 June 2025. The MVIS index, which tracks global companies involved in the production and processing of rare earth and strategic metals, is considered a relevant indicator of wider sector trends. Both the Company’s share price and the index have been rebased to illustrate relative percentage movements rather than absolute values. Over the period, the MVIS index remained broadly stable, reflecting steady market conditions across the sector, while the Company’s share price exhibited greater volatility, consistent with its status as a small-cap exploration business. Source: FactSet Consideration of shareholder views The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional feedback received from time to time, is considered as part of the Company’s annual policy on remuneration. Approved on behalf of the Board of Directors. Kristoffer Andersson Chair of the Remuneration Committee 43 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ALTONA RARE EARTHS PLC Opinion We have audited the financial statements of Altona Rare Earths plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 June 2025 which comprise the Statement of Consolidated Profit or Loss and Other Comprehensive Income, the Statement of Consolidated Financial Position and the Parent Company Statement of Financial Position, the Statement of Consolidated Cash Flows and the Parent Company Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the Parent Company Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. In our opinion: ● The financial statements give a true and fair view of the state of the company’s affairs as at 30 June 2025 and of the group’s loss for the year then ended; ● the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and ● the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and ● the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to note 1 in the financial statements, which states that the ability of the group and parent company to meet its projected expenditure is dependent on raising further funding during the going concern period. These conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: 44 ● Reviewing the cashflow forecast and budgets for the going concern period being twelve months from the anticipated date of signing the financial statements and the corresponding key assumptions and inputs used. This included inflows from capital fundraises that management anticipate being achieved in the going concern period; ● Discussing with management regarding the future plans of the group; ● Comparing actual results for the year to forecasts to assess management’s forecasting abilities and the accuracy of its forecasts; ● Challenging management’s key assumptions and inputs of forecast cash receipts from fundraising and cash outflows in respect of committed costs; ● Testing the arithmetical accuracy of the cashflow forecasts; and ● Performing a sensitivity analysis on the key assumptions and inputs within the forecasts. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Our application of materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined the materiality thresholds for the financial statements as follows: Group financial statements Parent company financial statements Materiality for the financial statements as a whole £33,000 (2024: £55,000) £25,000 (2024: £37,500) Performance materiality £26,000 (2024: £38,500) £20,000 (2024: £26,250) Basis for materiality for the financial statements as a whole 2% (2024: 5% of the group’s net assets) of the group’s adjusted net assets. 1.25% (2024: 3% of parent company’s net assets) of the parent company’s adjusted net assets. Rationale The group is still in the exploration stage and is not revenue generating. Adjusted net assets are therefore viewed as the key area of relevance to stakeholders in assessing the financial performance of the group in its early years of exploration, as the net asset value is driven by the exploration assets which will ultimately drive future profitability of the group. We have revised our materiality benchmark from net assets to adjusted net assets, with the adjustment reflecting the add-back of loan balances. This change is based on our assessment that adjusted net assets offer a more representative view of the group’s financial position, particularly as the group is not yet trading and has been primarily financed through equity fundraises and borrowings. 45 The use of adjusted net assets also mitigates the volatility inherent in the unadjusted figure, which can fluctuate depending on the timing of capital injections and loan drawdowns. By incorporating loan balances, the benchmark more accurately reflects the group’s underlying capital structure and available financial resources. The percentage applied to the benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the members, and also to ensure that matters that would have a significant impact on the results were appropriately considered. Performance materiality has been set at 80% (2024: 70%) of materiality for the financial statements as a whole, for both the group and parent company. The percentage applied was determined based on our risk assessment of the control environment and our cumulative knowledge of the group and parent company. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. The audit of Monte Muambe Mining, Lda (“MMM”) was performed by a component auditor, with performance materiality set by us at £24,000 (2024: £31,500). We agreed with the audit committee that we would report to them misstatements identified during our audit above £1,600 (2024: £2,250) for the group audit and £1,250 (2024: £1,875) for the parent company audit, as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Our approach to the audit The group includes the listed parent company and its subsidiary. We tailored the scope of our audit to ensure that the planned procedures allowed us to gain sufficient appropriate audit evidence to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes, and the industry in which they operate. As part of our planning, we assessed the risk of material misstatement including those that required significant auditor consideration at the component and group level. In particular, we looked at areas of estimation, for example in respect of the valuation of exploration and evaluation assets, the valuation of investments in subsidiaries and the matters set out in the material uncertainty related to going concern paragraph above. We performed procedures to address the risks identified and for the most significant assessed risks of misstatement, the procedures performed are outlined below in the key audit matters section of this report. An audit was performed on the financial information of the group’s significant operating components which, for the year ended 30 June 2025, were located in the United Kingdom and Mozambique. The component in Mozambique was audited by a component auditor operating under our instruction to undertake a full scope audit. We communicated regularly with the component auditor, and we were responsible for the scope and oversight of the audit process. We also performed specific scope audit work on the material balances of Altona Rare Earths Mauritius. 46 This work, in conjunction with additional procedures performed by us, provided sufficient appropriate audit evidence for our opinion on the group and parent company financial statements. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report. Key Audit Matter How our scope addressed this matter Valuation of Exploration and Evaluation assets (note 2 and 11) The group has material intangible Our work in this area included: assets of £1,637k, being capitalised • Substantive testing on additions capitalised to exploration costs in respect of exploration and evaluation assets during the exploration and evaluation activities year to assess whether they are: in Mozambique. o appropriate to capitalise; and o are allocated to a valid legal right to There is a risk that these assets have explore which is owned by the group. been incorrectly capitalised in • Obtaining, reviewing and critically assessing accordance with IFRS 6 Exploration for management's impairment assessment and and Evaluation of Mineral Resources obtaining supporting evidence for and that there could be indicators of management's judgements therein; impairment as at 30 June 2025. • Assessing whether impairment indicators Management's assessment of the IFRS exist in line with IFRS 6, taking into account 6 indicators of impairment involves the following factors: judgement, particularly in early-stage o The current status of Mining exploration projects. There is a risk Concession No. 11854C, including the that the carrying value of these conditions attached to its granting intangible assets is overstated. and its expiry date; o Correspondence with the National Given the carrying value of the Mining Institute (Instituto Nacional de intangible assets is material and that Minas, INAMI); judgement is involved when assessing o The status of outstanding matters this balance for impairment, this area that must be resolved prior to the is considered to be a key audit final issuance of the mining matter. concession, and the likelihood of their resolution. • Discussing with management their plans regarding future exploration on the licence areas; and • Assessing the appropriateness of the accounting policies and disclosures included in the financial statements in accordance with IFRS 6. 47 Key observations We draw attention to the mining concession granted to the group on 20 December 2024 for rare earths and associated minerals (which includes fluorspar and gallium). The concession includes outstanding commitments at year end, notably the settlement of a financial guarantee that remains under negotiation. The negotiation follows a revised scoping document submitted by the group to the Government of Mozambique, which primarily focuses on Fluorspar. Management has indicated that development activities related to Rare Earths may also continue under this licence and associated guarantee. If the group is unable to reduce the guarantee, it may exceed available funding, potentially resulting in the concession being revoked. Valuation of Investments in subsidiaries and recoverability of intercompany receivables (parent company) (note 2 and 10) The parent company holds material Our work in this area included: investments as at 30 June 2025 of • Obtaining the impairment review for all £346,000 (2024: £365,000). investments held from management and challenging the key assumptions; There is also a material intragroup • Confirming the ownership of MMM, loans of £1,835,000 (2024: • Ensuring that no impairment indicators exist £1,705,000) given the parent in accordance with IFRS 6 and IAS 36 company funds exploration activity in Impairment of Assets; Mozambique. • Challenging the judgements and estimates used by management to assess the Since the underlying flagship project recoverability of the investment including the “Monte Muambe” is within the reclassified intragroup loans; and parent company's investment in • Considering the recoverability of investments MMM, there is a risk that the and intragroup loans by comparing these to investment in subsidiaries and intra underlying asset values and exploration group receivables are not fully projects. recoverable. Key observations Given the carrying value is material Since the investment balance substantially relates to and that judgement is involved when the group's flagship project, Monte Muambe, held assessing within the parent company's investment in MMM, we impairment and expected credit draw attention to the key observation above losses, this area is considered to be a regarding the valuation of exploration and evaluation key audit matter. assets. The uncertainties surrounding the mining concession and associated guarantee amount may have a direct impact on the recoverability of the investment in subsidiaries and intercompany receivables. 48 Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ● the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ● the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ● adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ● the financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or ● certain disclosures of directors’ remuneration specified by law are not made; or ● we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in in Statement of Directors’ Responsibilities, 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. 49 In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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: ● We obtained an understanding of the group and parent company and the natural resources sector to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through detailed discussions with management about and potential instances of non-compliance with laws and regulations both in the UK and in Mozambique. We also selected a specific audit team based on experience with auditing listed entities of a similar size within this industry. ● We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from: o Listing Rules and Disclosure Guidance and Transparency Rules listing rules o 2023 Quoted Companies Alliance code (QCA) o Anti-Bribery and Money Laundering Regulations o Local industry regulations in Mozambique o Local tax laws in the UK and Mozambique ● We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to: o Enquiries of management and discussions with the component auditor o Review of board minutes o Review of legal expenses o Review of Regulatory News Services (RNS) announcements ● We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the valuation of debt facilities and convertible loans, the valuation of share-based payments, the valuation of the investment in subsidiary undertakings and the valuation of exploration and evaluation assets as described in the Key Audit Matters section above. We addressed this by challenging the assumptions and judgements made by management when auditing these significant accounting estimates and ensuring that there were adequate disclosures included in the respective notes the financial statements. 50 ● As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. ● Compliance with laws and regulations at the subsidiary level was ensured through conducting enquiries of management and reviewing correspondence for any instances of non-compliance. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Other matters which we are required to address We were appointed by the directors of Altona Rare Earths plc on 24 June 2021 to audit the financial statements for the period ending 30 June 2021 and subsequent financial periods. Our total uninterrupted period of engagement is 5 years, covering the periods ending 30 June 2021 to 30 June 2025. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or parent company and we remain independent of the parent company in conducting our audit. 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 so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Daniel Hutson (Senior Statutory Auditor) 15 Westferry Circus For and on behalf of PKF Littlejohn LLP Canary Wharf Statutory Auditor London E14 4HD 24 October 2025 51 STATEMENT OF CONSOLIDATED PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2025 Notes 2025 £’000 2024 £’000 Continuing operations: Administrative expenses (789) (971) Operating costs (66) (102) Fundraise costs - (72) Operating loss 5 (855) (1,145) Finance costs 8 (88) (527) Loss before taxation (943) (1,672) Income tax 9 - - Loss for the year from continuing operations (943) (1,672) Total loss for the year attributable to: Owners of Altona Rare Earths Plc (916) (1,618) Non-controlling interests (27) (54) (943) (1,672) Other comprehensive income Items that may be reclassified subsequently to profit and loss: Exchange differences on translation of foreign operations (152) 15 (152) (1,657) Total comprehensive loss attributable to: Owners of Altona Rare Earths Plc (1,074) (1,606) Non-controlling interests (21) (51) (1,095) (1,657) Earnings per share (expressed in pence per share) - Total Basic and Diluted earnings per share 7 (0.59)p (1.97)p The accounting policies and notes on pages 59 to 84 form part of these consolidated financial statements. 52 STATEMENT OF CONSOLIDATED FINANCIAL POSITION As at 30 June 2025 Notes 2025 £’000 2024 £’000 ASSETS Non-current assets Intangible assets 11 1,632 1,607 Tangible assets 12 73 117 Total non-current assets 1,705 1,724 Current assets Trade and other receivables 13 132 174 Cash and cash equivalents 109 392 Total current assets 241 566 TOTAL ASSETS 1,946 2,290 LIABILITIES Non-current liabilities Loans 15 - (322) Total non-current liabilities - (322) Current liabilities Trade and other payables 14 (279) (585) Other loans 14 (1,232) (362) Total current liabilities (1,511) (947) TOTAL LIABILITIES (1,511) (1,269) NET ASSETS 435 1,021 EQUITY Share capital 16 3,082 2,283 Share premium 16 23,127 23,072 Paid in share capital to issue 16 - 345 Share-based payment reserve 17 474 474 Other equity – CLN reserve - 12 Foreign exchange reserve (130) 29 Retained deficit (26,001) (25,097) 552 1,118 Non-controlling interest (117) (97) TOTAL EQUITY 435 1,021 The financial statements were approved by the Board and authorised for issue on 24 October 2025 and signed on its behalf by: Cédric Simonet - Chief Executive The accounting policies and notes on pages 59 to 84 form part of these consolidated financial statements. 53 PARENT COMPANY STATEMENT OF FINANCIAL POSITION COMPANY REGISTRATION NUMBER: 05350512 As at 30 June 2025 Notes 2025 £’000 2024 £’000 ASSETS Non-current assets Tangible assets 12 2 3 Investment in subsidiaries 10 2,181 2,051 Total non-current assets 2,183 2,054 Current assets Trade and other receivables 13 213 124 Cash and cash equivalents 89 391 Total current assets 302 515 TOTAL ASSETS 2,485 2,569 LIABILITIES Non-current liabilities Loans 15 - (322) Total non-current liabilities - (322) Current liabilities Trade and other payables 14 (257) (573) Convertible loan notes 14 (1,232) (362) Total current liabilities (1,489) (935) TOTAL LIABILITIES (1,489) (1,257) NET ASSETS 996 1,312 EQUITY Share capital 16 3,082 2,283 Share premium 16 23,127 23,072 Paid in share capital to issue 16 - 345 Share-based payment reserve 17 474 474 Other equity – CLN reserve - 12 Retained deficit (25,687) (24,874) TOTAL EQUITY 996 1,312 The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present its individual Company Statement of Comprehensive Income. The Company's loss for the year from operations is £825,000 (2024: loss of £1,558,000). The financial statements were approved by the Board and authorised for issue on 24 October 2025 and signed on its behalf by: Cédric Simonet - Chief Executive The accounting policies and notes on pages 59 to 84 form part of these financial statements. 54 STATEMENT OF CONSOLIDATED CASH FLOWS For the year ended 30 June 2025 Notes 2025 £’000 2024 £’000 Cash flows from operating activities Loss for the year before taxation (943) (1,672) Adjustments for: Shares/warrants issued for fees and services 128 487 Finance costs 97 157 Depreciation 12 37 40 Foreign exchange movements (4) 15 Operating cashflows before movements in working capital (685) (973) Decrease/(increase) in trade and other receivables 41 (6) Decrease in trade and other payables (322) (8) (281) (14) Net cash used in operating activities (966) (987) Cash flows from investing activities Payment for additional equity in subsidiary 10 - (107) Purchases of property, plant and equipment 12 - (11) Purchases of intangible assets 11 (164) (250) Net cash used in investing activities (164) (368) Cash flows from financing activities Proceeds from issue of shares 16 49 345 Proceeds from loans 15 813 313 Interest paid 14 (15) (41) Net cash generated from financing activities 847 617 Net decrease in cash and cash equivalents (283) (738) Cash and cash equivalents at beginning of the year 392 1,130 Cash and cash equivalents at the end of the year 109 392 Significant non-cash transactions The significant non-cash transactions were the issue of shares detailed in note 16 and warrants issued in note 18. The accounting policies and notes on pages 59 to 84 form part of these financial statements. 55 PARENT COMPANY STATEMENT OF CASH FLOWS For the year ended 30 June 2025 Notes 2025 £’000 2024 £’000 Cash flows from operating activities Loss for the year before taxation (825) (1,558) Adjustments for: Shares/warrants issued for fees and services 128 487 Finance costs/Foreign exchange 96 157 Depreciation 12 1 1 Income (2) - Operating cashflows before movements in working capital (602) (913) Increase in trade and other receivables 14 20 Decrease in trade and other payables (331) (17) (317) 3 Net cash used in operating activities (919) (910) Cash flows from investing activities Payment for additional equity in subsidiary 10 - (107) Loans granted to subsidiary undertakings (230) (318) Net cash used in investing activities (230) (425) Cash flows from financing activities Proceeds from issue of shares 16 49 345 Proceeds from loans 15 813 313 Interest paid 14 (15) (41) Net cash generated from financing activities 847 617 Net decrease in cash and cash equivalents (302) (718) Cash and cash equivalents at beginning of the year 391 1,109 Cash and cash equivalents at the end of the year 89 391 Significant non-cash transactions The significant non-cash transactions were the issue of shares detailed in note 16 and warrants issued in note 18. The accounting policies and notes on pages 59 to 84 form part of these financial statements 56 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2025 Share capital Share premium Paid in share capital to be issued Foreign exchange reserve Share-based payment reserve CLN Reserve Retained deficit NCI Total equity £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Balance at 30 June 2023 2,239 22,950 - 17 121 12 (23,360) (94) 1,885 Comprehensive income Loss for the year - - - - - - (1,618) (54) (1,672) Currency translation - - - 12 - - - 3 15 Total comprehensive income - - - 12 - - (1,618) (51) (1,657) Transactions with owners recognised directly in equity Issue of shares 44 122 - - - - - - 166 Shares to be issued - - 345 - - - - - 345 Share-based payments - - - - 353 - - - 353 Additional transactions with NCI - - - - - - (119) 48 (71) Total transactions with owners recognised directly in equity 44 122 345 - 353 - (119) 48 793 Balance at 30 June 2024 2,283 23,072 345 29 474 12 (25,097) (97) 1,021 Comprehensive income Loss for the year (916) (27) (943) Currency translation - - - (159) - - - 7 (152) Total comprehensive income - - - (159) - - (916) (20) (1,095) Transactions with owners recognised directly in equity Issue of shares 799 55 (345) - - - - - 509 CLN issue - - - - - (12) 12 - - Total transactions with owners recognised directly in equity 799 55 (345) - - (12) 12 - 509 Balance at 30 June 2025 3,082 23,127 - (130) 474 - (26,001) (117) 435 57 PARENT COMPANY STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2024 Share capital Share premium Paid in Share capital to be issued Share-based payment reserve CLN Reserve Retained deficit Total equity £’000 £’000 £’000 £’000 £’000 £’000 £’000 Balance at 30 June 2023 2,239 22,950 - 121 12 (23,316) 2,006 Comprehensive income Loss for the year - - - - - (1,558) (1,558) Total comprehensive income - - - - - (1,558) (1,558) Transactions with owners recognised directly in equity Issue of shares 44 122 - - - - 166 Shares to be issued - - 345 - - - 345 Share-based payments - - - 353 - - 353 Total transactions with owners recognised directly in equity 44 122 345 353 - - 864 Balance at 30 June 2024 2,283 23,072 345 474 12 (24,874) 1,312 Comprehensive income Loss for the year - - - - - (825) (825) Total comprehensive income - - - - - (825) (825) Transactions with owners recognised directly in equity Issue of shares 799 55 (345) - - - 509 CLN issue - - - - (12) 12 - Total transactions with owners recognised directly in equity 799 55 (345) - (12) 12 509 Balance at 30 June 2025 3,082 23,127 - 474 - (25,687) 996 58 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1.  ACCOUNTING POLICIES GENERAL INFORMATION Altona Rare Earths Plc (the “Company”) is a publicly listed company incorporated and domiciled in England & Wales. Its registered offices are at Eccleston Yards, 25 Eccleston Place, London SW1W 9NF. On 9 June 2023, the Company announced the admission of the Company’s entire issued share capital to the Official List of the Financial Conduct Authority by way of a ‎Standard Listing under Chapter 14 of the Listing Rules and to trading on the London Stock ‎Exchange's Main Market for listed securities ("Admission"). The Company’s shares are listed under the new ticker “REE”. From 29 July 2024, this two tier system was replaced and the Company is now in the “Equity Shares - Transition” category. The Company’s principal activity is focused on the discovery and development of Critical Raw Materials mining projects in Africa. BASIS OF PREPARATION The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006. The principal accounting policies are summarised below. They have been applied consistently throughout the year. The financial statements have been prepared on the historical cost basis, except for the assets acquisition which was measured at fair value. The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the parent company is Pounds Sterling (£) as this is the currency that finance is raised in. The functional currency of its main subsidiary is Mozambique Meticals (MTN) as this is the currency that mainly influences labour, material and other costs of providing services. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is the most relevant presentational currency for users of the consolidated financial statements. All values are rounded to the nearest thousand pounds (£’000) unless otherwise stated. Foreign operations are included in accordance with the policies set out below. The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in Note 2. GOING CONCERN The Group and Company raise money for exploration and capital projects as and when required. There can be no assurance that the Group and/or Company’s projects will be fully developed in accordance with current plans or completed on time or to budget. Future work on the development of these projects, the levels of production and financial returns arising therefrom, may be adversely affected by factors outside the control of the Group or Company. An operating loss is expected in the 12 months subsequent to the date of these financial statements. As a result the Group and Company will need to raise funding to provide additional 59 working capital within the next 6 months. The ability of the Group and Company to meet its projected expenditure is dependent on these further equity injections and / or the raising of cash through bank loans or other debt instruments/and or government grants and/or loans. Subsequent to the year end, the Group successfully raised gross funds of £0.9m in August 2025 through a combined equity placing (£0.8m) and the exercise of warrants (£0.1m) providing significant additional working capital. In October 2025, the Group raised further funds of £0.6m, which were used to pay down one of the loan facilities, whilst the terms of the remaining loan facility of £0.5m was extended for a further year. In addition, the Company anticipates that further cash will be generated through the exercise of existing warrants over the next 12 months. However, given the forecast operating loss and the requirement for additional working capital over the next six months, these conditions necessarily indicate that a material uncertainty exists that may cast significant doubt over the Group and Company’s ability to continue as a going concern and therefore their ability to realise their assets and discharge their liabilities in the normal course of business. Whilst acknowledging this material uncertainty, the Directors remain confident of raising further finance and therefore, the Directors consider it appropriate to prepare the consolidated and parent company financial statements on a going concern basis. The consolidated and parent company financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern. The Auditors have made reference to going concern by way of a material uncertainty within the financial statements. New standards, amendments and interpretations adopted by the Group During the current period the Group adopted all the new and revised standards, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 July 2024. This adoption did not have a material effect on the accounting policies of the Group. New standards, amendments and interpretations not yet adopted by the Group. The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the date of these Interim Financial Statements have been evaluated by the Directors and they do not consider that there will be a material impact of transition on the financial statements. These standards not yet adopted are listed below: Standard Amendment Focus References IFRS 1 – First-time Adoption of IFRS Clarifies hedge accounting aspects for consistency with IFRS 9; improves understandability for first-time adopters on hedge designations and reliefs. IFRS 1.B5, B6 IFRS 7 – Financial Instruments: Disclosures Updates obsolete references; aligns terminology with IFRS 13 Fair Value Measurement. IFRS 7.44NN, B38 IFRS 7 – Implementation Guidance Clarifies guidance does not cover every disclosure requirement; updates wording for consistency with IFRS 7, IFRS 9, IFRS 13. IG1, IG14, IG20B IFRS 9 – Financial Instruments Clarifies lease liability derecognition under IFRS 9 must be recognised in P&L (not retrospectively); enhances IFRS 9.2.1(b)(ii), 5.1.3, Appendix A 60 Standard Amendment Focus References consistency with IFRS 15 for initial measurement of receivables. IFRS 10 – Consolidated Financial Statements Clarifies use of “de facto agent” concept; stresses judgement required to assess whether other parties act on behalf of the investor. IFRS 10.B7 BASIS OF CONSOLIDATION The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 June each year. Per IFRS 10, control is achieved when the Company:  has the power over the investee;  is exposed, or has rights, to variable returns from its involvement with the investee; and  has the ability to use its power to affects its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:  the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;  potential voting rights held by the Company, other vote holders or other parties;  rights arising from other contractual arrangements; and  any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group’s accounting policies. The Group recognises any non-controlling interest in the acquired entity at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. 61 A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. Asset Acquisitions Acquisitions of mineral exploration licences through the acquisition of non-operational corporate structures that do not represent a business and therefore do not meet the definition of a business combination, are accounted for as the acquisition of an asset. Where an acquisition transaction constitutes the acquisition of an asset and not a business, the consideration paid is allocated to assets and liabilities acquired based on their relative fair values, with transaction costs capitalised. No gain or loss is recognised. Consideration paid in the form of equity instruments is measured by reference to the fair value of the asset acquired. The fair value of the assets acquired would be measured at the point control is obtained. The Group recognises the fair value of contingent consideration in respect to an asset acquisition, where it is probable that a liability has been incurred, and the amount of that liability can be reasonably estimated. Such contingent consideration is recognised at the time control of the underlying asset is obtained, and such an amount is included in the initial measurement of the cost of the acquired assets. FOREIGN CURRENCIES AND FOREIGN EXCHANGE RESERVE In preparing the financial statements of the Group entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss in the period in which they arise except for:  exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;  exchange differences on transactions entered into to hedge certain foreign currency risks (see below under financial instruments/hedge accounting); and  exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. 62 Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate). Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. SEGMENTAL REPORTING Operating segments are reported in a manner consistent with the internal reporting provided to the chief decision-maker. The chief decision-maker has been identified as the Executive Board, at which level strategic decisions are made. An operating segment is a component of the Group:  That engages in business activities from which it may earn revenues and earn expenses,  Whose operating results are regularly reviewed by the entity’s chief operating decision-maker to make decisions about resources to be allocated to the segment and assess its performance, and  For which discrete financial information is available. TAXATION Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Group operates. Deferred tax is accounted for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit or loss. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The Group has losses to be carried forward on which no deferred tax asset is recognised due to the uncertainty as to the timing of profit. INTANGIBLE ASSETS - EXPLORATION AND EVALUATION ASSETS Exploration and evaluation expenditure for each area of interest, other than that acquired from another entity, is charged to the consolidated statement of income as incurred, except when the Group has obtained the legal right to explore a specific area of interest. Once the right to explore is secured, expenditure is capitalised if it meets certain criteria and is expected to be recovered through successful development or sale of the area. Costs that are considered appropriate to capitalise include: - Directly Attributable Costs: This includes acquisition costs, geological and geophysical studies, exploratory drilling, and any other expenditure directly related to evaluating the technical feasibility and commercial viability of the resource. - Ongoing Active Operations: If significant exploration and evaluation activities are planned and continue, and the expenditure is expected to lead to commercially recoverable reserves, the Group capitalises the costs. 63 If at the reporting period's end, the exploration has not yet reached a stage where the existence of commercially recoverable reserves can be reasonably assessed, the expenditure remains capitalised. Purchased exploration and evaluation assets are recognised at their fair value at acquisition. As the capitalised exploration and evaluation expenditure asset is not available for use, it is not depreciated. Under IFRS 6, the capitalised amounts are not subject to regular impairment testing but are assessed when indicators of impairment arise, based on management judgment. This review is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. IFRS 6 permits impairments of exploration and evaluation expenditure to be reversed should the conditions which led to the impairment improve. The Group continually monitors the position of the projects capitalised and impaired. (See note 2a for further comments on the evaluation of the recoverability of these assets). Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement. PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment are stated at cost, less accumulated depreciation, and any provision for impairment losses. The asset’s residual values, useful lives and methods of depreciation /amortisation are reviewed at each reporting period and adjusted prospectively, if appropriate. Depreciation is charged on each part of an item of property, plant, and equipment to write off the cost of assets less the residual value over their estimated useful lives, using the straight–line method. Depreciation is charged to the income statement. The estimated useful lives are as follows: Buildings/Constructions – 25 years Heavy machinery and equipment – 8 years Precision machinery, computer and printers – 4 years Vehicles – 4 years FINANCIAL INSTRUMENTS Financial assets Classification The Group’s financial assets consist of financial assets held at amortised cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Financial assets held at amortised cost Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Any gain or loss arising on derecognition is recognised directly in the profit or loss and presented in other gains/ (losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss. 64 They are included in current assets, except for maturities greater than 12 months after the reporting date, which are classified as non-current assets. The Group’s financial assets at amortised cost comprise trade and other receivables and cash and cash equivalents at the year end. Recognition and measurement Financial assets are recognised on the trade date – the date on which the Group commits to purchasing or selling the asset. Financial assets are initially measured at fair value plus transaction costs. Financial assets are de-recognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership. Financial assets are subsequently carried at amortised cost using the effective interest method. Other receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognised at fair value. The other receivables in the accounts do not contain significant financing components. Impairment of financial assets The Group assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortised cost. For trade and other receivable due within 12 months the Group applies the simplified approach permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but rather recognises a loss allowance based on the financial asset’s lifetime expected credit losses at each reporting date. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:  Significant financial difficulty of the issuer or obligor;  A breach of contract, such as a default or delinquency in interest or principal repayments;  The Group, for economic or legal reasons relating the borrower’s financial difficulty, granting the borrower a concession that the lender would not otherwise consider;  It becomes probable that the borrower will enter bankruptcy or other financial reorganisation. The Group first assesses whether objective evidence of impairment exists. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flow (excluding future credit losses that have not been incurred), discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced and the loss is recognised in profit or loss. 65 If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss. Financial liabilities at amortised cost Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method. Other financial liabilities are initially measured at fair value. They are subsequently measured at amortised cost using the effective interest method. Financial liabilities are de-recognised when the Group’s contractual obligations expire or are discharged or cancelled. INVESTMENTS IN SUBSIDIARIES The Company recognises its investments in subsidiaries at cost, less any provision for impairment. Capital contributions are measured at their value on the date on which the Company makes the contribution. The Company assesses the impairment of each subsidiary against the total cost (both acquisition costs and capital contributions) made. BORROWINGS For convertible loan notes (CLNs), the liability portion of the CLN is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the loan notes. The remainder of the proceeds is allocated to the equity component, which represents the conversion option. This is recognised and included in shareholders’ equity, under the convertible loan notes reserve (“CLN Reserve”), net of any income tax effects, In cases where the convertible loan notes contain embedded derivatives the treatment differs. IFRS 9 requires that the embedded derivative be separated from the host contract if it meets certain criteria, including that the economic characteristics and risks of the embedded derivative are not closely related to those of the host. The embedded derivative is then measured at fair value through profit or loss (FVTPL), with changes in its value recognised in the income statement. The host liability, after separating the embedded derivative, is still measured at amortised cost unless designated otherwise. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. 66 EQUITY INSTRUMENTS An equity instrument is any contract that evidences a residual interest in the assets of a Company after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of direct issue costs. Share capital represents the amount subscribed for shares at nominal value. The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. The share-based payments reserve represents equity-settled shared-based employee remuneration for the fair value of the warrants issued. It also includes the warrants issued for services rendered accounted for in accordance with IFRS 2. The Convertible Loan Note "CLN” reserve represents the value of the conversion portion of the CLN, calculated as the proceeds, less amortised cost, less fair value. The foreign exchange translation reserve arises from the translation of the Group’s foreign operations at each year end. The assets and liabilities of these operations are translated at exchange rates prevailing on the reporting date and differences, if any, are recognised in this reserve. Retained deficit include all current and prior period results as disclosed in the Statement of Comprehensive Income, less dividends paid to the owners of the Company. The Non-Controlling Interest reserve shows the share of equity that belongs to others besides the parent company. SHARE BASED PAYMENTS The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The equity-settled share-based payments are expensed to profit or loss or capitalised to investments or intangibles in the statement of financial position over a straight line basis over the vesting period based on the Company’s estimate of shares that will eventually vest. A corresponding entry is then made in the share-based payment reserve. The fair value of these share-based payments is determined using Black-Scholes option pricing models and the assumptions are included in note 17 to the financial statements. The Group has two types of share-based payments other than employee compensation. Warrants issued for services rendered which are accounted for in accordance with IFRS 2 recognising either the costs of the service if it can be reliably measured or the fair value of the warrant (using Black-Scholes option pricing models – see note 17). Warrants issued as part of share issues have been determined as equity instruments under IAS 32. Since the fair value of the shares issued at the same time is equal to the price paid, these warrants, by deduction, are considered to have been issued at nil value. 67 EARNINGS PER SHARE Basic earnings per share is calculated by dividing: - the profit or loss attributable to the owners of the company, excluding any costs of servicing equity other than ordinary shares - by the weighted average number of ordinary shares outstanding during the financial year Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: - after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and - weighted average number of ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 2.  CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS In applying the Group’s accounting policies, which are described in note 1, the Directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. a)  Critical judgement in the recoverability of exploration and evaluation assets (see note 11) Exploration and evaluation assets include mineral rights and exploration and evaluation costs, including geophysical, topographical, geological and similar types of costs. Exploration and evaluation costs are capitalised if management concludes that future economic benefits are likely to be realised and determines that economically viable extraction operation can be established as a result of exploration activities and internal assessment of mineral resources. According to ‘IFRS 6 Exploration for and evaluation of mineral resources’, the potential indicators of impairment include: management’s plans to discontinue the exploration activities, lack of further substantial exploration expenditure planned, expiry of exploration licences in the period or in the nearest future, or existence of other data indicating the expenditure capitalised is not recoverable. At the end of each reporting period, management assesses whether such indicators exist for the exploration and evaluation assets capitalised, which requires significant judgement. The current exploration projects are actively being progressed and therefore the Company does not believe any circumstances have arisen to indicate these assets require impairment. b)  Critical judgement in the recoverability of VAT (see note 13) At 30 June 2025, the Group recognised an amount of £74,000 (2024: £91,000) within other receivables which relates to VAT receivable from the Mozambique government. This includes a provision for 26% (2024:23%) for non-recoverability. New legalisation in Mozambique has provided a path for companies operating in the mining sector to seek reimbursement of VAT prior to the production stage. Therefore, the Directors believe that this net amount will be recovered. 68 c)  Company only - Critical judgement in the impairment assessment of investment in subsidiaries (see notes 10) In preparing the parent company financial statements, the Directors apply their judgement to decide if any or all of the Company’s investments (including capital contributions) in its subsidiaries should be impaired. In undertaking their review, the Directors consider the outcome of their impairment assessment of the exploration and evaluation assets as noted above. In light of the Maiden Resource Estimate published in September 2023, which confirmed the presence of substantial resources at the property, together with the commencement of drilling activities aimed at producing a further Mineral Resource Estimate and a Prefeasibility Study in respect of fluorspar and gallium, the Directors consider that no impairment of the investment in this subsidiary is required. 3.  FINANCIAL INSTRUMENTS – RISK MANAGEMENT The financial instruments were categorised as follows: Group Company 2025 £’000 2024 £’000 2025 £’000 2024 £’000 Financial assets measured at amortised cost: Trade and other receivables (note 13) 84 128 171 88 Cash and cash equivalents 109 392 89 391 193 520 260 479 Financial liabilities measured at amortised cost: Trade and other payables (note 14) 76 138 57 126 Convertible loan notes and loans (note 14 and 15) 1,232 684 1,232 684 1,308 822 1,289 810 The Group’s financial instruments comprise cash and sundry receivables (all of which are carried at amortised cost) and payables that arise directly from its operations. The main risks arising from financial instruments are credit risk, liquidity risk and currency risk. The Directors review and agree policies for managing these risks and these are summarised below. There have been no substantial changes to the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. There is no significant difference between the carrying value and fair value of receivables, cash and cash equivalents and payables. Credit risk Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss. The Company has adopted a policy of only dealing with creditworthy counterparties, as assessed by the Directors using relevant available information. 69 Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. The Company’s cash deposits are only held in banks and financial institutions which are independently rated with a minimum credit agency rating of B. At year end 85% (2024: 99%) of the Group’s cash was held in the UK at HSBC (credit rating AA-) and 15% (2024: 1%) was held in Mozambique at the Millennium Bank (credit rating B). There were no bad debts recognised during the year and there is no provision required at the reporting date nor any linked IFRS 9 disclosures. The balances are not material at year end and therefore no sensitivity analysis has been performed. Liquidity risk Liquidity risk arises from the management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Short term payables are classified as those payables that are due within 30 days. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain liquid cash balances (or agreed facilities) to meet expected requirements for a period of at least 45 days. The undiscounted maturity analysis is shown below. Financial liabilities Less than 1 year 1-2 years Total £’000 £’000 £’000 Trade and other payables 279 - 279 Borrowings 1,232 - 1,232 1,511 - 1,511 Funding risk Funding risk is the possibility that the Group might not have access to the financing it needs. The Group’s continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. The Directors have a strong track record of raising funds as required. Controls over expenditure are carefully managed and activities planned to ensure that the Group has sufficient funding. Foreign currency risk Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group reports in Pounds Sterling, but the functional currency of its subsidiary is the Mozambique Meticals (MTN). The Group does not currently hedge its exposure to other currencies. The Group’s cash and cash equivalents are held in Pounds Sterling and MTN. At 30 June 2025, 14.63% (2024: 1%) of the Group’s cash and cash equivalent were held in MTN. The balances are not material at year end and therefore no sensitivity analysis has been performed. Interest rate risk The Group finances its operations through a combination of borrowings and the issue of equity share capital. The Group’s exposure to interest rate risk arises from its borrowings, which are at fixed interest rates. As these borrowings are fixed in nature, the Group is not exposed to fluctuations in market interest rates and does not benefit from early repayment. Accordingly, no sensitivity analysis has been presented as interest rate movements would have no material impact on the Group’s financial performance. 70 Capital Management The Group considers its capital to comprise its ordinary share capital, share premium and accumulated retained losses. The Group’s objective when maintaining capital is to safeguard the entity's ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders. The Group meets its capital needs by equity financing. The Group sets the amount of capital it requires to fund the Group’s project evaluation costs and administration expenses. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Group do not have any derivative instruments or hedging instruments. It has been determined that a sensitivity analysis will not be representative of the Group’s position in relation to market risk and therefore, such an analysis has not been undertaken. 4.  SEGMENTAL INFORMATION For the purpose of IFRS 8, the Chief Operating Decision Maker “CODM” takes the form of the Board of Directors. The directors are of the opinion that the business of the Group focused on three reportable segments as follows:  Head office, corporate and administrative, including parent company activities of raising finance and seeking new investment and exploration opportunities, all based in the UK;  Mineral exploration, based in Mozambique and Botswana, and  Other costs, mostly administrative activities, based in Mauritius and Africa. The geographical information is the same as the operational segmental information shown below. Year ended 30 June 2025 Corporate and Administrative (UK) Other Mineral exploration (Mozambique and Botswana) Total £’000 £’000 £’000 £’000 Operating loss before and after taxation (825) (63) (55) (943) Segment total assets (net of investments in subsidiaries) 139 8 1,799 1,946 Segment liabilities (1,489) (3) (19) (1,511) Year ended 30 June 2024 Corporate and Administrative (UK) Other Mineral exploration (Mozambique) Total £’000 £’000 £’000 £’000 Operating loss before and after taxation (1,557) (30) (85) (1,672) Segment total assets (net of investments in subsidiaries) 726 16 1,548 2,290 Segment liabilities (1,256) (2) (11) (1,269) 71 5.  EXPENSES BY NATURE 2025 £’000 2024 £’000 Operating expenditure 67 102 Fees payable to the Company’s Auditor and its associates in relation to the audit of the parent company and consolidated financial statements 55 55 Fees payable to the Company’s Auditor and its associates in relation to the audit of the Company’s subsidiaries 4 10 Fees payable to the Company’s Auditor for other services: Reporting Accountant services in respect to the Fundraise finance services 5 48 Legal and professional fees 242 220 Depreciation 37 40 Listing costs - 72 Wages and salaries 258 429 Insurance costs 28 37 Regulatory fees 82 81 Other 77 51 855 1,145 Operating expenditure mainly comprises of amounts relating to pre-licence due diligence costs that have not yet resulted in the securing of licences. In line with IFRS 6, costs incurred before the legal right to explore a specific area is obtained must be expensed as they do not meet the criteria for capitalisation. IFRS 6 specifically excludes the capitalisation of any costs incurred prior to obtaining these exploration rights, which means such pre-right to explore costs are required to be immediately recognised as an expense in the income statement. 6.  STAFF COSTS (INCLUDING DIRECTORS) 2025 £’000 2024 £’000 Salaries and fees 311 475 Pensions - 1 Social security costs 4 14 Total staff costs 315 490 Amounts capitalised in intangibles (57) (61) 258 429 The average monthly number of employees (both permanent and temporary) during the year ended 30 June 2025 was 7 (2024: 11 employees) and is shown in the table below. The costs of the wages and salaries in MMM have been capitalised as part of the cost of exploration assets additions in the year. Key management and personnel are considered to be the Directors. 2025 2024 Management 2 3 Technical 3 7 Administration 2 1 7 11 72 7.  LOSSES PER SHARE The basic earnings per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue. 2025 2024 Loss for the year (£’000) (943) (1,672) Weighted average number of shares – expressed in thousands 158,911 84,936 Basic earnings per share – expressed in pence (0.59p) (1.97p) As the inclusion of the potential ordinary shares would result in a decrease in the loss per share they are considered to be anti-dilutive and, as such, the diluted loss per share calculation is the same as the basic loss per share. On 22 August, 8 September and 17 October 2025 an additional 62,322,002, 9,600,000 and 53,200,000 respectively, Ordinary Shares were issued, increasing the weighted average number of shares to 217,097,405. 8.  FINANCE COSTS 2025 2024 £’000 £’000 Interest payable on CLN’s (note 14) - 77 Share-based payment (warrant cost) of loans (note 17) - 353 Interest payable on loans (note 15) 97 79 Foreign exchange/other interest (9) 18 88 527 9.  INCOME TAX The income and deferred tax charge for the year was £nil (2024:£nil) due to the losses incurred. The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows: GROUP 2025 2024 £’000 £’000 Loss before tax (943) (1,672) Tax at the applicable rate of 25.4% (2024:30.1%) (240) (495) Expenses not deductible for tax purposes 37 112 Tax losses for which no deferred tax is recognised 203 383 Total tax charge - - The weighted average applicable tax rate of 25.4% (2024: 30.1%) used is a combination of the 25% (2024: 25%) standard rate of corporation tax in the UK and 31% Mozambique corporation tax. 73 The Group has total tax losses of £37,010,000 to carry forward against future profits (2024: £36,129,000 losses brought forward). No deferred tax asset on losses carried forward has been recognised on the grounds of uncertainty as to when profits will be generated against which to relieve said amount. 10.  INVESTMENT IN SUBSIDIARIES COMPANY 2025 2024 £’000 £’000 Cost and net book value Investments in subsidiaries at beginning of year 2,051 1,633 Additional payments to acquire subsidiary - 138 2,051 1,771 Capital contributions in the year 130 280 Investments in subsidiaries at end of year 2,181 2,051 During the prior year, the Group acquired an additional 31% equity interest in MMM increasing its total ownership from 20% to 51%. This transaction was accounted for as an equity transaction in accordance with IFRS 10, as the Group retained control over the subsidiary before and after the acquisition. The difference between the consideration paid of £71,000 and the carrying amount of the non-controlling interests acquired of (net liabilities of £48,000) has been recognised directly in equity as an adjustment to the parent’s equity. No goodwill or profit or loss has been recognised in relation to this transaction, as control was not affected. The Group is made up of the following subsidiaries: Subsidiaries of Altona Rare Earths Plc Country of Registration Date of Incorporation /Acquisition Registered Address Nature of Business and Holding Altona Rare Earths (Uganda) Limited Uganda 30 March 2021 Plot 2&4A Nakasero Road, Kampala, Uganda. 100 % Mineral exploration and mining Altona Rare Earths (Tanzania) Limited Tanzania 5 August 2021 Plot No.466, Block 43, Mpakani A, Kinondoni, Tanzania. 100 % Mineral exploration and mining Altona Rare Earths Mauritius Ltd Mauritius 17 February 2022 c/o Griffon Solutions Ltd, C2- 410, 4th Floor, Office Block C, Grand Baie, Mauritius 100 % Business activities Monte Muambe Mining Lda Mozambique 23 June 2021 Avenida 24 de Julho, no 851 R/C, Maputo, Mozambique. 51% Mineral exploration and mining Altona Mozambique, Lda Mozambique 27 May 2022 c/o Griffon Solutions Ltd, C2- 410, 4th Floor, Office Block C, Grand Baie, Mauritius 95% Mineral exploration and mining Altona Mozambique II, Lda Mozambique 27 May 2022 c/o Griffon Solutions Ltd, C2- 410, 4th Floor, Office Block C, Grand Baie, Mauritius 95% Mineral exploration and mining Altona Mozambique III, Lda Mozambique 27 May 2022 c/o Griffon Solutions Ltd, C2- 410, 4th Floor, Office Block C, Grand Baie, Mauritius 100 % Mineral exploration and mining 74 Sesana Copper Proprietary Limited Botswana 26 July 2024 Plot 113, Unit 28, Gaborone International Finance Park, Kgale Mews, Gaborone, Botswana 51% Dormant subsidiaries held indirectly through Altona Rare Earths Mauritius Ltd. 11.  INTANGIBLE ASSETS The intangible assets held by the Group increased primarily as a result of the work carried out at Monte Muambe. Exploration and evaluation assets £’000 Cost and carrying amount At 1 July 2023 1,290 Exploration and evaluation assets additions 67 Additions to exploration assets 250 At 1 July 2024 1,607 Additions to exploration assets 164 Foreign exchange (139) At 30 June 2025 1,632 On 25 September 2023, the Company published its Maiden Resource Estimate which reported that there is an estimated 13.6 million tons at 2.42% TREO with a cut-off grade of 1.5% TREO. The Scoping Study published on 18 October 2023 confirmed the potential viability of the project and gave the Company sufficient confidence to proceed with the Prefeasibility Study and with Phase 3 of the Farm-Out Agreement. During the year ended June 2025, the Company, started to re-assess the possible viability of fluorspar deposits located at Monte Muambe (separate from the rare earths deposits). Encouraging initial results prompted the Company to initiate, post reporting period, a Scoping Study for the development of a fluorspar mining operation. On 20 December 2024, the Company’s subsidiary Monte Muambe Mining Limitada was granted 25 years mining concession (mining licence) over the same area as the previous prospecting licence. The scope of the licence covers rare earths and associated minerals, which de facto includes other minerals encountered in the Monte Muambe carbonatite including fluorspar, gallium, and other minerals. All conditions for the hand over of the mining concession document were met except the provision by the Company of a performance guarantee (in the form of a bank guarantee). This was delayed due to the Company having submitted a request for a change in the scope of the mining concession, which affects the calculation of the performance guarantee amount. The request is being processed, and the amount of the performance guarantee is expected to be communicated to the Company soon. Based on the documentation submitted by the Company and the provisions of the Mining Law, the performance guarantee is expected to amount to about USD 100,000. The performance guarantee will be provided by a local bank and will involve a cash deposit of all or part of the amount. In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances which could indicate the existence of impairment: 75 • The Group’s right to explore in an area has expired, or will expire in the near future without renewal; • No further exploration or evaluation is planned or budgeted for; • A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves, and • Sufficient data exists to indicate that the book value may not be fully recovered from future development and production. Following their assessment, the publication of the MRE and Scoping Study, with the potential economic viability of the project established therein, and the commencement of a drilling programme for fluorspar and gallium (meaning that there are now two mineral development projects on the same asset), the Directors concluded that no impairment charge in respect to any licences held, was necessary for the year ended 30 June 2025 (2024: £nil). 12.  TANGIBLE FIXED ASSETS GROUP Buildings £’000 Heavy machinery £’000 Precision machinery and office equipment £’000 Vehicles £’000 Total Assets £’000 Cost At 1 July 2024 35 89 37 24 185 Foreign exchange (3) (7) (2) (2) (14) At 30 June 2025 32 82 35 22 171 Accumulated depreciation At 1 July 2024 2 40 13 13 68 Depreciation charge 1 24 6 6 37 Foreign exchange - (5) (1) (1) (7) At 30 June 2025 3 59 18 18 98 Net book value At 30 June 2024 33 49 24 11 117 At 30 June 2025 29 23 17 4 73 76 COMPANY Precision machinery and office equipment £’000 Cost At 1 July 2024 7 At 30 June 2025 7 Accumulated depreciation At 1 July 2024 4 Depreciation charge for the year 1 At 30 June 2025 5 Net book value At 30 June 2024 3 At 30 June 2025 2 13.  TRADE AND OTHER RECEIVABLES Group Company 2025 £’000 2024 £’000 2025 £’000 2024 £’000 Receivables due from subsidiaries - - 164 62 Taxes & Social security receivable 84 128 7 26 Prepayments and other receivables 48 46 42 36 132 174 213 124 At 30 June 2025, the Group recognised an amount of £74,000 (2024: £91,000) within other receivables which relates to VAT receivable from the Mozambique government. This includes a provision for 26% (2024:23%) for non-recoverability. New legalisation in Mozambique has provided a path for companies operating in the mining sector to seek reimbursement of VAT prior to the production stage. Therefore, the Directors believe that the majority of this amount will be recovered and have provided only for a portion to cover any costs/uncertainty associated with the recovery of this receivable. 14.  TRADE CREDITORS AND OTHER PAYABLES Group Company 2025 £’000 2024 £’000 2025 £’000 2024 £’000 Trade payables 39 127 24 118 Accruals and other payables 240 458 233 455 279 585 257 573 Convertible loan notes - 292 - 292 Other loans (see note 15) 1,232 70 1,232 70 1,511 362 1,489 362 77 Trade and other payables are non-interest bearing and are normally settled on terms of 30 days from month end. The Directors consider that the carrying amount of financial liabilities recorded at amortised cost in the financial statements approximate to their fair value. CONVERTIBLE LOAN NOTES: On 1 February 2023, the Company issued 5.5 million 15% convertible loan notes (“notes”) for £275,000. These were convertible into ordinary shares of the entity, at the option of the holder, or repayable on or before 1 May 2024. The conversion rate is 20 shares for every £1 note held, which is based on the Fundraise issue price on 9th June 2023 of £0.05 per share. On 24 June 2024, the Noteholders passed a written resolution to delete the Maturity Date and convert these notes at a price of £0.01 per share. On 25th July 2024, £263,000 of the total loan notes were converted and interest was calculated and paid up to the 30 June 2024. The convertible loan notes are presented in the balance sheet as follows: £’000 Face value of notes issued 275 Less costs of issue (32) Other equity securities – value of conversion rights (12) 231 Interest expense 25 Balance as at 30 June 2023 256 Interest expense 77 Interest paid in the year (41) Balance as at 30 June 2024 292 Interest paid in the year (15) Conversion of CLN and issue of 26.3m shares (263) Reclassification to trade and other payables (14) Balance as at 30 June 2025 - interest expense is calculated by applying the effective interest rate of 21.64% to the liability component The initial fair value of the liability portion of the note was determined using a market interest rate for a short term loan at the issue date, with a similar risk profile. The liability is subsequently recognised on an amortised basis until extinguished on conversion or maturity of the notes. The remainder of the proceeds is allocated to the conversion option and recognised in shareholders’ equity, and not subsequently remeasured. Following the written resolution and the conversion of the notes the note holders were entitled to 2 warrants per share, priced at £0.05 with an expiry date of 31 December 2025. 78 15.  LOANS Group Company 2025 £’000 2024 £’000 2025 £’000 2024 £’000 Loans – Non Current - 322 - 322 Loans – Current 1,232 - 1,232 - Movement in loans (current and non-current): £’000 Balance as at 1 July 2023 - Convertible loan from CCL – 20 December 2023 225 Interest expense 45 270 New loan facility – draw downs 88 Interest charge 34 Balance as at 30 June 2024 392 Balance due within one year (see note 14) (70) Balance due after one year as at 30 June 2024 322 New loan facility – draw downs 813 Interest charge 97 Balance as at 30 June 2025 (due within one year) 1,232 On 20 December 2023, the Company entered into a convertible loan note with Catalyse Capital Limited (“CCL”) for a Commitment Amount of £250,000, with a repayment date of 20 December 2024 and a fixed interest charge of £50,000 (20%) amended to £45,000 (18%) on 30 March 2024. The conversion price was set at the lower of £0.025 and the price of any subsequent equity raise (set post year end at £0.01). CCL were also granted 12 million warrants representing 100% of the Commitment Amount plus Fixed Interest divided by the subscription price of £0.025. £225,000 of this facility was drawn down during the prior year. The number of these warrants was increased to 30 million following the equity raise on the 19 July 2024. On 27 June 2024, the Company entered into a £300,000 debt facility with Mr Jennings, with a repayment date of 30 October 2025, and a fixed interest rate of 12%. The loan was to be drawn down in 8 tranches with £12,500 being drawn down in the prior year and the balance has been drawn down in the current year. £200,000 of the convertible loan from CCL was reprofiled to match the terms of this debt facility and the remaining £70,000 of this was converted into shares at a subscription price of £0.01 in the prior year (and reported in creditors due within one year). Mr Jennings was also granted 30 million warrants at a subscription price of £0.015. On 27 June 2024, the Company also entered into a £600,000 debt facility with Tracarta Ltd, with a repayment date of 30 October 2025, and a fixed interest rate of 12%. The loan was to be drawn down in 8 tranches with £75,000 being drawn down in the prior year and the balance has been drawn down in the current year. Tracarta Ltd was also granted 105 million warrants at a subscription price of £0.015. Post year end the debt facility of £500,000 with CCL and Richard Jennings was extended until 30 October 2026 and the debt facility with Tracarta Ltd was repaid in full. 79 16.  SHARE CAPITAL 2025 2024 No. £’000 No. £’000 Ordinary Shares Ordinary shares at 1 July 86,767,107 868 82,403,199 824 Shares issued in the year 79,975,197 799 4,363,908 44 TOTAL ORDINARY SHARES at 30 June 166,742,304 1,667 86,767,107 868 Deferred Shares at 0.09p Deferred shares at 1 July 1,411,956,853 1,271 1,411,956,853 1,271 Movement during the year - - - - 1,411,956,853 1,271 1,411,956,853 1,271 Deferred Shares at 9p Deferred shares at 1 July 1,602,434 144 1,602,434 144 Movement during the year - - - - 1,602,434 144 1,602,434 144 TOTAL DEFERRED SHARES at 30 June 1,413,559,287 1,415 1,413,559,287 1,415 TOTAL SHARES at 30 June 1,580,301,591 3,082 1,500,326,394 2,283 ORDINARY SHARES Number of shares – ordinary Share Capital Share Premium Total No. £’000 £’000 £’000 As at 30 June 2023 82,403,199 824 22,950 23,774 Issued 11 July 2023 1,033,600 11 42 53 Issued 22 November 2023 1,008,935 10 22 32 Issued 9 January 2024 1,521,373 15 27 42 Issued 2 April 2024 800,000 8 32 40 Share issue costs - - (1) (1) As at 30 June 2024 86,767,107 868 23,072 23,940 Issued 25 July 2024 – Subscription shares 39,400,000 394 - 394 Issued 25 July 2024 – Loan shares 33,300,000 333 - 333 Issued 25 July 2024 – Fees shares 3,548,759 35 42 77 Issued 3 April 2025 – Fee shares 3,726,438 37 13 50 Share issue costs - - - - As at 30 June 2025 166,742,304 1,667 23,127 24,794  On 25 July 2024, the Company raised gross proceeds of £394,000 through the subscription of 39.4 million ordinary shares of £0.01 each at a subscription price of £0.01 per share.  On 25 July 2024, the Company converted existing loans of £333,000 at a conversion price of £0.01 per £1.  On 25 July 2024, the Company issued 3,548,759 ordinary shares of £0.01 each at an average price of £0.022 to pay Directors and service providers in lieu of cash settlement.  On 3 April 2025, the Company issued 3,762,438 ordinary shares of £0.01 each at an average price of £0.014 to pay Directors and service providers in lieu of cash settlement. 80 PRIOR YEAR:  On 11 July 2023, the Company issued 1,033,600 shares to creditors in lieu of cash settlement for fees of £53,000.  On 22 November 2023, the Company issued 1 million shares to the other owners of MMM for the acquisition of an additional 31% of MMM and 8,935 shares to a creditor in lieu of payment of cash interest on the loans outstanding in the year.  On 9 January 2024, the Company issued 1,521,373 shares to two Directors and one employee in lieu of cash settlement of salary and fees due of £42,000.  On 2 April 2024, the Company issued 800,000 shares to Sustineri Group Ltd for the transfer of the exclusivity over the Tenement licence in Zambia. The deferred shares do not have any voting rights nor carry dividend and distribution rights, however, have the right on a return of assets on liquidation not exceeding the amount paid up on the deferred shares as may be available after payment to each holder of ordinary shares the sum of £10,000 per ordinary share. 17.  WARRANTS AND SHARE-BASED PAYMENTS The Company has issued the following warrants, which are still in force at the date of this balance sheet. Date of Issue Reason for issue Number of Warrants Exercise Price Expiry date/date exercised Issued 1 February 2023 CLN warrants 11,000,000 5p 31 December 2025 Issued 9 June 2023 Broker warrants 2,512,760 5p 9 June 2026 Issued 9 June 2023 CCL warrants 1 37,500,000 1p 9 June 2026 Issued 20 December 2023 CCL warrants 2 30,000,000 1p 20 December 2027 Issued 27 June 2024 Debt facility warrants 135,000,000 1p 30 June 2028 AS AT 30 JUNE 2025 216,012,760 Exercised CCL warrants 1 (37,500,000) 1p 21 August 2025 Exercised CCL warrants 2 (13,000,000) 1p 21 August 2025 Issued 21 August 2025 Accelerator warrants 50,130,000 2p 26 August 2026 Exercised Debt facility warrants (40,000,000) 1.5p 13 October 2025 AS AT 21 OCTOBER 2025 175,642,760 On 24 June 2024, the Noteholders passed a written resolution to convert their CLNs and to amend the warrants attached to these shares to reprice them at £0.05 and extend their expiry date to 31 December 2025. **Following the adjusting event of the fund raise on 19 July 2024, the CCL warrants 1 and 2 were recalculated and repriced with respect to the equity raise price of £0.01, resulting in the replacement of these warrants with 67.5 million warrants with an exercise price of £0.01. 81 The following table sets out the movement of warrants during the year, no warrants were exercised during either year: Number of warrants Exercise price (pence) As at 30 June 2023 119,746,561 5p to 12p Issued in the year 147,000,000 1.5p to 20p Issued/adjusted in the year 48,000,000 1.0p Expired in the year (1,100,000) 12p As at 30 June 2024 313,646,561 1.0p to 20p Expired in the year (97,633,801) 5p to 20p As at 30 June 2025 216,012,760 1p to 5p The weighted average price of all warrants at the year end is 1.94p (2024: 5.83p) and weighted average life of these warrants is 2.44 years (2024: 2.78 years). SHARE-BASED PAYMENTS Share-based payment reserve £’000 At 1 July 2023 121 Share-based payment charge 353 At 30 June 2024 474 Share-based payment charge - At 30 June 2025 474 The debt facility warrants (£900,000 facility entered into on the 27 June 2024) were fair valued at £270,000. The CCL warrants 2 were initially fair valued at £46,000 and then following the adjustment in number and price were revalued at £73,000. The CCL warrants 1 were initially fair valued at £61,000 in the prior year and then following the adjusted number and price were revalued at £71,000 resulting in a further £10,000 charged to the profit and loss account. In accordance with IFRS 2, these warrants were classed as equity settled share-based payment transactions. These amounts are attributable to the cost of finance and therefore have been accounted for in the profit and loss account in the year. The fair values in the prior year were calculated using the Black Scholes model with inputs as detailed below: Debt facility warrants CCL warrants 2 initial CCL warrants 2 adjusted CLN warrants 1 adjusted Number of warrants 135,000,000 12,000,000 30,000,000 37,500,000 Share price 1.05p 2.25p 1.05p 1.05p Exercise price 1.5p 2.5p 1.0p 1.0p Expected life 4 years 4 years 3.5 years 2 years Volatility 57% 42% 57% 57% Risk-Free Interest rate 4.17% 4.03% 4.17% 4.17% Expected dividends - - - - Fair Values £270,000 £46,000 £73,000 £71,000 Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price. The fair value has been discounted by 50% to account for the early-stage development of the Company and limited liquidity due to its small capital nature. 82 18.  RESERVES AND NCI The following describe the nature and purpose of each reserve within owners’ equity: Reserve Description and Purpose Share capital Amount subscribed for share capital at nominal value. Share premium Amount subscribed for share capital in excess of nominal value. Paid in share capital to issue Money received in advance for share capital subscribed for at total value. Share-based payment reserve Reserve created to recognise share-based payments such as warrants used in lieu of cash settlement. Convertible loan note (CLN) reserve The value of the conversion portion of the CLN, calculated as the proceeds, less amortised cost, less fair value. Non-controlling Interest Reserve created to recognise the non-controlling interest at year end. Retained deficit Cumulative net gains and losses recognised in the consolidated statement of comprehensive income. 19.  COMMITMENTS AND CONTINGENT LIABILITIES As at 30 June 2025 the capital commitments of the Group relate to the Farm-Out Agreement in Mozambique which sets out a minimum spend for each phase of the project. The committed minimum spend for Phase 3 is $2m over 2 years. This Phase and the related capital commitments can be extended with further payments. The collection of the mining concession requires the fulfilment of several conditions including the payment of fees, the publication of the licence in the national gazette, and the provision of a performance guarantee. All these conditions have been fulfilled except the provision of the performance guarantee, the amount of which has not been confirmed following the Company’s request to do some alterations to the scope of the concession. The Company expects that the amount of the bank guarantee will be approximately USD 100,000. The guarantee will be organised through a local bank, and it is expected that only part of the above amount will require an actual cash deposit from the Company. 20.  RELATED PARTY TRANSACTIONS Transactions with group undertakings: Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. Amounts owed to the parent company by subsidiaries are as follows: 2025 2024 £’000 £’000 Monte Muambe Mining Lda 1,835 1,705 Altona Rare Earths (Tanzania) Limited 4 4 Altona Rare Earths Mauritius Ltd 160 58 Transactions with key management: The key management personnel are considered to be the Directors. Details of their remuneration are included in the remuneration report. Remuneration was paid in shares and cash during the year. As at 30 June 2025, deferred salaries, fees and Employer’s NI in relation to Directors and Senior Management amounted to £20,232 (2024: £199,000) and was included in accrued expenses at year end. This was settled in cash and shares post year-end. 83 The Company reimbursed £4,381 to Jahazi Consultants (a company owned 100% by Cedric Simonet) in the year who had paid travel expenses on his behalf. Cedric Simonet and Louise Adrian participated in the July 2024 fundraise with subscriptions for 1,000,000 ordinary shares (£10,000) and 2,500,000 ordinary shares (£25,000), respectively. Cedric Simonet and Louise Adrian participated in the August 2025, post year end fundraise with subscriptions for 800,000 ordinary shares (£12,000) and 666,667 ordinary shares (£10,000), respectively. Transactions with other related parties: Louise Adrian is also a Partner at Orana Corporate LLP who provide the Company with accounting and bookkeeping services and are the corporate Company Secretary for the Company. During the year these services cost the Company £48,000 (2024: £48,000). There were no related party loans to the Company in either year. 21.  CONTROLLING PARTY The Directors consider that there is no single controlling party. 22.  POST REPORTING DATE EVENTS On 22 August 2025, the Company announced the completion of a two staged fundraise which brought in total funds to the Company of £851,950. This comprised of:  £751,950 from the subscription for 9,630,000 new ordinary shares of 1p at a subscription price of 3.6p each, together with the exercise of 40,500,000 warrants at an exercise price of 1p, giving a combined blended price of 1.5p;  £100,000 from the exercise of 10,000,000 warrants at an exercise price of 1p, and  2,192,002 Shares were issued to certain Directors in lieu of fees and to various other creditors. On 13 October 2025, the Company announced a further gross fundraise of £600,000 though the transfer and subsequent exercise of 40,000,000 warrants at an exercise price of 1.5 pence per share. The proceeds of which were used to repay the outstanding loan facility of £600,000. The Company also announced that the remaining £500,000 debt facility would be extended, on the following terms:  extension to the maturity date until 30 October 2026;  annualised interest rate of 12%;  conversion right into Ordinary Shares at a price of 2.5 pence per share; and  a one-off reprofiling fee of 10%, payable in shares at a price of 1.5 pence per share. Accordingly, the Company intends to issue 3,333,333 new Ordinary Shares to satisfy the reprofiling fee following the approval of their issuance at the Company's next annual general meeting of its shareholders. In addition, the Company received notification from the lenders under both above mentioned debt facilities that they have elected to receive the due interest of £132,000, accrued under the Debt Facility Agreements dated 27 June 2024, in the form of Ordinary Shares. 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