Company No. 11170056

Cobra Resources plc

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

WEDNESDAY

27/05/2026

178

COMPANIES HOUSE

Cobra Resources plc

	Page
Officers and Professional Advisers	1
Board of Directors	2
Chairman’s Statement	3
Strategic Report	6
Directors’ Report	22
Statement of Directors’ Responsibilities	27
Corporate Governance Statement	28
Directors’ Remuneration Report	34
Independent Auditor’s Report	38
Consolidated Income Statement	45
Consolidated Statement of Comprehensive Income	46
Consolidated Statement of Financial Position	47
Company Statement of Financial Position	48
Consolidated Statement of Changes in Equity	49
Company Statement of Changes in Equity	51
Consolidated Cash Flow Statement	52
Company Cash Flow Statement	53
Notes to the Financial Statements	54

Rounding

Some numerical figures included in these financial statements have been subject to rounding adjustments.

Accordingly, numerical figures shown for the same category presented in different tables may vary slightly, and numerical figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.

Cobra Resources plc

OFFICERS AND PROFESSIONAL ADVISERS

DIRECTORS

Andrew Michelmore AO - Non-Executive Chairman (Appointed 13 April 2026)
Greg Hancock - Non-Executive Chairman (Retired 13 April 2026)
Rupert Verco - Chief Executive Officer & Managing Director
David Clarke - Executive Director
Daniel Maling - Non-Executive Director

SECRETARY

Ben Hodges

REGISTERED OFFICE

9th Floor
107 Cheapside
London, EC2V 6DN

REGISTERED NUMBER

11170056 (England and Wales)

BROKERS

Hannam & Partners
7-10 Chandos Street
London, W1G 9DQ

SI Capital Limited
46 Bridge Street
Godalming
Surrey, GU7 1HL

AUDITOR

PKF Littlejohn LLP
Statutory Auditor
30 Churchill Place,
Canary Wharf Estate
London E14 5RE

SOLICITORS

Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside
London EC2V 6DN

PRINCIPAL BANKERS

National Australia Bank

REGISTRARS

Link Group
10th Floor, Central Square
29 Wellington Street, Leeds, LS1 4DL

Cobra Resources plc

BOARD OF DIRECTORS

The Directors of Cobra Resources PLC (“Company”, “Cobra”) at the end of the year are listed below. The Directors have held office for the entire year unless otherwise stated:

DIRECTORS

Andrew Michelmore AO – Appointed 13 April 2026

Non-Executive Chairman

Andrew is a mining executive with more than 35 years’ experience in senior leadership roles in Australia and internationally. He has served as CEO of MMG Limited, Zinifex Limited, OZ Minerals Limited and EN+, and spent 12 years at Western Mining Corporation, including as CEO. Andrew is currently Chair of the Minerals Council of Australia and Chair of Century Aluminum Company (NASDAQ: CENX). He holds a first-class honours degree in chemical engineering from the University of Melbourne and a Master of Arts from Oxford University. He was appointed an Officer of the Order of Australia in 2017.

Greg Hancock – Retired 13 April 2026

Non-Executive Chairman - BA (Econs) B.Ed. (Hons), F. Fin

Greg Hancock has over 25 years’ experience in capital markets and corporate finance. He has extensive experience in both Australia and the United Kingdom through his close links to the stockbroking and investment banking community. In this time, he has specialised in mining and natural resources and has had a background in financing and management of small companies. He was a founding shareholder and first Chairman of Cooper Energy Ltd, an exploration and production oil and gas company. He is currently Chairman of AusQuest Limited, an Australian mining exploration company with projects in Peru and Australia, Triangle Energy (Global) Limited an Australian company with Oil production and Oil/Gas exploration assets in Australia, Non – Executive Director of BMG Resources Ltd, Group 6 Metals Ltd. And Golden State Mining Limited. Greg continues his close association with capital markets in Australia and the United Kingdom through his private investment company Hancock Corporate Investments Pty Ltd

Rupert Verco

Managing Director & Chief Executive Officer

Rupert is a mining specialist with over 18 years’ experience in Australia and internationally. His key areas of focus include resource definition, reserve optimisation, mine planning, and mine operation. He has managed operations through all phases of the mining cycle on projects that cover a range of commodities including gold, copper, uranium, tin, and iron ore. Rupert is a Fellow of the Australasian Institute of Mining and Metallurgy, BSc. Hons.

David Clarke

Executive Director, Business Development & Asset Marketing

David is a geologist with more than 55 years of professional experience and more than 40 years’ experience as a director of Australian public companies. He was previously a senior geologist with the Commonwealth Department of the Interior and a Chief Geologist at Santos Limited. He was also the founder and Chairman of Australian Vintage Limited, a winemaking company based in the Riverland of South Australia, as well as the founder and owner of a wine company in the Barossa Valley of South Australia. He has been a Non-Executive Director of the Company since 1 May 2020 and became an Executive Director on 18 March 2024.

Daniel Maling

Non-Executive Director

Daniel is a member of the Chartered Accountants of Australia & New Zealand. He has over 25 years of senior corporate and commercial management experience primarily in the natural resource and technology sectors. He has worked with several AIM, ASX and TSX-listed companies providing corporate finance, business development and strategic advice. Daniel is also a director of UK listed Metals One plc.

Cobra Resources plc

CHAIRMAN'S STATEMENT

INTRODUCTION

I am pleased to present my first Chairman’s Statement accompanying the Annual Report of Cobra since my appointment to the Board earlier this month.

2025 was a year that shaped Cobra for future value creation through a trifecta of portfolio developments. The Company advanced its plan to become the Western World’s first controlled aquifer in situ recovery (“ISR”) rare earth operation at Boland, demonstrating extraordinary metallurgy and scale potential; the Company also secured an option to acquire the highly prospective Manna Hill Cooper Project where Cobra has confirmed a discovery and is beginning to unlock a porphyry province; and Cobra capitalised on record gold prices to sell its non-core gold assets for up to A$15 million(£7.461M) with retained upside from a shareholding in the Barton Gold (BGD.AX), the purchaser.

Cobra’s strategy now centres on three critical minerals for the energy transition: dysprosium, terbium and copper, with gold and molybdenum credits.

BOLAND PROJECT & ISR

Boland continued to deliver encouraging results during the year. A staged programme of aircore and sonic resource drilling was initiated within the palaeochannel system. Drilling confirmed increased continuity of rare earth mineralisation and provided valuable geological and hydrogeological data that exceeded expectations and confirmed favourable conditions for ISR development. Metallurgical studies also confirmed the suitability of the low-cost, low disturbance ISR extraction method at Boland.

Following the binding agreement to acquire a package of tenements from Tri-Star Group in May 2025, technical studies indicated the presence of a similar rare earth system on the Narlaby Palaeochannel which shares characteristics with Boland. Significantly increasing the scale of the ionic rare earth system, this discovery reflects an opportunity for further ISR-amenable rare earth mineralisation and emphasises the strength of Cobra’s strategic acquisition of assets. Cobra now holds an extensive land position covering over 3,200km² of prospective geology, following the completed acquisition of these exploration licences in January 2026.

The Company reported the production of an exceptionally high-grade maiden Mixed Rare Earth Carbonate (“MREC”) product in January 2025. Comprised of 62.4% Total Rare Earth Oxides, this breakthrough was one of the highest grades produced from ionic REE projects globally. With a heavy rare earth content of 14.5%, the MREC was an industry standout that demonstrates the potential for high value return. Subsequent large-scale ISR column testing delivered exceptional results, confirming strong recoveries of rare earths while maintaining low acid consumption.

Important progress was also made in advancing the environmental and hydrogeological studies required to support ISR development. The Company received Environmental Protection and Rehabilitation approval from the Government of South Australia’s Department for Energy and Mining to conduct in-field permeability studies at Boland. These field tests delivered exceptional results which aligned with the Company’s expectations that geological conditions are conducive to ISR. Pump tests proved that the hydrological properties of the Boland aquifer are a world-first, supporting the commerciality of Cobra’s future mining operations.

Through the work programme delivered in 2025, and continuing in 2026, the Company is defining a breakthrough approach to overcoming industry challenges associated with clay hosted rare earth mining and processing. The Company’s strategy has been driven by the principle that to define a rare earth project of true value, the mineral occurrence requires advantageous properties that:

Can be mined at a low-cost
Can be cost-effectively processed, where mineralogy and lithology drive economic metallurgy

Cobra Resources plc

Allow sustainable sourcing, through value-add or low impact extraction

Through studies completed in 2025, the Company has advanced the economic credibility of the Boland project by:

Minimising sulphuric acid requirements by promoting natural acid generation
Optimising product quality by utilising unique metallurgical properties that enable the removal of low-value rare earths from solution before precipitation
Successfully demonstrating hydrology and permeability metrics that support in situ recovery mining

Work completed by CSIRO in 2025 highlighted the unique and cost-effective nature of Boland mineralisation where sequential leach tests demonstrated recoveries of up to 25% with tap water. The Company has focused on addressing technical risk, particularly metallurgy, hydrology and product quality. The work completed during 2025 places the Boland Project as a bottom quartile cost opportunity.

Key Boland developments post year end

Another milestone was the production of an industry leading MREC post year end. Further flowsheet optimisation work demonstrated the ability to improve the value of the final rare earth product by removing up to 100% of low-value cerium prior to precipitation. Not only can cerium carbonate be sold as a separate by-product, but the upgraded MREC product produced in March 2026 resulted in an industry leading heavy rare earth carbonate containing 42.94% heavy Rare earths and 38.9% magnet rare earths with less than 0.9% impurities.

Produced from ISR at a very low cost and via low disturbance mining methods, the high purity and quality of the MREC represents significant progress in process optimisation, successfully increasing the value and marketability of the project’s saleable product. Compared to the first MREC production described above from early 2025, this development represented a ~170% increase in product value, based on its rare earth proportions. The breakthrough puts the Boland Project on the path towards sustainable, marketable production.

Having proven outstanding metallurgy, resource definition drilling was completed at the Boland and Head rare earth prospects in April 2026, with results expected over the coming months.

Manna Hill Copper Project

In August 2025, the Company entered into a 12-month option agreement to acquire the Manna Hill Copper Project in the Nackara Arc, South Australia, adding a substantial and underexplored 1,855 km² copper-gold opportunity to the portfolio and complementing the ionic rare earths discovery at Boland. The project focuses initially on the Blue Rose priority prospect, where the Program for Environment Protection and Rehabilitation approved up to 50 drillholes. The Company progressed an Induced Polarisation (“IP”) survey to validate its interpretation of the scale of existing mineralisation, and to improve the targeting of the porphyry system. Such work aimed to demonstrate the potential of the Manna Hill asset ahead of looking to exercise the option to acquire the project, subject to shareholder approval, this year.

Key Manna Hill developments post year end

In January 2026, the initial drilling programme at Manna Hill, comprising 18 drillholes for 3,200m, was completed. By mid-April 2026, Cobra had reported results from the first 16 drillholes, with standout intersections including 74m at 1.02% copper and 62m at 1.0% copper. Results delivered from this initial programme have provided sufficient compelling evidence for economic scale. The Board proposes to exercise the Manna Hill Option and will seek shareholder approval to do so at the forthcoming AGM.

Portfolio Development

In addition to the acquisition of rare earth tenements from Tri-Star Group and the option to acquire Manna Hill, the Company optimises its asset portfolio during the year.

Cobra Resources plc

The Wudinna Gold Assets comprised a 279,000-ounce gold JORC Mineral Resource Estimate defined by Cobra in 2023, prior to the Boland discovery. In June 2025, the Company announced the completed sale of these assets to Barton Gold, and has to date received A$1 million(£497,300), comprising A$200,000(£99,460) in cash payments and A$800,000(£397,840) through the issue of 1,025,619 Barton Gold shares. Upon final settlement, which will occur at the completion of procedural approvals, Cobra will receive a further 5,384,615 shares and cash. Cobra will receive future payments of up to A$15 million(£7,459,500) in total deal consideration. The strategic transaction offers Cobra the opportunity to become a significant shareholder in a province-scale gold strategy, while minimising the capital expenditure required to optimise the value of small-to-mid size gold deposits of this kind. Granting the Company greater capacity to maximise value from Boland and Manna Hill, the deal still maintains Cobra’s exposure to future upside through milestone payments and production-linked consideration.

Corporate developments post year end

Post year end, the Company established an Employee Benefit Trust (“EBT”) to implement a proposed Performance Rights framework for executive directors and senior management. The EBT is designed to align employee and shareholder interests.

In March 2026, the company raised gross proceeds of £4.68 million through the issue of 116,999,995 ordinary shares to accelerate drilling at Manna Hill Copper Project while concurrently advancing the Boland Rare Earths project through pre-feasibility.

Conclusion

The metallurgical progress achieved during the year has significantly advanced the Boland project towards demonstrating the technical and economic viability of ISR extraction for rare earth elements.

Drilling programmes have confirmed the continuity of mineralisation across the palaeochannel system, while metallurgical and hydrogeological studies continue to demonstrate favourable conditions for ISR development. Resource definition drilling has recently completed at Boland and Head to demonstrate the scale and economic potential to underpin a multigenerational operation. Cobra looks forward to reporting on the results of this over the coming months.

With the exciting copper discovery at Blue Rose announced in March 2026, the requisite approvals have been received in respect of a planned further programme comprising 29 RC drillholes and three diamond drillholes at Blue Rose. Cobra also intends to expand the initial focus beyond Blue Rose to test the greater porphyry system as well as the Netley Hill, Anabama and Golden Sophia targets.

Together, the Company’s exploration programmes have the potential to establish Cobra as a significant copper and rare earths developer in South Australia.

I would also like to record the Board’s sincere thanks to Greg Hancock, who stepped down from the Board during the period after eight years of service. Greg has made a significant contribution to the Company, providing valuable insight, leadership and guidance throughout his tenure, and the Board is grateful for his commitment and dedication to Cobra.

On behalf of the Board, I commend Cobra’s exploration team for delivering exceptionally successful drilling programmes during and after the period. The team has evidently achieved outstanding results while maintaining tight cost control and operational safety. These accomplishments not only validate the quality of Cobra’s assets but also demonstrate the capability and commitment of its people on the ground. The Board extends its congratulations to all involved for their professionalism and dedication.

Andrew Michelmore AO
Non-Executive Chairman
30 April 2026

Cobra Resources plc

STRATEGIC REPORT

The Directors present the Strategic Report for Cobra Resources plc (the “Company” or “Cobra”, and collectively with its Subsidiary Companies, the “Group”) for the year ended 31 December 2025. The information required by section 172 of the Companies Act 2006 are included within the Corporate Governance Statement.

INTRODUCTION

This Strategic Report comprises a number of sections, namely: the Group’s objectives, the Group’s strategy and business model, a financial review, a review of the Group’s business using key performance indicators, and the principal risks and uncertainties facing the business.

OBJECTIVES

The Company’s objective is to explore, develop and mine precious and base metal projects.

STRATEGY AND BUSINESS MODEL

To achieve its objective, the Company has adopted a strategy that focuses on advanced resource exploration projects that have the potential, through the application of disciplined and structured exploration and analysis, to be progressed towards the development of a mining operation.

As a secondary focus, the Company will also review investment opportunities for exploration projects and near-production assets. For clarity:

Newly defined resource exploration projects are projects that are at an advanced stage of resource definition, with a majority of the necessary permitting and tenure in place;
Exploration projects are projects with the potential for significant discovery but have yet to have detailed geological work completed; and
Near-production assets have gone through the typical mining stages of development and require funds in order to progress from development to first production.

With any of these types of investments, the Company commits to only investing in projects where the Board believes that it can add long-term value to all shareholders. This will be achieved through either applying alternative geological models based on experience with similar mineralised systems, advancing the project through structured and disciplined exploration analysis or by leveraging alternative geochemical or geophysical technologies.

The Company owns a number of subsidiary companies that include Lady Alice Mines, LAM Wudinna and Manna Hill Mining that hold a project portfolio from which it aims to unlock embedded value and deliver shareholder returns through capital growth. It is the aim of the Company to explore and analyse the assets within this portfolio to the point that will, in the view of the Board, optimise the risk-reward value equation for its shareholders. This may include monetising or divesting assets at any stage up to and including the building of economically sustainable operations.

The Company does not intend to limit its asset reviews to particular geographic regions; however, the initial focus will be on projects located in Australia. If geologically and economically attractive project opportunities are identified in other countries, investments will only be considered in jurisdictions with established mining operations and regulation, and with acceptable levels of sovereign risk.

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OPERATIONAL REVIEW AND OUTLOOK

The operational review and outlook are set out in the Chairman’s Statement.

RESULTS AND DIVIDENDS

During the year, the Group made a profit of £179,889 (31 December 2024: £423,336) loss which was achieved by the FV gain of the Wudinna Gold assets to Barton Gold Holdings.

The Directors do not propose a dividend in respect of the year ended 31 December 2025 (31 December 2024: £nil).

Cash used in operations totalled £1,033,934 (31 December 2024: £634,330).

As at 31 December 2025, the Group had a cash balance of £1,562,502 (31 December 2024: £795,708).

KEY PERFORMANCE INDICATORS ("KPI")

The financial statements of a natural resource investing company can provide a moment in time snapshot of the financial health of the Group but do not provide a reliable guide to the performance of the Group or its Board.

At this stage in the Group’s development the Directors regularly monitor key performance indicators associated with funding risk, being primarily projected cash flows associated with operational activities and general administrative expenses. Upon readmission to the main market, the Company has been able to raise the funds as needed to finance its activities.

KPIs are not appropriate as a means of assessing the value creation of a company which is involved in natural resource investment, and which currently has no turnover. The Board considers that the detailed information in the Operational Review in the Chairman’s Statement is the best guide to the Group’s performance during the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors have carried out a robust assessment of the principal risks facing the Group, including those that threaten its business model, future performance, solvency or liquidity. They 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 below:

Exploration, Development and Operating Risks

Mineral exploration and development operations generally involve a high degree of risk. The Group’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, base metals and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.

The Group’s activities are directed towards the search for, evaluation of, and development of mineral deposits. There is no certainty that the expenditures to be made by the Group will result in discoveries of commercial quantities of minerals. There is aggressive competition within the mining industry for the discovery

Cobra Resources plc

STRATEGIC REPORT, continued

and acquisition of properties considered to have commercial potential. The Group will compete with other interests, many of which have greater financial resources than the Company has for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts.

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, tarrifs, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Group not receiving an adequate return on invested capital.

In 2025 the company sold the Wudinna gold project to Barton Gold Holdings. Under the Wudinna Sale and Acquisition agreement the transaction incorporates:

Consideration payments where Cobra will receive future payments totalling up to A$15 million(£7,459,500), including:
A$0.5 million(£248,650) of cash payments in two tranches
A$5 million(£2,486,500) of ordinary shares in Barton Gold payable in two tranches
A further A$2 million(£994,600) of ordinary shares in Barton Gold upon a resource milestone
Up to a further A$7.5 million(£3,729,750) in cash payments from a Production Benefit
Cobra retains exploration licence tenure over the Boland HREE Project, whilst assigning gold and base metal rights to Barton Gold
Cobra will retain mineral rights for scandium, titanium, vanadium, and gallium, yttrium, tellurium, iodine, the rare earth elements, francium, radium, actinium, thorium, protactinium and uranium, being those elements more particularly represented by the atomic numbers 21, 22, 23, 31, 39, 52, 53, 57, 55 – 71 and 87 – 92 across the remaining Wudinna tenements

Up to A$15 million(£7,459,500) consideration payments

Cash – up to A$8.0 million(£3,978,400)

A$50,000(£24,865) non-refundable deposit upon signing
A$150,000(£74,595) upon Completion and granting of the New Tenements (as defined below)
A$300,000(£149,190) upon Final Settlement (as defined below)
up to A$7.5 million(£3,729,750) in proceeds from the Production Benefit* (as further detailed below)

Equity – up to A$7.0 million(£3,481,100)

A$800,000(£397,840) in Barton Gold shares upon Completion (as defined below)
A$4.2 million(£2,088,660) in Barton Gold ordinary shares upon Final Settlement (as defined below)
A$2.0 million(£994,600) in Barton Gold ordinary shares contingent upon delineation of a JORC (2012) Mineral Resource Estimate exceeding 500,000 ounces of gold at Wudinna (currently 279,000 ounces)

All Barton Gold ordinary shares will be issued based on the 30-day volume weighted average price of Barton Gold’s ordinary shares on ASX in the 30 days immediately prior to the date of the execution of this Transaction, save for the milestone related payments shall be based on the 30-day volume weighted average price of Barton Gold’s ordinary shares on ASX in the 30 days immediately prior to the issue date.

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All Barton Gold shares issued as consideration pursuant to this Transaction shall be subject to a one-year lock-in in respect of 40% of the applicable tranche of shares issued, and a two-year lock-in in respect of 60% of the applicable tranche from their respective dates of issue. The guaranteed fixed consideration is payable in two tranches: Tranche 1 (received) comprises the A$50,000(£24,865) non-refundable deposit, the A$150,000(£74,595) payment on Completion/transfer of the relevant tenements, and A$800,000(£397,840) of Barton Gold shares issued on Completion; Tranche 2 (receivable) comprises the remaining fixed consideration payable at Final Settlement, being A$300,000(£149,190) cash and A$4.2 million(£2,088,660) of Barton Gold shares (together with any additional milestone/production-linked consideration as described below). Refer to the disclosure notes for Tranche 1 (received consideration) and Tranche 2 (receivable/contingent consideration) for further details.

*Production Benefit up to A$7.5 million(£3,729,750)

Upon the development of the Wudinna Gold Assets, a production-linked payment of A$50(£24.87) per ounce will be payable on a number of ounces equivalent to 30% of the JORC (2012) Ore Reserve declared, up to a maximum of 150,000 ounces, worth up to A$7.5 million(£3,729,750) ("Production Benefit")
Barton Gold has the right to buy out the Production Benefit for 50% of its calculated value in cash or shares at its discretion prior to the start of production

Conditions and timeline:

Various elements of the consideration are subject to the final granting of subdivided ELAs ("New Tenements"), and the final effective completion of the Transaction will be subject to various consents of the South Australian Department for Energy & Mining ("Completion") – This was completed in August 2025
Final settlement is subject to the grant and transfer of relevant tenements and the preparation and execution of documentation, mineral rights agreements, subsidiary transfers and the assignment of Native Title and Royalty agreements ("Final Settlement")
The remaining requirements of the process are in application with the South Australian Government and are considered procedural in nature
Cobra has agreed to hold the Wudinna Gold Assets which are subject of this Transaction on trust for Barton Gold following Completion and until Final Settlement
Cobra gained shareholder approval for the Transaction by way of an ordinary resolution in July 2025

Government Regulation

The mineral exploration and development activities which are undertaken by the Group are subject to various laws governing prospecting, development, production, taxes, tariffs, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters.

Exploration and development activities may also be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploration and production, price controls, export controls, currency availability, foreign exchange controls, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental and other non-governmental organisations, limitations on foreign ownership, expropriation of property, ownership of assets, environmental legislation, labour relations, limitations on repatriation of income and return of capital, limitations on mineral exports, high rates of

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STRATEGIC REPORT, continued

inflation, increased financing costs, and site safety. This may affect both the Group’s ability to undertake exploration and development activities in respect of its properties, as well as its ability to explore and operate those properties in which it currently holds an interest or in respect of which it obtains exploration and/or development rights in the future.

No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development or future potential production.

Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Group.

Permitting

The Group’s operations may be subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for future operations. Management of the Group believes it has received the necessary permits for the current operations. Prior to any development on any properties, the Group must receive permits from appropriate governmental authorities. There can be no assurance that the Group will obtain and/or continue to hold all permits necessary to develop or continue operating at any particular property. See also “Exploration, Development and Operating Risks” above.

Environmental and Other Regulatory Requirements

The event of a breach with any environmental or regulatory requirements may give rise to reputational, financial or other sanctions against the Group, and therefore the Board considers these risks seriously and designs, maintains and reviews its policies and processes so as to mitigate or avoid these risks. Whilst the Board has a good record of compliance, there is no assurance that the Group’s activities will always be compliant.

Financing

The development of the Group’s properties and its ability to reach 100% ownership of projects will require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on any or all of the Group’s properties from time to time, or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Group.

Copper Price

In 2025, the copper market experienced a strong re-rating driven by a combination of structural demand growth and constrained supply, with prices rising from roughly US$8–9k/t to above US$12k/t as electrification (EVs, renewable energy, and grid expansion) and emerging demand from AI and data centre infrastructure accelerated consumption. At the same time, supply struggled to keep pace due to declining ore grades, operational disruptions, and a lack of new project development, resulting in an emerging refined deficit and reinforcing a long-term bullish narrative. China remained the dominant force across smelting and consumption, increasingly influencing pricing and inventory dynamics, while major mining companies shifted capital allocation toward copper as a core “energy transition” commodity. Overall, 2025 marked a transition toward a structurally tight, deficit-driven market with elevated prices and increased strategic importance.

Gold Price

The gold market in 2025 was defined by strong prices, persistent macro uncertainty, and robust central bank demand. Prices remained elevated—frequently testing or exceeding all-time highs—driven by expectations of

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STRATEGIC REPORT, continued

monetary easing from the Federal Reserve and other major central banks, alongside continued geopolitical tensions (notably in Eastern Europe and the Middle East) that reinforced gold's role as a safe-haven asset. Central banks—particularly in emerging markets such as China and India—continued aggressive net purchases, underpinning structural demand and offsetting weaker ETF inflows earlier in the year. Investment demand improved as real yields softened, while physical demand (jewellery and retail investment) remained mixed due to high prices constraining consumption, especially in price-sensitive markets. On the supply side, mine production was relatively stable with modest growth, though cost inflation (labour, energy, reagents) continued to pressure margins across producers. Overall, 2025 reinforced gold's dual role as both a macro hedge and a portfolio diversifier, with pricing largely dictated by interest rate expectations, currency movements (particularly USD weakness), and ongoing geopolitical risk

REE Market

China's decision on 4 April 2025 to place export restrictions on select rare earth elements ("REEs") as part of its response to U.S. tariffs highlighted the vulnerability of developing supply chains in securing critical metals such as Dysprosium and Terbium. Whilst the implemented measures are not expected to stop Chinese exports of select REE products altogether, the market has seen a slow-down and reduction of exports of products which are subject to export control measures, thereby tightening supply of critical minerals used in defense, electronics and a range of consumer goods.

As such, the Company believes that developing REE projects for reliable supply of dysprosium and terbium, which are among the heavy rare earth ("HREE") products to be placed on China's export control list, will become increasingly important as markets evolve and look to secure stable and sustainable alternative supply of critical minerals. Notably, Cobra's Boland Project's HREE weighting is greater than other ionic rare earth projects with further recovery upside

Sourcing REEs from sustainable and ethically conscious jurisdictions will be a primary focus of developed countries looking to secure stable supplies of critical minerals to drive technological advancement and the level of electrification necessary to achieve global decarbonisation targets. As western markets for REE metals mature, a key challenge for aspiring producers is the volatility of rare earth metal prices that are influenced by subsidised Chinese production and processing. REE sourcing needs to be cost competitive with Chinese production. As a number of discoveries advance, extraction technologies and cost efficiencies shall be an important industry focus to underpin resilient supply chains.

Recently, the Australian Government has demonstrated its commitment to grow the Australian Rare Earths Industry through:

Australia and the United States signed a landmark Critical Minerals Framework in October 2025 to secure supply chains for rare earths and critical minerals, aimed at reducing reliance on non-market actors. The deal supports an $8.5 billion pipeline of projects with over $5 billion in joint financing to develop, mine, and process materials crucial for defence and green technology.
The Australian Government is establishing a $1.2 billion Critical Minerals Strategic Reserve (CMSR) to be operational by late 2026, aimed at securing supply chains for key minerals like antimony, gallium, and rare earth elements. The reserve, part of the "Future Made in Australia" initiative, will use offtake agreements and selective stockpiling to support local projects and bolster national security and manufacturing.

The Board considers market growth and the future development of downstream processing within Australia as a significant opportunity to define critical REE resources within an ethical and environmentally conscious mining

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STRATEGIC REPORT, continued

jurisdiction. Instigating a dual approach to defining mineral resources in both gold and REEs enables the Company to mitigate exposure to market volatility in a single commodity.

The companies now diversified portfolio provides exposure to multiple critical metals necessary for electrification and modernisation, whilst the Manna Hill project and retained exposure to the Wudinna Gold project provide shareholders balanced exposure to Gold to manage volatility that is possible with the Iran War and other macro affairs.

Foreign Currency Exchange Rates

Fluctuations in currency exchange rates, principally between the British pound and Australian dollar, can impact the Group’s earnings and cash flows. If the value of the Australian dollar increases relative to the British pound, the Group’s results of operations, financial condition and liquidity could be materially adversely affected.

Market Conditions

Market conditions, including general economic conditions and their effect on exchange rates, interest rates and inflation rates, may impact the ultimate value of the Group regardless of its operating performance. The Group also faces competition from other organisations, some of which may have greater resources or be more established in a particular territory. The Board considers and reviews all market conditions to try and mitigate any risks that may arise from these.

Recently, impacts from the Iran war has increased global supply of hydrocarbons and acid. Diesel is necessary in exploration operations, and the board is evaluating its options to mitigate future supply risks. The company is advancing studies focused on minimising its reliance on external sourcing of sulphuric acid through natural acid generation achieved in the ISR mining process.

Dependence on Key Personnel

The Group has a small management team and the loss of a key individual or the inability to attract suitably qualified personnel in the future could materially and adversely affect the Group’s business.

ENVIRONMENTAL, SOCIAL, COMMUNITY AND HUMAN RIGHTS RESPONSIBILITY

Environmental Responsibility

Cobra Resources adopts a strategic and innovative approach to its exploration activities. The Company approaches its exploration activities with two considerations aiming to achieve environmentally ethical exploration and future mining. They are:

Targeting critical minerals required for decarbonisation that that are amenable to low impact, sustainable mining.
Using low-impact exploration methods to minimise or eliminate the environmental impacts.
Advancing a low-impact mining and recovery method with low carbon footprints
Proactive engagement practices with regulatory, environmental and community stakeholders regarding project development.

Our commitment and proactive approach to rehabilitation ensures minimised disturbance and promotes positive environmental impacts. Cobra Resources is a mineral exploration and resource development company, not a mining company and therefore the environmental impact associated with its operations is minimal.

Cobra Resources plc

STRATEGIC REPORT, continued

In 2022 Cobra Resources published its first sustainability report in which the company details its commitment to Environmental responsibility, Community relations and Corporate governance. The Company aspires to overachieve baseline targets for ESG management and adopt an industry-leading approach to environmental management and reporting as the Group’s operations grow. At the time of reporting Cobra was in the process of reviewing its sustainability plan to align it with its development ambitions.

Cobra Resources executes exploration activities in accordance with regulatory requirements and in adherence to the Company’s approved Programme for Environmental Protection and Rehabilitation. Previous disturbance, progressive rehabilitation and programme planning is actively documented and communicated with all stakeholders.

The company increased its stakeholder engagement focus through the engagement of a community, stakeholder and compliance advisor to support its communication and planning processes. This has increased the number and regularity of in person stakeholder sessions.

In November 2025, the company completed its first site clearance with the Wilyakali Traditional Owners at the Blue Rose Prospect, subsequent surveys occurred in January 2026 with further inspections and employment to occur in the near future.

In December 2025, Cobra hosted a community engagement session in Wudinna to discuss the Boland REE project, the company’s work to date and future plans. The session was well attended and feedback positive, the company intends to regularly host and engage with community events as a means of providing proactive communication with the members of the Wudinna community.

Over the past 24 months, the company has been collecting baseline environmental and hydrological data to support environmental impact assessments and to determine testing parameters of Insitu Recovery trials. This resulted in the company receiving approvals to commence field ISR hydrology studies that successfully demonstrated favourable confined aquifer properties to enable environmentally beneficial ISR.

Climate Related Emissions and Energy Performance

As an exploration business, the Company’s operations are campaign based and their environmental impact is small when compared to operating mining companies. The Group is currently considered a low energy user, with energy consumption being below the minimum for disclosure. The Board recognises its responsibility and is committed to monitoring its energy usage as its activities continue to scale. The Company has collected and collated its energy consumption data and is pleased to disclose its usage below:

In 2025, the Company’s energy usage was minimised by:

Residing its head office from Base 64, a serviced office facility that is 100% powered by renewable energy
Offsetting all domestic and a majority of international air travel
Advancing the Boland ionic REE discovery, which is amenable to sustainable ISR mining that has a low disturbance footprint and very low carbon intensity
Addressing metallurgical recovery before commencing resource drill out, confirming economic viability before committing to carbon intensive drilling
Completing baseline environmental studies to enable early field ISR studies to enable small scale, energy efficient future pilot testing

Cobra Resources plc

STRATEGIC REPORT, continued

The Company has estimated its global energy consumption for the period, with its total energy consumption being approximately 33,908 kwh (11.8T CO₂), where:

A total of 93.2% of its energy consumption is attributed to air travel
A total of 0.04% of its energy consumption is attributed to administrative undertakings
A total of 6.8% of its energy consumption is attributed to its exploration activities

Where practicable, the company elects to offset its carbon emissions when travelling by air.

Energy Efficiency

The Company continues to focus on reducing energy consumption and carbon emissions. As part of the Company's sustainability plan, reviews of its operations have been undertaken and recommendations implemented. The Company has endorsed new and evolving technologies as part of its ambition to reduce energy consumption.

The Company's focus on the Boland REE project and proving ISR as the preferred mining method is an important approach in advancing an energy efficient mining process that can be powered from an energy network that is composed of 70% renewable energy sources.

In 2023 Cobra relocated is corporate head office to a shared office facility called Base64 whose energy requirements are largely self-sufficient. More details about Cobra’s new energy sufficient offices can be found at: www.base64.com.au/event-spaces/facilities/

ENVIRONMENTAL FOOTPRINT AND MITIGATION

Task Force on Climate-related Financial Disclosures (TCFD)

The Financial Stability Board’s TCFD recommendations serve as a global foundation for effective reporting on the operational and financial implications of the interrelationship between climate change and business, and set out recommended disclosures structured under four core elements:

Governance – The organisation’s governance around climate-related risks and opportunities
Strategy – The actual and potential impacts of climate-related risks and opportunities for an organisation’s businesses, strategy, and financial planning
Risk Management – The processes used by the organisation to identify, assess, and manage climate-related risks; and
Metrics and Targets – The metrics and targets used to assess and manage relevant climate-related risks and opportunities.

These are supported by recommended disclosures that build on the framework with information intended to help investors and others understand how reporting companies assess climate-related risks and opportunities.

As a company with its ordinary shares admitted to listing on the main market for listed securities of London Stock Exchange plc under an Equity Shares (Transtion) category. Cobra reports on a ‘comply or explain’ basis against the recommendations of the TCFD, as required pursuant to Listing Rule 14.3.27.

The Company is not yet consistent with all TCFD criteria, however we are on a continuous journey to implement all criteria. We are partially compliant with 11 of TCFD recommendations, as explained in the following table.

Cobra Resources plc

TCFD Recommendation	Response	TCFD compliance	Disclosure location
GOVERNANCE
Describe the board's oversight of climate-related risks and opportunities	Cobra's board comprises two executive directors and two non-executive directors.

The board is responsible for regularly reviewing and assessing business risk across the Group's operations, and the Company's climate ambition, strategy, and risk.

The board met for 5 board meetings in the last financial year.

In 2022, the board oversaw and approved the Company's first sustainability policy, which is located on the Company's website: https://cobraplc.com/sustainabilitystakeholders/ | Partial | Company Policies – Cobra Resources (cobraplc.com)

Sustainability Report, page 13

https://cobraplc.com/sustainabilitystakeholders/ |
| Describe management's role in assessing and managing climate related risks and opportunities | Management assumes sustainability related responsibilities, as directed by the board.

The Board and management assess and discuss principal risks facing the Company and the financial and reporting requirements of any material developments.

The Board met to evaluate the Company's adherence to its sustainability plan and to define short-, medium- and long-term targets beyond 2025. | Partial | To disclose in Climate Change Policy currently in working draft |
| STRATEGY | | | |

Cobra Resources plc

TCFD Recommendation	Response	TCFD compliance	Disclosure location
Describe the climate-related risks and opportunities the organisation has identified over the short-, medium- and long-term	Cobra recognises the need for sustainable sourcing of rare earths and has devised an exploration strategy to pursue both cost efficient and environmentally sustainable approaches in identifying economically competitive sources of REEs. This has materialised in the Company defining a REE resource that occurs within gold over burden and making an ionic REE discovery that has unprecedented environmental advantages that relate to its amenability to ISR mining.

The Boland Project is still in the very early stages of exploration and resource development, however the following work programs have been initiated to inform the Company’s ability to manage climate related risks and opportunities that may impact future operations and the environment:

Cobra has installed 9 monitoring bores to obtain baseline environmental and hydrology data to assess the risks associated with ISR with the aim of developing a pilot study to test REE extraction and remediation.
The Company has compiled 24 months’ worth of hydrological base line assessment data to evaluate baseline parameters before performing and inground ISR studies.
-Completed hydrological studies that confirm robust confinement of the mineralized aquifer, mitigating acidification risks and demonstrating high confidence in lixiviant control.
At the completion of a future pilot study we are committed to evaluate the emissions associated with ISR production at Boland and to benchmark those emissions.
Our sustainability plan is periodically reviewed to evaluate future climate change related risks and opportunities and how they may influence our goals over the short, medium and long-term. | Partially Compliant | Sustainability Report, page 7
https://cobraplc.com/sustainabilitystakeholders/ |

Cobra Resources plc

TCFD Recommendation	Response	TCFD compliance	Disclosure location
Describe the impact of climate-related risks and opportunities on the organisation’s business, strategy, and financial planning	Climate-related opportunities have driven Cobra’s business strategy to define environmentally considerate sources of REEs. Cobra aspires to contribute to the green energy transition with the responsible production of rare earths, particularly magnet rare earths (Nd, Pr, Dy & Tb), to be sourced through low-impact ISR mining. Magnet REEs are pivotable in the production of the permanent magnets used in energy efficient turbines and engines.

The financial impacts of climate risks and opportunities facing the business will likely change as the project progresses. They shall be evaluated and reported as the project advances and inform Cobra’s ongoing business strategy and financial planning in relation to climate-related risks and opportunities.

As the Boland Project progresses the scoping studies, Cobra is committed to integrating environmental considerations into project scoping and economic analysis, this includes environmental protection, commercial use of renewable energy sources, energy efficiency, sustainable resource extraction and remediation.

Initial bench scale ISR studies are favorable for regenerative ISR mining whereby indications for wellfield timeframes will be relatively fast (1 week to 150 days), meaning that the time period between wellfield establishment to rehabilitation could be a matter of months. The impact on current land use activities would be minimal and temporary.

In December 2025, the Company hosted its second open community engagement forum to discuss the project with the Wudinna community, take on community concern and provide operational and strategy updates. The Company intends to increase these forums as our field activity increases.

The addition of a copper asset provided further exposure to commodities essential to the energy transition.

The Company’s focus on the Blue Rose Prospect is driven by management’s belief that it can deliver a low-strip energy efficient mine yielding | Partial | Sustainability Report, page 11
https://cobraplc.com/sustainabilitystakeholders/ |

Cobra Resources plc

TCFD Recommendation	Response	TCFD compliance	Disclosure location
	considerable quantities of copper concentrate essential to electrification
Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario	Cobra's ambition to produce rare earth carbonates by ISR or from gold overburden provides reliance and ethics to our mineral resources business strategy as in both circumstances, energy intensive steps are greatly reduced through ISR mining and recovering value from overburden. Cobra is also exploring opportunities to produce acid from groundwater and to deacidify lixiviants through filtration rather than relying on natural attenuation for remediation.

As the business grows, Cobra will consider the use of climate change scenario analysis to evaluate the resilience of the Company's strategy to climate change risks and opportunities.

As the project progresses through scoping studies, Cobra shall aim to define a baseline carbon footprint to assist in managing the performance of meeting emission reduction targets. | Partial | Sustainability Report, page 11
https://cobraplc.com/sustainabilitystakeholders/ |
| RISK MANAGEMENT | | | |
| Describe the organisation's process for identifying and assessing climate-related risks | Cobra's published sustainability plan outlines the Company's goals in addressing climate-related risks. As the Company's operations mature and studies are conducted to evaluate feasibility, both baseline and scenario analysis shall be considered in emissions calculations and project optimization. In 2025 Cobra completed its first desktop hydrological study to identify the baseline parameters to assess the environmental risks of ISR. Accompanied with this study is 24-months of baseline hydrological testing with will form as a basis for future ISR studies and their potential impacts on the environment and climate. | Partial | Sustainability Report, page 11
https://cobraplc.com/sustainabilitystakeholders/ |
| Describe the organisation's processes for managing climate-related risks | Cobra's team is currently small and relies on external support to advance its current processes for managing climate-related risks. | Partial | Sustainability Report, page 11 |

Cobra Resources plc

TCFD Recommendation	Response	TCFD compliance	Disclosure location
	Our published sustainability plan outlines our goals to develop this process.		https://cobraplc.com/sustainabilitystakeholders/
Describe how processes for identifying, assessing, and managing climate related risks are integrated into the organisations overall risk management	As we progress from a low energy user (explorer) to a moderate energy consumer the board shall look to develop a Sustainability Committee to assist the Audit Committee for assessing the Group’s Sustainability performance and advance the processes for identifying and assessing climate-related risks.

As the Company matures, Cobra may formalise the processes for identifying, evaluating and managing climate related risks and look to Integrate this process into the organisations overall risk management.

As the Company defines the environmental baselines for the Boland ISR pilot study, environmental and social management plans will be developed as overarching documents to manage project related risk. | Partial | To disclose in Climate Change Policy |
| METRICS AND TARGETS | | | |
| Disclose the metrics used by the organisation to assess climate related risks and opportunities in line with its strategy and risk management process | In a commitment to climate related disclosure, we have calculated the Scope 1 and Scope 2 emissions for our exploration and office related activities. We see this as an important step in demonstrating our commitment to transparent disclosure as we progress and mature our operations.

We see this as an important step in demonstrating our commitment to transparent disclosure as we progress and mature our operations.

Cobra already minimises business travel, and therefore energy use and emissions, through the use of internet-based communications tools. It has a policy of preferring devices with low energy consumption where a choice is available, and switching them off when not in use. | Partial | It is disclosed in Climate Change Policy currently in draft |

Cobra Resources plc

TCFD Recommendation	Response	TCFD compliance	Disclosure location
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions and the related risks	Cobra's carbon footprint for its exploration activities and offices are shown below. This represents Cobra's first stage of annual carbon disclosure.

Scope 1 – 3.3 tCO2e
Scope 2 – 8.5 tCO2e

Owing to the campaign nature of Cobra's exploration activities, the presented carbon emissions do not serve as a baseline for future operations. These will be calculated and evaluated if and when operations are scoped. | Partial | This report |
| Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets | As the Company matures, Cobra will consider setting targets to manage climate-related risks and opportunities. The company plans to complete a project scoping study at the end of 2025. Part of this study will be to calculate the project's potential energy consumption and related offset requirements. | Partial | N/A |

Social, Community and Human Rights Responsibility

The Board recognises its responsibility under UK corporate law to promote the success of the Company for the benefit of its members as a whole. The Board also understands that it has a responsibility towards employees, partners, suppliers and contractors and the local communities in which it operates.

The Board appreciates the social importance its operating presence has on the community in which it operates. The Company strives to increase its presence within, and level of communication with, the Wudinna and Streaky Bay Communities by opening a locally based office and proactively engaging and educating the community of our operations and our future ambitions. We actively engage local contractors, support local business and look to educate and promote opportunities for local employment that will evolve as our operations expand.

Credit Risk

The Group's credit risk arises primarily from cash at bank, trade and other receivables, and financial assets measured at fair value through profit or loss (FVPL), and the risk that counterparties fail to discharge their obligations. Credit risk relating to FVPL assets arises from the risk of default by the issuers of the underlying listed investments; however, given these investments are traded on active markets, the Group considers the associated credit risk to be limited and does not hold collateral in respect of these assets.

The Company's credit risk primarily arises from inter-company debtors, which are considered to form part of the Company's investment in the subsidiaries (see Note 8 to the Financial Statements), as well as cash at bank and trade and other receivables, consistent with the Group. Where the Company holds FVPL assets comprising listed investments, exposure to credit risk is limited to the carrying value of those instruments. Should the subsidiaries' exploration activities not be successful, it is possible that these receivables may become irrecoverable.

Cobra Resources plc

STRATEGIC REPORT, continued

As we progress our project towards mining operations, the Company aims to exceed the South Australian Government’s expectations for stakeholder engagement through its local presence, early engagement, ongoing education and local employment.

FINANCIAL INSTRUMENTS

The Group’s financial instruments comprise investments, cash at bank and various items such as trade and other receivables, loans and creditors. The Group has not entered into derivative transactions nor does it trade financial instruments as a matter of policy.

Liquidity Risk

Liquidity risk arises from the management of cash funds and working capital. The risk is that the Group will fail to meet its financial obligations as they fall due. The Group operates within the constraints of available funds and cash flow projections are produced and regularly reviewed by management.

Interest Rate Risk Profile of Financial Assets

The only financial assets (other than short term debtors) are cash at bank and in hand, which comprises money at call. The interest earned in the year was negligible. The Directors believe the fair value of the financial instruments is not materially different to the book value.

Foreign Currency Risk

The Group includes an Australian subsidiary which may affect the Group’s Sterling denominated reported results because of movements in the Sterling/Australian dollar exchange rate. The Group also incurs costs denominated in foreign currencies which gives rise to short-term exchange risk. The Group does not currently hedge against these exposures as they are deemed immaterial and there is no material exposure as at the year-end (31 December 2024: No material exposure).

CAPITAL MANAGEMENT

The Group’s objective when managing capital is to safeguard its ability to continue as a going concern and develop its mining and exploration activities to provide returns for shareholders. The Group’s funding comprises equity and debt. The Directors consider the Company’s capital and reserves to be capital. When considering the future capital requirements of the Group and the potential to fund specific project development via debt, the Directors consider the risk characteristics of all the underlying assets in assessing the optimal capital structure.

Approved by the Board of Directors
and signed on behalf of the Board

Rupert Verco
Managing Director
30 April 2026

Cobra Resources plc

DIRECTORS' REPORT

The Directors are pleased to submit their annual report and audited financial statements for Cobra Resources Plc (the "Company" and collectively with its subsidiaries the "Group") for the year ended 31 December 2025.

The Chairman’s Statement and Strategic Report contain details of the Group’s principal activities and include an Operational Review which provides detailed information on the development of the Group’s businesses during the last 12 months, likely future developments and events that have occurred after the Balance Sheet date.

This Directors’ Report includes the information required to be included under the Companies Act or, where provided elsewhere, an appropriate cross-reference is given. The Corporate Governance Statement, approved by the Board, is provided on pages 28 to 33 and is incorporated by reference herein.

PRINCIPAL ACTIVITY

The Group’s principal activity is to explore, develop and mine precious and base metal projects.

RISKS AND UNCERTAINTIES AND FINANCIAL INSTRUMENTS

The business of mineral exploration, evaluation and development has inherent risks. The Group’s exposure to risks is explained in Risks and Uncertainties in the Strategic Report set out on pages 8 to 21 together with the policies of the Board for the review and management of those risks.

THE GROUP’S PERFORMANCE AND FUTURE DEVELOPMENTS

A review of the Group’s projects and their performance during the financial period and details of future developments and an indication of the outlook for the future, are contained in the Chairman’s Statement on pages 3 to 7.

The Board will continue with its strategic plans to generate growth in value for shareholders in line with its business model which is explained in the Strategic Report starting on page 8.

DIRECTORS AND DIRECTORS’ INTERESTS

The directors of the Company during the year and at the date of this report were as follows:

	Date Appointed	Date Resigned
Andrew Michelmore AO – Non-executive Chairman	13 April 2026	-
Greg Hancock – Non-executive Chairman	1 March 2018	13 April 2026
Daniel Maling – Non-executive Director	1 May 2020	-
David Clarke – Executive Director*	1 May 2020	-
Rupert Verco – Executive Director	22 August 2022	-

David Clarke was appointed Executive Director, Business Development & Asset Marketing on 18 March 2024.

Cobra Resources plc

DIRECTORS' REPORT (continued)

The Directors who held office as 31 December 2025 had the following beneficial interests in the Ordinary shares of the Company at 31 December 2025 according to the register of directors' interests:

	Number of Ordinary shares at 31 Dec 2025	Ordinary shares
		% of Issued Share Capital at 31 Dec 2025	Number of Ordinary Shares at 31 Dec 2024	% of Issued Share Capital at 31 Dec 2024
Greg Hancock	600,000	0.06%	400,000	0.05%
Daniel Maling	2,275,000	0.24%	2,075,000	0.26%
David Clarke	94,558,428	10.10%	70,717,353	8.84%
Rupert Verco	999,999	0.11%	833,333	0.10%

Within 2025 the following shares were issued to Directors:

David Clarke and related entities purchased 1,666,666 shares at 3 pence per share pursuant to the exercise of warrants;
David Clarke and related entities purchased 22,174,406 shares at 1.15 pence per share pursuant to participation in a share placement;
Greg Hancock purchased 200,000 shares at 3 pence per share pursuant to the exercise of warrants;
Rupert Verco and related parties purchased 166,666 shares at 3 pence per share pursuant to the exercise of warrants; and
Daniel Maling and related entities purchased 200,000 shares at 3 pence per share pursuant to the exercise of warrants.

Post year end the following shares were issued to Directors:

David Clarke and related entities purchased 10,062,500 shares at 4 pence per share pursuant to a share placement in March 2026;
Rupert Verco and related parties purchased 250,000 shares at 4 pence per share pursuant to a share placement in March 2026; and
Daniel Maling and related entities purchased 375,000 shares at 4 pence per share pursuant to a share placement in March 2026.

DIRECTORS' WARRANTS AND OPTIONS

As at 31 December 2025 the Directors held the following options and warrants over the Company's ordinary shares:

	Date of grant	Options
		Number of options at start of year	Options granted or acquired during year	Options lapsed during year	Number of options at end of year
Greg Hancock	15 July 2020	5,000,000	-	-	5,000,000
TOTAL		5,000,000	-	-	5,000,000

Cobra Resources plc

DIRECTORS' REPORT (continued)

Rupert Verco	22 Jan 2022	3,000,000	-	-	3,000,000
	TOTAL	3,000,000	-	-	3,000,000
Daniel Maling	15 July 2020	5,000,000	-	-	5,000,000
	TOTAL	5,000,000	-	-	5,000,000
David Clarke	15 July 2020	5,000,000	-	-	5,000,000
	TOTAL	5,000,000	-	-	5,000,000

Warrants

	Date of grant	Number of warrants at start of year	Warrants granted or acquired during year	Warrants exercised during year	Number of warrants at end of year
Greg Hancock	26 Oct 2022	200,000	-	(200,000)	-
TOTAL		200,000	-	(200,000)	-
Rupert Verco	26 Oct 2022	166,666	-	(166,666)	-
	21 Nov 2023	500,000	-	-	500,000
TOTAL		666,666	-	(166,666)	500,000
Daniel Maling	26 Oct 2022	200,000	-	(200,000)	-
	21 Nov 2023	1,000,000	-	-	1,000,000
TOTAL		1,200,000	-	(200,000)	1,000,000
David Clarke	26 Oct 2022	1,666,666	-	(1,666,666)	-
	21 Nov 2023	18,400,000	-	-	18,400,000
	16 Jan 2024	1,800,000	-	-	1,800,000
	24 Mar 2025	-	11,068,957	-	11,068,957
TOTAL		21,866,666	11,068,957	(1,666,666)	31,268,957

MANAGEMENT INCENTIVES

On 27 March 2018, the Company introduced a Share Option Plan with Non-Employee Sub-Plan to enable the issue of options as part of the remuneration of key management personnel and directors to enable them to purchase ordinary shares in the Company. However, the Share Option Plan was amended by the Board and re-entered into on 11 February 2019.

Cobra Resources plc
DIRECTORS' REPORT (continued)

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

During the financial year, the Company maintained insurance cover for its Directors and Officers under a Directors' and Officers' liability insurance policy. The Company has not provided any qualifying third-party indemnity cover for the Directors.

INDEPENDENT ADVICE TO THE BOARD

The Board has the ability to seek independent professional advice although none was considered necessary in the year under review or in the previous financial year.

SHARE CAPITAL

Details of the issued share capital, together with details of the movement in issued share capital during the year, are shown in note 15 to the Financial Statements.

SUBSTANTIAL INTERESTS

At the date of approval of this report, the Company had been notified that of the following interests of 3% or more of the issued Ordinary share capital of the Company:

| | Number of Ordinary Shares
As at report signing date | % of Share Capital | Number of Ordinary Shares
As at 31 December 2025 | % of Share Capital |
| --- | --- | --- | --- | --- |
| Nortrust Nominees Ltd | 108,568,587 | 10.24 | 98,506,087 | 10.52 |
| Mr Craig P Ball & Mrs Suzanne K Ball | 105,670,828 | 9.97 | 95,608,328 | 10.21 |
| David Clarke* | 104,620,925 | 9.87 | 94,558,425 | 10.10 |
| Ausum Pty Ltd | 72,697,500 | 6.86 | 53,010,000 | 5.67 |

*Mr David Clarke holds shares in his own name as well as shares held in the name of entities in which he has a beneficial interest.

CORPORATE GOVERNANCE

The Corporate Governance Report is contained in pages 27 to 33 of this Report.

POLITICAL AND CHARITABLE DONATIONS

No donations were made during 2025 (2024: NIL charitable donations).

POST PERIOD EVENTS

Events subsequent to year end are set out in Note 22.

GOING CONCERN

The Group is a pre-revenue exploration company and has no operating revenues. As a result, the Group is dependent on raising additional funds in order to meet general overheads and to finance its planned exploration

Cobra Resources plc

DIRECTORS' REPORT (continued)

and evaluation activities. Based on the Group’s current plans, further funding will be required during the next 12 months in order to meet all forecast exploration expenditure and working capital requirements.

As at 31 December 2025, the Group had cash and cash equivalents of £1,562,502. Subsequent to the year end, the Company raised gross proceeds of £4,680,000 through the issue of ordinary shares, of which approximately £3,000,000 was subscribed by Australian major shareholders, directors and other subscribers. While this funding provides additional liquidity, execution of the Group’s planned activities remains dependent on the successful completion of further fundraising.

The management have prepared cash flow forecasts covering a period of not less than 12 months from the date of approval of these financial statements. These forecasts consider the Group’s existing cash resources, the post-period fundraise, and the anticipated timing and level of exploration and corporate expenditure. The Board regularly monitors market conditions and the Group’s cash position and, where necessary and where possible, may take mitigating actions to preserve liquidity, including revising exploration programmes, deferring discretionary expenditure, deferring director payments and reducing or terminating short-term contractual commitments.

The Directors consider that it is reasonable to expect that additional funds will be raised as required and, accordingly, have prepared the financial statements on a going concern basis. However, there can be no certainty that such funding will be obtained on acceptable terms, or at all. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern and, therefore, on their ability to realise assets and discharge liabilities in the normal course of business.

The auditors have drawn attention to this material uncertainty in their audit report. These financial statements do not include the adjustments that would be required if the Group or the Company were unable to continue as a going concern.

DISCLOSURE OF INFORMATION TO THE AUDITOR

In the case of each person who was a Director at the time this report was approved:

so far as that Director was aware there was no relevant audit information of which the Company’s auditor was unaware; and
that Director had taken all steps that the Director ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor was aware of that information.

This information is given and should be interpreted in accordance with the provisions of section 418 of Companies Act 2006.

AUDITORS

A resolution to re-appoint the Company’s Auditors, PKF Littlejohn LLP, will be proposed at the next Annual General Meeting of the Company, to be held in June 2026 at a date to be determined.

Approved by the Board of Directors and signed on behalf of the Board

Rupert Verco
Managing Director
30 April 2026

Cobra Resources plc

CORPORATE GOVERNANCE STATEMENT

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the group and parent company financial statements in accordance with 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. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the group and of the profit or loss of the company and the group for that year.

In preparing those financial statements, the directors are required to:

Select suitable accounting policies and then apply them consistently;
Make judgements and accounting estimates that are reasonable and prudent;
State whether 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 company and group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and 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 and the Directors Remuneration Report comply with the Companies Act 2006 and, as regards the group Financial Statements, UK-adopted international accounting standards. 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.

They are also responsible to make a statement that they consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced, and understandable and provides the information necessary for the shareholders to assess the Group and Company’s position and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 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.

Legislation in England and Wales governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Directors’ Responsibility Statement Pursuant to Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed on page 1, confirm that, to the best of their knowledge and belief:

The Financial Statements prepared in accordance with UK-adopted International accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the Group and 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 parent company, together with a description of the principal risks and uncertainties that they face.

Cobra Resources plc

CORPORATE GOVERNANCE STATEMENT, continued

Introduction

The Company is not required to comply with the UK Code of Corporate Governance and has not voluntarily adopted it. However, the Directors recognise the importance of sound corporate governance and the Board intends, to the extent it considers appropriate in light of the Company's size, stage of development and resources, to implement certain corporate governance recommendations.

The Directors have responsibility for the overall corporate governance of the Company and recognise the need for the highest standards of behaviour and accountability. The Board has a wide range of experience directly related to the Company and its activities and it structure ensures that no one individual or group dominates the decision-making process.

The ways in which the Company has had regard to the Code in its corporate governance practices are explained below:

The Code requires that a smaller company should have at least two Independent Non-Executive Directors. The Board currently consists of two Executive Directors and two Non-Executive Directors. The Non-Executive Directors are interested in either Ordinary shares in the Company, options over ordinary shares in the Company, or both, and cannot therefore be considered fully independent under the Code. The remuneration of the Non-Executive Directors includes options and this is contrary to D.1.3 of the Code, and thus the Company is not in full compliance. The Directors consider the present structure and arrangements to be adequate given the size and stage of development of the Company, and all are considered to be independent in character and judgement.
Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company following their appointment and thereafter are subject to re-election in accordance with the Company's Articles of Association. The terms and conditions of appointment of Non-Executive Directors will be made available upon written request.

The Company is a small company with a modest resource base. The Company has a clear mandate to optimise the allocation of limited resources to support its development plans. As such, the Company strives to maintain a balance between conservation of limited resources and maintaining robust corporate governance practices. As the Company evolves, the Board is committed to enhancing the Company's corporate governance policies and practices deemed appropriate for the size and maturity of the organisation.

The Company will hold Board meetings periodically as issues arise which require the Board's attention. The Board will be responsible for the management of the business of the Company, setting its strategic direction, establishing its policies and appraising the making of all material investments. It will be the Board's responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of the shareholders, to whom the Directors are accountable. The primary duty of the Board will be to act in the best interests of the Company at all times. The Board will also address issues relating to internal control and the Company's approach to risk management.

Set out below are the Company's corporate governance practices for the year ended 31 December 2025.

Cobra Resources plc
CORPORATE GOVERNANCE STATEMENT, continued

Leadership

The Company is headed by an effective Board which is collectively responsible for the long-term success of the Company.

The role of the Board – The Board sets the Company’s strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and long-term shareholder value. To achieve this, the Board directs and monitors the Company’s affairs within a framework of controls which enable risk to be assessed and managed effectively. The Board also has responsibility for setting the Company’s core values and standards of business conduct and for ensuring that these, together with the Company’s obligations to its stakeholders, are widely understood throughout the Company. The Company’s culture is communicated to employees and contractors by the Managing Director at the point of first engagement. The Board also maintained open dialogue with native title holders and regulatory bodies throughout the year to ensure that the Company undertook its operational activities in compliance with all regulatory guidelines.

Board Meetings – The core activities of the Board are carried out in scheduled meetings of the Board. These meetings are timed to link to key events in the Company’s corporate calendar and regular reviews of the business are conducted. Additional meetings and conference calls are arranged to consider matters which require decisions outside the scheduled meetings. During the year, the Board met on five occasions.

Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to discuss any issues of concern they may have relating to the Company or their areas of responsibility, and to keep them fully briefed on the Company’s operations.

Summary of the Board’s work in the year – During the year, the Board considered all relevant matters within its remit but focused in particular on the execution and selling of the Wudinna Gold Rights to Barton Gold.

A table setting out the Directors’ attendance at Board meetings during the year is set out below.

	Role	Board Meeting	Audit Committee	Remuneration Committee
Greg Hancock *	Non-Executive Chairman	5/5	1/1	1/1
Daniel Maling	Director	5/5	1/1	1/1
David Clarke	Director	5/5	N/A	N/A
Rupert Verco	Chief Executive Officer	5/5	N/A	N/A

Greg Hancock resigned post reporting date on 13 April 2026.

Directors attended an extremely high number of directors meetings and all Board meetings they were entitled to attend during the year. The Board is pleased with the high level of attendance and participation of Directors at Board and committee meetings.

Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company following their appointment and thereafter are subject to re-election in accordance with the Company’s Articles of Association.

Cobra Resources plc

CORPORATE GOVERNANCE STATEMENT, continued

Risk and Internal Controls

The Board is responsible for establishing and maintaining the effectiveness of the Group’s risk management and internal control framework. The Board periodically reviews the framework when key changes to operations or personnel are identified and, in the absence of such changes, at least annually. The Board may consult independent advisers on matters relating to risk management and internal controls where considered appropriate.

The Group’s principal risks and uncertainties, together with the processes for identifying, assessing and managing those risks, are set out in the Strategic Report. These risks form the basis of the Board’s risk management and internal control framework.

As at the reporting date, the Board is satisfied that the risk management and internal control frameworks in place were appropriate to the size, complexity and stage of development of the Group.

Non-Executive Directors

The Non-Executive Director brings a broad range of business and commercial experience to the Company and have a particular responsibility to challenge independently and constructively the performance of the Executive management (where appointed) and to monitor the performance of the management team in the delivery of the agreed objectives and targets. Cobra had one Non-Executive Director during 2025, being Daniel Maling as well as a Non-executive Chairman, Greg Hancock who ceased his position in April 2026 and was replaced by Andrew Michelmore AO.

Non-Executive directors are initially appointed for an initial term of one year, which may, subject to satisfactory performance and re-election by shareholders, be extended by mutual agreement.

Committees

The Company has established Audit and Remuneration Committees.

Audit Committee

The Audit Committee was established in 2020. The Committee has responsibility for, among other things, the monitoring of the integrity of the financial statements of the Company and its Enlarged Group and the involvement of the Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of external audit and financial control is maintained, including considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will meet at least two times a year at the appropriate times in the financial reporting and audit cycle.

The members of the Audit Committee are Daniel Maling, who acts as Chairman of the Committee, and Andrew Michelmore.

The Group’s external auditor is PKF Littlejohn LLP who have served as external auditor for eight years. The role of external auditor last went to tender in 2018. The Audit Committee closely monitors the level of audit and non-audit services that they provide to the Company and Group.

Having assessed the performance, objectivity and independence of the auditors, the Committee will be recommending the reappointment of PKF Littlejohn LLP as auditors to the Company at the 2026 Annual General Meeting.

Cobra Resources plc

CORPORATE GOVERNANCE STATEMENT, continued

During the year to 31 December 2025 the Audit Committee considered the following key issues in relation to the Financial Statements:

Issue	Action
• Accounting policies	The Committee reviewed and discussed the significant accounting policies with management and the external auditor and reached the conclusion that each policy was appropriate to the Group and Company.
• Carrying value of investment in Lady Alice Mines	The Committee reviewed management’s impairment assessment and, noting the ongoing technical success at the Boland Project and planned exploration programmes, concluded that no impairment to the value of the investment in Lady Alice Mines was required as at 31 December 2025. The Committee also noted the following key events during the year and their accounting treatment/presentation in the financial statements: Barton Gold transaction (Wudinna Gold assets) – consideration received/receivable (cash and Barton Gold shares) is accounted for in accordance with the Group’s policies on disposals and financial assets; Barton Gold shares received are recognised as a financial asset and subsequently measured at fair value through other comprehensive income, with contingent/milestone and production-linked consideration recognised when it becomes highly probable and can be reliably measured (and otherwise disclosed as contingent consideration/commitments, as applicable). Manna Hill option – option payments and directly attributable costs are expensed to profit or loss as exploration expenditure while the option is exercisable and the Group has not yet obtained control of the underlying tenements; on exercise, subsequent expenditure is accounted for in line with the Group’s exploration and evaluation accounting policy, with appropriate note disclosures.
• Going Concern review	The Committee considered the ability of the Group to operate as a Going Concern considering cash flow forecast for the next 12 months and operational milestone. It was determined by the Committee that the Group will need to raise funds within the next 12 months to achieve its 12-month operational objectives. Whilst there can be no certainty that funds will be received, the Committee formed the opinion that it was reasonable to expect that additional funds will be raised, and that it was appropriate for the Financial Statements to be prepared on a going concern basis.
• Review of audit and non-audit services and fees	The Committee reviewed the fees charged for the provision of audit and services and determined that they were in line with fees charged to companies of similar size and stage of development. The Committee considered and was satisfied the external auditor’s assessment of its own independence. There were no non-audit services provided during the year to 31 December 2025.

Cobra Resources plc

CORPORATE GOVERNANCE STATEMENT, continued

Remuneration Committee

The Remuneration Committee was established in 2020. The Committee has the responsibility of reviewing the performance of the Executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment, including where appropriate, provisions for malus and clawbacks in accordance with best market practice. The Committee will also make recommendations to the Board on proposals for the granting of share awards and other equity incentives pursuant to any share award scheme or equity incentive scheme in operation from time to time. The Remuneration Committee will meet at least once a year. The aggregate remuneration of the directors is limited by the Company's Articles of Association and this aggregate amount can only be changed by the Company in general meeting.

The members of the Remuneration Committee are Daniel Maling, who acts as Chairman of the Committee, and Andrew Michelmore (post year end). Greg Hancock was a member until his resignation on the 13 April 2026.

Nomination Committee

The Board as a whole will be responsible for the appointment of executive and Non-Executive Directors. The Board does not currently believe it is necessary to have a separate nominations committee at this time. The requirement for a nominations committee will be considered on an ongoing basis.

Share Dealing Code

The Board has adopted a share dealing code (the "Share Dealing Code") regulating trading in the Company's shares for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are listed on the Official List and admitted to trading on the Main Market for listed securities of the London Stock Exchange (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of the Share Dealing Code.

Equal Opportunity

The Company promotes a policy for the creation of equal and ethnically diverse employment opportunities including with respect to gender. The Company promotes and encourages employee involvement wherever practical as it recognises employees as a valuable asset and is one of the key contributions to the Group's success.

Relations with Stakeholders

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

Consider the likely consequences of any decision in the long term;
Act fairly between the members of the Company;
Maintain a reputation for high standards of business conduct;
Consider the interests of the Company's employees;
Foster the Company's relationships with suppliers, customers and others; and
Consider the impact of the Company's operations on the community and the environment.

Cobra Resources plc

CORPORATE GOVERNANCE STATEMENT, continued

The Company operates in the extractive industry to explore, develop and mine precious and base metal projects which is inherently speculative in nature and, whilst currently pre-revenue will be dependent upon fund-raising for its continued operations. The nature of the business is well understood by the Company’s members, employees and suppliers, and the Directors are as transparent about the cash position and funding requirements as is allowed under LSE regulations.

The Directors are mindful of their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors have regard to, amongst other matters, the long-term consequences of decisions, the interests of employees, the need to foster strong relationships with suppliers, customers and other stakeholders, the impact of the Company’s operations on the community and the environment, the desirability of maintaining high standards of business conduct, and the need to act fairly as between members of the Company.

During the year ended 31 December 2025, the Board considered these duties in its decision-making as follows:

In determining the Company’s strategic direction and allocation of capital, the Board focused on actions intended to enhance the Company’s long-term prospects, including advancing work programmes to unlock value from the Boland Project, expanding the Company’s tenement position, and progressing the pathway to potential 100% ownership of key assets. These decisions were taken with a view to generating sustainable long-term value for shareholders. (s172(1)(a) and (f))
The Board recognises that the Company’s success is dependent on the skills, experience and commitment of its people. Throughout the year, the Board monitored workforce engagement and culture, and post year-end approved the establishment of an Employee Benefit Trust to support longer-term alignment between executive management and shareholders. (s172(1)(b) and (f))
In managing relationships with suppliers and service providers, the Board sought to foster constructive and responsible partnerships, while ensuring disciplined financial control. Material contracts entered into during the year were structured with clearly defined scopes and expenditure limits, reflecting the Board’s focus on cost control and risk management in the interests of shareholders and wider stakeholders. (s172(1)(c))
The Board recognises the importance of the Company’s responsibilities to the communities and environments in which it operates. During the year, the Board supported proactive engagement with local communities and regulators, including stakeholder engagement activities in Wudinna and ongoing dialogue with environmental and regulatory authorities to support responsible exploration and future permitting pathways. (s172(1)(d))
The Board remains committed to maintaining high standards of governance and business conduct. During 2025, the Board, supported by the Audit and Remuneration Committees, provided active oversight of material transactions, financial reporting judgements and principal risks, including the accounting treatment of the Wudinna Gold transaction, the Manna Hill option arrangement, and the Group’s going concern assessment, ensuring transparent and balanced disclosure. (s172(1)(e))
The Board engaged with shareholders throughout the year through regular communications, investor meetings and participation in the Annual General Meeting. Capital-raising decisions taken post year-end were considered carefully in light of the Company’s strategic objectives and funding requirements, with the aim of supporting growth while acting fairly between shareholders. (s172(1)(f))

The Directors believe that the matters summarised above demonstrate that, during 2025, they have fulfilled their duty under section 172 of the Companies Act 2006 and have sought to balance the interests of shareholders with those of other stakeholders while promoting the long-term success of the Company.

Rupert Verco
Managing Director
30 April 2026

Cobra Resources plc

DIRECTORS' REMUNERATION REPORT

The Company has established a Remuneration Committee which is responsible for reviewing, determining and recommending to the Board the future policy for the remuneration of the directors, the scale and structure of the directors' fees, taking into account the interests of shareholders and the performance of the Company and directors.

The items included in this report are unaudited unless otherwise stated.

Statement of Cobra Resources Plc's policy on Directors' Remuneration by the Chairman of the Remuneration Committee, Daniel Maling

As Chairman of the Remuneration Committee, I am pleased to introduce our Directors' Remuneration Report. The Directors' Remuneration Policy, which is set out on pages 34 to 37 of this report, will be submitted to shareholders for approval at our Annual General Meeting on a date to be advised in June 2026.

A key focus of the Directors' Remuneration Policy is to align the interests of the Directors to the long-term interests of the shareholders and it aims to support a high performance culture with appropriate reward for superior performance, without creating incentives that will encourage excessive risk taking or unsustainable company performance. This will be underpinned through the implementation and operation of incentive plans.

The Remuneration Committee which comprises of myself as Chairman and Daniel Maling will meet at least once a year. Directors' remuneration is fixed although Board meetings are held where the remuneration of Directors is considered. Greg Hancock served as Chairman until he resigned on the 13 April 2026.

Key Activities of the Remuneration Committee

The key activities of the Remuneration Committee are:

To determine and agree with the Board the framework or broad policy for the remuneration of the Company's Chief Executive Officer and such other members of executive management as it is designated to consider;
In determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code (the "Code") and associated guidance as far as applicable and possible given current size. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
Recommend and monitor the level and structure of remuneration for senior management;
When setting remuneration policy for directors, review and have regard to the remuneration trends across the Company, and review the on-going appropriateness and relevance of the remuneration policy;
Obtain reliable, up-to-date information about remuneration in other companies. To help it fulfil its obligations the Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary, within any budgetary restraints imposed by the Board;
Be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee;
Approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
Review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to Executive Directors and other designated senior executives and the performance targets to be used;
Ensure that contractual terms on termination, and any payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised; and
Oversee any major changes in employee benefits structures throughout the Company.

Cobra Resources plc

DIRECTORS' REMUNERATION REPORT, continued

Remuneration Components

The Company remunerates Directors in line with best market practice in the industry in which it operates. The components of Director remuneration that are considered by the Board for the remuneration of Directors consist of:

Base salaries;
Pension and other benefits;
Annual bonus; and
Share Incentive arrangements.

All such contracts impose certain restrictions as regards the use of confidential information and intellectual property and they impose restrictive covenants which apply following the termination of their agreements. There are no planned changes to future remuneration policy as at the date of signing this Report.

Other Matters

The Company does not currently have any annual or long-term incentive schemes or any other scheme interests in place for any of the Directors.

The Company has established a workplace pension scheme but it does not presently have any employees qualifying under the auto-enrolment pension rules who have not opted out of the scheme. It does not currently pay pension amounts in relation to Directors' remuneration. The Company has not paid out any excess retirement benefits to any Directors or past Directors.

Recruitment Policy

Base salary levels take into account market data for the relevant role, internal relativities, their individual experience and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time, subject to performance in the role. Benefits will generally be in accordance with the approved policy. For external and internal appointments, the Board may agree that the Company will meet certain relocation and/or incidental expenses as appropriate.

Payment for Loss of Office

The Committee will honour Executive Directors' contractual entitlements. Service contracts do not contain liquidated damages clauses. If a service contract is to be terminated, the Company will determine such mitigation as it considers fair and reasonable in each case.

The Company reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director's office or employment.

Service Agreements and Letters of Appointment

The terms of all the Directors' appointments are subject to their re-election by the Company's shareholders at Annual General Meetings at which certain of the Directors will retire on a rotational basis and offer themselves for re-election.

Cobra Resources plc

DIRECTORS' REMUNERATION REPORT, continued

The Non-executive Directors of the Company do not have service agreements but are appointed by letters of appointment. Each Non-Executive Director’s term of office runs for an initial period of one year and thereafter, with the approval of the Board, will continue subject to periodic retirement and re-election or termination or retirement in accordance with the terms of the letters of appointment.

The details of each Non-Executive Director’s current terms are set out below:

Name	Date of letter of appointment	Notice period by Company (months)	Notice period by Director (months)
Greg Hancock*	12 March 2018	1 month	1 month
Daniel Maling	1 May 2020	1 month	1 month

Mr Hancock resigned as a director post reporting date, on 13 April 2026.

Executive Directors’ Remuneration - Audited

The table below sets out the remuneration received by the Executive Director for the years ended 31 December 2025 and 2024:

	Short-term benefits – salary & fees	Total
	2025	2025
	£	£
Name
Rupert Verco	230,000	230,000
David Clarke*	50,000	50,000
Total	280,000	280,000

Payments to Rupert Verco included back paid bonuses totalling £80,000 for prior periods

	Short-term benefits – salary & fees	Total
	2024	2024
	£	£
Name
Rupert Verco	148,675	148,675
David Clarke*	50,000	50,000
Total	198,675	198,675

Mr Clarke became an Executive Director of the Company, on 18 March 2024.

Cobra Resources plc

DIRECTORS' REMUNERATION REPORT, continued

Non-Executive Directors' Remuneration - Audited

The table below sets out the remuneration received by each non-executive director during the years ended 31 December 2025 and 2024:

| | Short-term
benefits – salary &
fees | Total |
| --- | --- | --- |
| | 2025 | 2025 |
| | £ | £ |
| Name | | |
| Greg Hancock* | 34,000 | 34,000 |
| Daniel Maling | 24,000 | 24,000 |
| Total | 58,000 | 58,000 |

Mr Hancock resigned as a director post reporting date, on 13 April 2026.

| | Short-term
benefits – salary &
fees | Total |
| --- | --- | --- |
| | 2024 | 2024 |
| | £ | £ |
| Name | | |
| Greg Hancock | 33,650 | 33,650 |
| Dan Maling | 24,000 | 24,000 |
| Total | 57,650 | 57,650 |

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.

Daniel Maling
Chairman of the Remuneration Committee
30 April 2026

Cobra Resources plc

PKF

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COBRA RESOURCES PLC

Opinion

We have audited the financial statements of Cobra Resources Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards 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 group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and 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 indicates that the group’s and parent company’s ability to meet operational objectives and general overheads is reliant on the need to raise funds within the next 12 months. As stated in note 1, these events or conditions, along with the other matters as set forth in note 1, 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 director’s 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:

Reviewing management’s formal assessment of the Group’s going concern which included cash flow forecasts for the period up to 31 December 2027;

Cobra Resources plc

Testing the mathematical accuracy of the model and challenging management on the accuracy of key assumptions and inputs;
Assessing the reasonableness of the cash flow forecast by analysing management’s historical forecasting accuracy;
Reviewing the exploration licences for any committed expenditures and ensuring these were considered as part of the assessment;
Obtaining and reviewing post year-end management accounts and bank statements to ascertain the group and parent company’s latest financial position and post year-end performance;
Corroborating any post-year end financing from shareholders;
Sensitising the forecasts to determine the impact of reasonably possible changes in assumptions and inputs; and
Assessing the adequacy of the going concern disclosures in the financial statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. We determined materiality for the financial statements to be:

Entity	Materiality £	Performance Materiality £	Triviality threshold £
Group	196,000 (2024: 146,000)	137,000 (2024: 102,000)	9,800 (2024: 7,300)
Parent Company	29,000 (2024: 24,000)	20,000 (2024: 16,500)	1,000 (2024: 1,650)

Group materiality was based upon approximately $3\%$ of net assets (2024: $3\%$ of net assets). We consider net assets to be the main driver of the business as the group is still in the exploration stage and therefore no revenues are currently being generated; as a result, current and potential investors will be most interested in the valuation of the exploration and evaluation assets, as well as ability to preserve cash. The parent company materiality was based upon $5\%$ of loss before tax (2024: $5\%$ of loss before tax) in order to obtain appropriate coverage of parent company expenditure during the audit. Performance materiality for the group and the parent company was set at $70\%$ of overall materiality (2024: $70\%$).

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures for example in determining sample sizes.

For each component in scope of the group audit, we allocated performance materiality to each entity based on their contribution to overall group net assets. In addition to the parent, there was one additional in scope entity, to which we allocated a performance materiality of £123,000 (2024: £16,500).

We agreed with the audit committee that we would report all individual audit differences identified for the group during the course of our audit in excess of £9,800 (2023: £7,300) and for the parent company in excess of £1,000 (2024: £1,650). We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

Cobra Resources plc

Our approach to the audit

In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. We looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. This included the recoverability of the exploration and evaluation intangible asset at a group level and the recoverability of investment in subsidiary and intercompany debtors at the parent company level. Our group audit scope focused on the principal areas of operation, being Australia and the UK. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Exploration and evaluation activities take place within the subsidiaries based in Australia and this is also the location of the group’s accounting function.

The audit was performed by us as group auditors based in London, UK. As a result of our materiality and risk assessments, we determined which components required a full scope audit of their financial information with consideration to their significance to the group based on their contribution to overall net assets, the presence of material classes of transactions and account balances, and other risk characteristics. On this basis, one component in addition to the parent company required a full scope audit of their financial information.

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 and recoverability of exploration intangible assets (Note 9)
Intangible assets comprise exploration and evaluation costs together with the fair value of acquiring the project licenses. Costs capitalised within intangible assets are required to satisfy the eligibility criteria under IFRS 6 Exploration for and Evaluation of Mineral Resources. The carrying amount of the intangible assets related to exploration and evaluation assets amounted to £2,329,659 (2024: £4,318,175) as at 31 December 2025.

Key Audit Matter

How our scope addressed this matter

Valuation and recoverability of exploration intangible assets (Note 9)

Intangible assets comprise exploration and evaluation costs together with the fair value of acquiring the project licenses. Costs capitalised within intangible assets are required to satisfy the eligibility criteria under IFRS 6 Exploration for and Evaluation of Mineral Resources. The carrying amount of the intangible assets related to exploration and evaluation assets amounted to £2,329,659 (2024: £4,318,175) as at 31 December 2025.

Given the level of management judgement involved in assessing whether there are indications of impairment to the carrying value of exploration and evaluation assets, we considered this to be a key audit matter. | Our work in this area included:
• Reviewing management’s assessment of impairment indicators, providing appropriate challenge to any significant assumptions;
• Performing an independent assessment of whether indicators of impairment are present in accordance with IFRS 6;
• Confirming good title to project licences and that any minimum expenditure terms therein have been adequately met or are expected to be met within the contractual terms; |

Cobra Resources plc

| | • Performing substantive testing of a sample of additions to exploration and evaluation assets during the year;
• Assessing progress and results of exploration activities at the group's projects during the year and post-year end;
• Discussing with management and the Board their plans regarding future exploration on the licence areas; and
• Reviewing the associated disclosures within the financial statements to ensure compliance with IFRS.

Key Observation:
The directors' judgements in their assessment of impairment are reasonable and our work did not identify any impairment indicators regarding the carrying value and recoverability of intangible assets. |
| --- | --- |
| Recoverability of investment in subsidiary and intercompany debtors balance (Notes 8 and 11) | |
| The investment in subsidiary and intragroup debtor balances amounted to £562,260 (2024: £562,260) and £6,400,144 (2024: £4,874,714) as at 31 December 2025.

The investment in subsidiary and intercompany debtors are significant assets in the parent company's financial statements. Their recoverability is directly linked to the recoverability of intangible assets in those entities, and hence may not be fully recoverable.

Given the level of management judgement involved in assessing the recoverability of these balances, we considered this to be a key audit matter. | Our work in this area included:
• Evaluating recoverability by reference to management's assessment of impairment of the underlying exploration projects;
• Considering the need for provision against intercompany debtors in accordance with the expected credit loss model within IFRS 9 Financial Instruments;
• Assessing whether indications of impairment exist in relation to the investment in subsidiary in accordance with IAS 36 Impairment of Assets; and
• Reviewing the associated disclosures in the financial statements to ensure that they are appropriate and in accordance with IFRS.

Key Observation
The directors' judgements in their assessment of impairment are reasonable and our work, in conjunction with that performed on the recoverability of intangible assets, did not identify any impairment indicators. |

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

Cobra Resources plc

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 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 parent company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the 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.

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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Cobra Resources plc

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 sector in which it operates 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 discussions with management and our experience of the resource exploration sector.
We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from:
Companies Act 2006;
Listing Rules;
The Bribery Act 2006;
Anti-Money Laundering Legislation;
Disclosure Guidance and Transparency rules for listed entities;
UK-adopted international accounting standards;
Local industry laws and regulations in South Australia and Tasmania where exploration activity took place; and
Local tax and employment laws in UK and Australia.
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:
conducting enquiries of management and those charged with governance regarding potential instances of non-compliance;
reviewing board minutes and other correspondence from management;
reviewing regulatory news service announcements; and
reviewing legal and professional fees for evidence of any litigation or claims against the group and parent company.
We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with law and regulations throughout the audit.
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 impairment assessment of intangible assets and recoverability of amounts due from subsidiary undertakings represented the highest risk of management bias. Please refer to the key audit matters section above. We addressed this by challenging the assumptions and judgements made by management when auditing these significant accounting estimates.

Cobra Resources plc

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 enquiry of management and review of 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 Cobra Resources Plc on 28 February 2019 to audit the financial statements for the period ending 31 December 2018 and subsequent financial periods. Our total uninterrupted period of engagement is 8 years, covering the periods ending 31 December 2018 to 31 December 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent of the 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.

Imogen Massey

Imogen Massey (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor

30 Churchill Place
London
E14 5RE

Date: 30 April 2026

Cobra Resources plc

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| | Notes | 31 December 2025
£ | 31 December 2024
£ |
| --- | --- | --- | --- |
| Gain on Financial Instruments at Fair Value through profit or loss | 16 | 1,441,413 | - |
| Other Income | | - | 91,267 |
| Other Expenses | 2 | (1,128,838) | (565,298) |
| Exploration Expenditure | | (140,503) | - |
| Loss on disposal | | (5,697) | - |
| Operating Profit/(Loss) | | 166,375 | (474,031) |
| Net finance income | 3 | 13,514 | 7,169 |
| | | 179,889 | (466,862) |
| Change in estimate of contingent consideration | 14 | - | 43,527 |
| Profit/(Loss) before tax | | 179,889 | (423,336) |
| Taxation | 6 | - | - |
| Profit/(Loss) for the year attributable to equity holders | | 179,889 | (423,336) |
| Earnings per Ordinary share | | | |
| Basic profit/(loss) per share attributable to owners of the Parent Company | | £0.0002 | (£0.0006) |
| | 7 | | |
| Diluted profit/(loss) per share attributable to owners of the Parent Company | | £0.0002 | (£0.0006) |

All operations are considered to be continuing.

The accompanying notes are an integral part of these financial statements.

Cobra Resources plc

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

| | 31 December
2025
£ | 31 December
2024
£ |
| --- | --- | --- |
| Profit / (Loss) for the year | 179,889 | (423,336) |
| Other Comprehensive income | | |
| Items that may subsequently be reclassified to profit or loss: | | |
| - Exchange differences on translation of foreign operations | 13,305 | (305,161) |
| Items that will not be reclassified subsequently to profit or loss: | | |
| - Fair value movement on equity instruments at FVOCI | 275,413 | - |
| Total comprehensive profit / (loss) attributable to equity holders of the Parent Company | 468,607 | (728,497) |

The accompanying notes are an integral part of these financial statements.

Cobra Resources plc

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2025

	Notes	2025	2024
		£	£

Non-current assets
Intangible Fixed Assets	9	2,329,659	4,318,175
Property, plant and equipment	10	4,544	4,526
Other non-current assets	11	35,308	35,088
Financial asset – Equity instruments (FVTPL)	16	3,534,580	-
Total non-current assets		5,904,091	4,357,789
Current assets
Trade and other receivables	11	209,323	144,746
Cash and cash equivalents	12	1,562,502	795,708
Financial asset – Equity instruments (FVOCI)	16	673,254	-
Total current assets		2,445,079	940,454
Current liabilities
Trade and other payables	13	217,314	171,101
Contingent consideration	14	119,698	119,698
Total current liabilities		337,012	290,799
Net assets		8,012,158	5,007,444
Capital and reserves
Share capital	15	9,358,860	7,988,713
Share premium account		3,950,098	2,821,139
Share based payment reserve		89,473	52,472
Retained losses		(5,512,740)	(5,692,629)
Foreign currency reserve		(148,946)	(162,251)
Equity Revaluation Reserve		275,413	-
Total equity		8,012,158	5,007,444

The accompanying notes are an integral part of these financial statements.

These financial statements were approved and authorised for issue by the Board of Directors on 30 April 2026.

Signed on behalf of the Board of Directors
Rupert Verco, Managing Director, Company No. 11170056

Cobra Resources plc

PARENT COMPANY STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2025

	Notes	2025	2024
		£	£

Non-current assets
Investment in subsidiary	8	562,260	562,260
Property, plant and equipment	10	1,428	1,428
Intangible Fixed Assets	9	-	-
Total non-current assets		563,688	563,688
Current assets
Trade and other receivables	11	6,453,865	5,019,440
Cash and cash equivalents	12	1,183,365	690,633
Total current assets		7,637,230	5,710,073
Current liabilities
Trade and other payables	13	83,005	67,168
Contingent consideration	14	119,698	119,698
Total current liabilities		202,703	186,866
Net assets		7,998,215	6,086,895
Capital and reserves
Share capital	15	9,358,860	7,988,713
Share premium account		3,950,098	2,821,139
Share based payment reserve		89,473	52,472
Retained losses		(5,400,216)	(4,775,430)
Equity shareholders’ funds		7,998,215	6,086,895

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not included its own income statement and statement of comprehensive income in these financial statements. The Parent Company’s loss for the period amounted to £624,786 (2024: £302,847 loss).

The accompanying notes are an integral part of these financial statements.

These financial statements were approved and authorised for issue by the Board of Directors on 30 April 2026.

Signed on behalf of the Board of Directors
Rupert Verco, Managing Director, Company No. 11170056

Cobra Resources plc

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| | Share capital
£ | Share premium
£ | Share based payment reserve
£ | Retained losses
£ | Equity revaluation reserve
£ | Foreign currency reserve
£ | Total
£ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| As at 1 January 2024 | 5,923,794 | 2,785,366 | 21,476 | (5,269,293) | - | 142,906 | 3,604,249 |
| Loss for the year | - | - | - | (423,336) | - | - | (423,336) |
| Translation differences | - | - | - | - | - | (305,161) | (305,161) |
| Total | - | - | - | - | - | - | - |
| Comprehensive loss for the year | - | - | - | (423,336) | - | (305,161) | (728,497) |
| Shares issued | 2,064,919 | 108,468 | - | - | - | - | 2,173,386 |
| Share issue cost | - | (72,695) | - | - | - | - | (72,695) |
| Share options charge | - | - | 30,997 | - | - | - | 30,997 |
| Total transactions with owners | 2,064,919 | 35,773 | 30,997 | - | - | - | 2,131,689 |
| At 31 December 2024 | 7,988,713 | 2,821,139 | 52,473 | (5,692,629) | - | (162,251) | 5,007,444 |
| Profit/(Loss) for the year | - | - | - | 179,889 | - | - | 179,889 |
| Fair value movements - financial assets at fair value through OCI | - | - | - | - | 275,413 | - | 275,413 |
| Translation differences | - | - | - | - | - | 13,305 | 13,305 |
| Total | - | - | - | - | - | - | - |
| Comprehensive Income/(loss) for the year | - | - | - | 179,889 | 275,413 | 13,305 | 468,607 |
| Shares issued nett of costs | 1,370,147 | 1,128,959 | - | - | - | - | 2,499,106 |
| Share options charge | - | - | 37,000 | - | - | - | 37,000 |
| Total transactions with owners | 1,370,147 | 1,128,959 | 37,000 | - | - | - | 2,536,106 |
| At 31 December 2025 | 9,358,860 | 3,950,098 | 89,473 | (5,512,740) | 275,413 | (148,946) | 8,012,158 |

The following describes the nature and purpose of each reserve within equity:

Cobra Resources plc

Share capital: Nominal value of shares issued

Share premium: Amount subscribed for share capital in excess of nominal value, less share issue costs

Share based payment reserve: Cumulative fair value of warrants and options granted

Retained losses: Cumulative net gains and losses, recognised in the statement of comprehensive income

Equity revaluation reserve: Equity instruments designated as financial assets at fair value through other comprehensive income

Foreign currency reserve: Gains/losses arising on translation of foreign controlled entities into pounds sterling.

The accompanying notes are an integral part of these financial statements.

Cobra Resources plc

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium	Share based payment reserve	Retained losses	Total
	£	£	£	£	£
As at 1 January 2024	5,923,794	2,785,366	21,476	(4,472,583)	4,258,053
Loss for the year	-	-	-	(302,847)	(302,847)
Total Comprehensive loss for the year	-	-	-	(302,847)	(302,847)
Shares issued	2,064,919	108,468	-	-	2,173,386
Share issue costs	-	(72,695)	-	-	(72,695)
Share option charge	-	-	30,997	-	30,997
Total transactions with owners	2,064,919	35,773	30,997	-	2,131,689
At 31 December 2024	7,988,713	2,821,139	52,473	(4,775,430)	6,086,895
Loss for the year	-	-	-	(624,786)	(624,786)
Total Comprehensive loss for the year	-	-	-	(624,786)	(624,786)
Shares issued nett of costs	1,370,147	1,128,959	-	-	2,499,106
Share option charge	-	-	37,000	-	37,000
Total transactions with owners	1,370,147	1,128,959	37,000	-	2,536,106
At 31 December 2025	9,358,860	3,950,098	89,473	(5,400,216)	7,998,215

The following describes the nature and purpose of each reserve within equity:

Share capital: Nominal value of shares issued
Share premium: Amount subscribed for share capital in excess of nominal value, less share issue costs
Share based payment reserve: Cumulative fair value of warrants and options granted
Retained losses: Cumulative net gains and losses, recognised in the statement of comprehensive income

The accompanying notes are an integral part of these financial statements.

Cobra Resources plc

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| | Notes | 31 December
2025
£ | 31 December
2024
£ |
| --- | --- | --- | --- |
| Cash flows from operating activities | | | |
| Profit/(Loss) before tax | | 179,889 | (423,336) |
| Share-based payments | | 37,000 | 30,997 |
| Consulting fees settled in shares | | 65,000 | 11,700 |
| Loss/(Profit) on sale of investments | | 5,697 | - |
| Gain on Financial Instruments at Fair Value through profit or loss | | (1,441,413) | - |
| Foreign exchange | | (7,653) | (997) |
| Interest income | 3 | (13,606) | (7,611) |
| Other Income | | - | (61,423) |
| Fair value (gain)/loss on contingent consideration | 14 | - | (43,527) |
| Decrease/(increase) in trade and other receivables | 11 | 84,423 | (108,498) |
| (Increase)/decrease in other non-current assets | 11 | - | (4,052) |
| Increase / (decrease) in trade and other payables | 13 | 56,729 | (27,583) |
| Net cash used in operating activities | | (1,033,934) | (634,330) |
| Cash flows from investing activities | | | |
| Payments for exploration and evaluation activities | 9 | (746,444) | (767,063) |
| Payments for property, plant and equipment | 10 | - | (2,875) |
| Proceeds from the sale of intangible assets | | 99,460 | - |
| Interest received | 3 | 13,606 | 7,611 |
| Net cash used in investing activities | | (633,378) | (762,327) |
| Cash flows from financing activities | | | |
| Proceeds from the issue of shares | 15 | 2,444,620 | 1,626,586 |
| Payment of share issuance costs | | (10,514) | (72,695) |
| Net cash generated from financing activities | | 2,434,106 | 1,553,891 |
| Net increase/(decrease) in cash and cash equivalents | | 766,794 | 157,234 |
| Cash and cash equivalents at beginning of year | | 795,708 | 638,475 |
| Cash and cash equivalents at end of year | 12 | 1,562,502 | 795,708 |

Major non-cash transactions

During the 2024 year the group acquired the remaining 25% of the Wudinna Project through issuing a further 52,010,000 shares at 1p each to Peninsula Resources Pty Ltd, and additional £25,000 in fees owing to suppliers were settled via the issue of 2,500,000 Ordinary shares at 1p each.

The accompanying notes are an integral part of these financial statements.

Cobra Resources plc

PARENT COMPANY CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| | Notes | 31 December 2025
£ | 31 December 2024
£ |
| --- | --- | --- | --- |
| Cash flows from operating activities | | | |
| Loss before tax | | (624,786) | (302,847) |
| Share based payments | | 37,000 | 30,977 |
| Consulting fees settled in shares | | 65,000 | 11,700 |
| Fair value loss/(gain) on contingent consideration | 14 | - | (43,527) |
| VAT reclaimable from prior period | | - | (61,423) |
| (Increase) in trade and other receivables | 11 | (1,434,424) | (596,661) |
| Increase / (decrease) in trade and other payables | 13 | 15,837 | (99,568) |
| Net cash used in operating activities | | (1,941,374) | (1,061,329) |
| Cash flows from investing activities | | | |
| Loan to Subsidiary | 11 | - | (115,000) |
| Net cash used in investing activities | | - | (115,000) |
| Cash flows from financing activities | | | |
| Nett proceeds from the issue of shares | | 2,444,620 | 1,626,586 |
| Payment of share issue costs | | (10,514) | (72,695) |
| Net cash generated from financing activities | | 2,434,106 | 1,553,891 |
| Net increase/(decrease) in cash and cash equivalents | | 492,732 | 377,562 |
| Cash and cash equivalents at beginning of year | | 690,633 | 313,071 |
| Cash and cash equivalents at end of year | 12 | 1,183,365 | 690,633 |

Major non-cash transactions

During the prior year the group acquired the remaining 25% of the Wudinna Project through issuing a further 52,010,000 shares at 1p each to Peninsula Resources Pty Ltd, and additional £25,000 in fees owing to suppliers were settled via the issue of 2,500,000 Ordinary shares at 1p each.

The accompanying notes are an integral part of these financial statements

Cobra Resources plc
NOTES TO THE FINANCIAL STATEMENTS

ACCOUNTING POLICIES AND BASIS OF PREPARATION

General information

The Company is a public company limited by shares which is incorporated in England. The registered office of the Company is 9th Floor, 107 Cheapside, London, EC2V 6DN, United Kingdom. The registered number of the Company is 11170056.

The principal activity of the Group is to objective is to explore, develop and mine precious and base metal projects.

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these Financial Statements are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.

Accounting policies

Basis of preparation of Financial Statements

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006. The Group and Company Financial Statements have also been prepared under the historical cost convention, except as modified for assets and liabilities recognised at fair value on an asset acquisition.

The Financial Statements are presented in pounds sterling, which is the functional currency of the Parent Company. The functional currency of Lady Alice Mines Pty Ltd is Australian Dollars.

The preparation of the Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Board 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 Statements are disclosed in Note 1.

Changes in accounting policies

i) New and amended standards adopted by the Group and Company

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions were applicable for the period ended 31 December 2025 but did not result in any material changes to the financial statements of the Group or Company.

Of the other IFRS and IFRIC amendments, none are expected to have a material effect on the future Group or Company Financial Statements.

ii) New standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

IFRS S1: General Requirements for Disclosure of Sustainability-related Financial Information (effective date TBC*);
IFRS S2: Climate-related Disclosures (effective date TBC*);
IFRS 18: Presentation and Disclosure in Financial Statements (effective date 1 January 2027);
Amendments to IFRS 9: Financial Instruments and IRFS 7 Financial Instruments: Disclosures (effective date 1 January 2026); and
Annual Improvements to IFRS standards – Volume 11 (effective date 1 January 2026).

*available for use but not yet endorsed in the UK.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

None are expected to have a material effect on the Group or Company Financial Statements.

Going concern

The Financial Statements have been prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the current and future position of the Group and Company, including the current level of resources and the required level of spending on exploration and evaluation activities. As part of their assessment, the Directors have also taken into account the ability to raise additional funding whilst maintaining sufficient cash resources to meet all commitments. The Board regularly reviews market conditions, the Group’s cash balance in alignment with the Company’s forward commitments and shall where deemed necessary revise expenditure commitments, defer director payments and terminate short term contracts as a means of cash preservation. Post-period end, the Company raised a further £4,680,000 under the Company’s head room with £3,000,000 coming from Australian major shareholders, directors and other subscribers.

The Group meets its working capital requirements from its cash and cash equivalents. The Company is pre-revenue, and to date the Company has raised finance for its activities through the issue of equity and debt.

The Group has £1,562,502 of cash and cash equivalents at 31 December 2025. The Group’s and Company’s ability to meet operational objectives and general overheads is reliant on the need to raise funds within the next 12 months to achieve its 12-month operational objectives.

The Directors are confident that further funds can be raised and it is appropriate to prepare the financial statements on a going concern basis, however there can be no certainty that any fundraise will complete. These conditions indicate existence of a material uncertainty related to events or conditions that may cast significant doubt about the Group’s and Company’s ability to continue as a going concern, and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. These financial statements do not include the adjustments that would be required if the Group and Company could not continue as a going concern.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Parent Company and companies controlled by the Parent Company, the Subsidiary Companies, drawn up to 31 December each year.

Control is recognised where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities, and is exposed to, or has rights to, variable returns from its involvement in the subsidiary. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, where appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

they are offset against the premium on those shares within equity.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Investments in subsidiaries are accounted for at cost less impairment.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

The Group’s operations are located Australia with the head office located in the United Kingdom. The main tangible assets of the Group, cash and cash equivalents, are held in the United Kingdom and Australia. The Board ensures that adequate amounts are transferred internally to allow all companies to carry out their operational on a timely basis.

The Directors are of the opinion that the Group is engaged in a single segment of business being the exploration of gold in Australia. The Group currently has two geographical reportable segments – United Kingdom and Australia.

Foreign currencies

For the purposes of the consolidated financial statements, the results and financial position of each Group entity are expressed in pounds sterling, which is the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the reporting date. Exchange differences arising are included in the profit or loss for the period.

For the purposes of preparing 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. Gains and losses from exchange differences so arising are shown through the Consolidated Statement of Changes in Equity.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates: Office Equipment: 33.33% per annum

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other (losses)/gains’ in the Statement of Comprehensive Income.

Impairment of tangible fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Exploration and evaluation assets

Exploration and evaluation assets, held as intangible fixed assets on the statement of financial position comprises all costs which are directly attributable to the exploration of a project area. The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure capitalised as exploration and evaluation assets relates to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

Treatment of options to acquire exploration assets and equity

The Group enters into different types of option arrangements, which are accounted for based on the nature of the rights obtained and the substance of the transaction, in accordance with IFRS 6 and relevant IFRS guidance.

Options to acquire exploration assets (including option agreements)

Where the Group acquires an option to earn an interest in an exploration licence or mineral project, and the option conveys substantive exploration rights that enable the Group to access the area and undertake exploration and evaluation activities, option costs are capitalised as exploration and evaluation assets. Subsequent exploration and evaluation expenditure incurred under such option agreements is also capitalised, provided it is directly attributable to exploration activities within the option area.

This treatment is considered appropriate under IFRS 6, as:

the option cost represents consideration paid to obtain the right to explore for mineral resources; and
the subsequent expenditure relates directly to exploration and evaluation activities aimed at identifying mineral resources.

IFRS 6 permits the capitalisation of expenditures incurred in obtaining the right to explore and costs incurred in the exploration for and evaluation of mineral resources prior to the demonstration of technical feasibility and commercial viability. Capitalised option-related costs are assessed for impairment in accordance with the Group’s impairment policy for exploration and evaluation assets.

Options to purchase equity interests

Where the Group acquires an option to purchase equity instruments in another entity (for example, an option to acquire shares in a company holding exploration assets), and the option does not itself convey direct exploration rights or an interest in an exploration licence, the cost of the option and further expenditures in the option period prior to exercise, are expenses as incurred as is incurred.

This is because:

the option relates to a potential future investment in equity, rather than the acquisition of a right to explore for mineral resources; and
the expenditure does not meet the definition of an exploration and evaluation asset under IFRS 6, as it is not directly attributable to exploration or evaluation activities.

Accordingly, such costs are recognised in profit or loss and are not capitalised as exploration and evaluation assets.

Exploration and evaluation assets recorded at fair-value on acquisition

Exploration assets which are acquired are recognised at fair value. When an acquisition of an entity whose only significant assets are its exploration asset and/or rights to explore, the Directors consider that the fair value of the exploration assets is equal to the consideration. Any excess of the consideration over the capitalised exploration asset is attributed to the fair value of the exploration asset.

Cobra Resources plc
NOTES TO THE FINANCIAL STATEMENTS (continued)

Impairment of intangible assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in profit or loss for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Early stage exploration projects are assessed for impairment using the methods specified in IFRS 6.

Financial Assets

Loans and Receivables

(a) Classified as receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an instrument level.

The Group’s and Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

financial assets at amortised cost (debt instruments);
financial assets at fair value through OCI with recycling of cumulative gains and losses through profit or loss (debt instruments);
financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition through profit or loss (equity instruments); and
financial assets at fair value through profit or loss.

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group and Company. The Group and Company measure financial assets at amortised cost if both of the following conditions are met:

the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition through profit or loss (equity instruments)

Upon initial recognition, the Group and the Company may make an irrevocable election to present subsequent changes in the fair value of certain equity instruments in other comprehensive income, provided that the equity instruments are not held for trading. The election is made separately for each relevant equity instrument and applies only to equity instruments within the scope of IFRS 9.
Financial assets in this category are initially recognised at fair value plus transaction costs and are subsequently measured at fair value at each reporting date. Fair value gains and losses are recognised in other comprehensive income and are not reclassified to profit or loss upon derecognition. Instead, cumulative gains or losses are transferred directly to retained earnings.
Dividends from such equity investments are recognised in profit or loss when the Group’s or the Company’s right to receive payment is established, provided the dividends represent a return on investment and not

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

a recovery of part of the cost of the investment. Impairment losses and reversals of impairment are not recognised separately for equity instruments measured at fair value through OCI.

Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit or loss (“FVTPL”) if they do not meet the criteria for classification at amortised cost or at fair value through OCI, or if they are held for trading. Financial assets may also be designated at FVTPL upon initial recognition if doing so eliminates or significantly reduces an accounting mismatch.
Financial assets at FVTPL are initially recognised at fair value, with transaction costs recognised immediately in profit or loss. Subsequently, these financial assets are measured at fair value at each reporting date, with all gains or losses arising from changes in fair value recognised in profit or loss. This includes interest income, dividend income, and fair value movements.

Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group’s and Company’s financial assets at amortised cost include trade and other receivables (not subject to provisional pricing) and cash and cash equivalents.

Derecognition

A financial asset is primarily derecognised when:

the rights to receive cash flows from the asset have expired; or
the Group and Company have transferred their rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group and Company have transferred substantially all the risks and rewards of the asset, or (b) the Group and Company have neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment of financial assets

The Group and Company recognise an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group and Company expect to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process. Financial liabilities at fair value through profit or loss include contingent liability. Gains or losses are recognised in the consolidated income statement.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

Cash and cash equivalents

The Company considers any cash on short-term deposits and other short-term investments to be cash and cash equivalents.

Share capital

The Company’s Ordinary shares of nominal value £0.01 each (“Ordinary Shares”) are recorded at such nominal value and proceeds received in excess of the nominal value of Ordinary Shares issued, if any, are accounted for as share premium. Both share capital and share premium are classified as equity. Costs incurred directly to the issue of Ordinary Shares are accounted for as a deduction from share premium, otherwise they are charged to the income statement.

Current and deferred income tax

Tax represents income tax and deferred tax. Income tax is based on profit or loss for the year. Taxable profit or loss differs from the loss for the year as reported in the Consolidated Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items of income or expense that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the Statement of Financial Position date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Historical Financial Information and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally 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.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the intention is to settle current tax assets and liabilities on a net basis.

Share based payments

The fair value of services received in exchange for the grant of share warrants and options is recognised as an expense in share premium or profit or loss, in accordance with the nature of the service provided. A corresponding increase is recognised in equity.

The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value (excluding the effect of non market-based vesting conditions) at the date of grant. Fair value is measured by the use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of the non- transferability, exercise restrictions and behavioural considerations. A cancellation of a share award by the Group is treated consistently, resulting in an acceleration of the remaining charge within the consolidated income statement in the year of cancellation.

Judgements and key sources of estimation uncertainty

The preparation of the Financial Statements in conformity with IFRS requires the directors to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Recoverability of exploration and evaluation assets

Exploration and evaluation costs have a carrying value at 31 December 2025 of £2,329,659(2024: £4,259,271). Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only amortised once extraction of the resource commences. Management tests for impairment annually whether

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

exploration projects have future economic value in accordance with the accounting policy stated in Note 2. Each exploration project is subject to an annual review to determine if the exploration results during the period warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long term prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside, a decision will be made to discontinue exploration; an impairment charge will then be recognised in the statement of comprehensive income.

On the 30 June 2025 Cobra entered into a binding agreement to sell the Wudinna Gold rights to Barton Gold Holdings Limited while retaining exposure to future upside through equity, milestone payments, production-linked cash payments, and retained mineral rights. The transaction converts a non-core gold asset into funding capacity and optionality, while allowing Cobra to continue focusing on rare earths.

The guaranteed fixed consideration payable under the transaction comprises up to $5.5 million(£2,735,150), consisting of $500,000(£248,650) in cash and $5.0 million(£2,486,500) in Barton Gold Holdings Limited shares. The cash component includes a $50,000(£24,865) non-refundable deposit and $150,000(£74,595) post transfer of tenements both have been received, with the balance payable through to final settlement. The equity consideration will be issued progressively upon the grant of the relevant tenements and at final settlement, with the number of shares calculated using Barton’s volume-weighted average share price (VWAP) prior to each issue. The Barton shares issued under the transaction will be subject to escrow restrictions, with 40% escrowed for 12 months and the remaining 60% escrowed for 24 months from their respective issue dates.

Tranche 1 (received): A$50,000(£24,865) non-refundable deposit + A$150,000(£74,595) on Completion/transfer + A$800,000(£397,840)( in Barton Gold shares issued on Completion.
Tranche 2 (receivable): A$300,000(£149,190) cash + A$4.2 million(£2,088,660) iBarton Gold shares payable at Final Settlement

As a result of the exploration results received to date, budget for further exploration works and licences being in good standing. Management do not consider that the exploration and evaluation assets are impaired as at 31 December 2025 and 2024.

Share-based payments valuations

Accounting estimates and assumptions are made concerning the future and, by their nature, may not accurately reflect the related actual outcome. Share options and warrants are measured at fair value at the date of grant. The fair value is calculated using the Black Scholes method for both options and warrants as the management views the Black Scholes method as providing the most reliable measure of valuation.

Contingent Consideration

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. The determination of fair value is based on key assumptions involving estimation of the probability of meeting each performance target and the timing thereof which are judgement based decisions made by Management. As part of the acquisition of Lady Alice Mines Pty Ltd, contingent consideration with an estimated fair value of £296,536 was recognised at the acquisition date. See note 23 for further details. The Group is required to remeasure the contingent liability at fair value at each reporting date with changes in fair value recognised through profit or loss in accordance with IFRS 9.

Refer to note 14 for commentary on judgements made in relation to the 2025 balance.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Recoverable value of investment in subsidiary and intercompany debtors

As at 31 December 2025, the Company recognised an investment in subsidiary of £562,260 (2024: £562,260), and loans to the subsidiary of £6,400,144 (2024: £4,874,714). Significant judgement is applied in assessing the recoverability of these balances.

The investment in subsidiary is assessed for impairment in accordance with IAS 36. The key judgement relates to whether indicators of impairment exist, which depends primarily on the likelihood of successfully realising value from the subsidiary’s exploration and evaluation assets.

The loans to the subsidiary are financial assets within the scope of IFRS 9, and management is required to assess expected credit losses. This assessment involves determining whether the loans are credit-impaired or whether there has been a significant increase in credit risk. Due to the exploration-stage nature of the subsidiary’s activities, the amount and timing of future cash flows cannot be reliably estimated at this stage. Management therefore places reliance on the impairment assessment of the underlying exploration assets, the results of exploration activities to date, the planned programme of work, and the licences being in good standing.

Based on these factors, management has concluded that there are no indicators of impairment of the investment and that the loans are not credit-impaired. Accordingly, no impairment charge or expected credit loss provision has been recognised. The directors expect both the investment and the loans to be recovered in full.

This judgement is subject to significant uncertainty. Changes in exploration outcomes, future funding requirements, commodity prices, or licence status could result in a material reassessment of recoverability in future periods.

Cobra Resources plc
NOTES TO THE FINANCIAL STATEMENTS (continued)

2. INCOME & EXPENSES BY NATURE

| | 31 December
2025
£ | 31 December
2024
£ |
| --- | --- | --- |
| VAT receivable | - | 61,422 |
| Option fee received | - | 29,845 |
| Other Income | - | 91,267 |
| Administrative expense | 390,073 | 113,489 |
| Corporate expense and Finance | 392,357 | 258,837 |
| Wages & Salaries expense | 346,408 | 192,972 |
| Total Expenses | 1,128,838 | 565,298 |

Auditor's remuneration

| | 31 December
2025
£ | 31 December
2024
£ |
| --- | --- | --- |
| Fees payable to the Group’s auditor for the audit of the Group’s annual accounts | 41,500 | 37,500 |
| | 41,500 | 37,500 |

3. FINANCE INCOME

| | 31 December
2025
£ | 31 December
2024
£ |
| --- | --- | --- |
| Interest income | 13,606 | 7,611 |
| Finance costs | (92) | (442) |
| Net finance income | 13,514 | 7,169 |

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

4. SEGMENT INFORMATION

The Group’s prime business segment is mineral exploration.

The Group operates within two geographical segments, the United Kingdom and Australia. The UK sector consists of the parent company which provides administrative and management services to the subsidiary undertaking based in Australia.

The following tables present expenditure and certain asset information regarding the Group’s geographical segments for the years ended 31 December 2025 and 2024:

| Operational Results | 31 December 2025
£ | 31 December 2024
£ |
| --- | --- | --- |
| Profit/(Loss) after taxation | | |
| - United Kingdom | 624,786 | (302,847) |
| - Australia | (804,980) | (120,489) |
| Total | 179,889 | (423,336) |
| 2025 | Australia
£ | United Kingdom
£ | Total
£ |
| --- | --- | --- | --- |
| Non-current assets | 5,623,478 | 280,613 | 5,904,091 |
| Current assets | 970,751 | 1,474,329 | 2,445,079 |
| Total liabilities | (134,309) | (202,703) | (337,012) |
| 2024 | Australia
£ | United Kingdom
£ | Total
£ |
| --- | --- | --- | --- |
| Non-current assets | 4,042,087 | 315,702 | 4,357,789 |
| Current assets | 1,739 | 938,715 | 940,454 |
| Total liabilities | (103,932) | (186,867) | (290,799) |

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

DIRECTORS' EMOLUMENTS

There were no employees during the period apart from the directors, who are the key management personnel. No directors had benefits accruing under money purchase pension schemes.

| Year ended 31 December 2025 | Salaries
£ | Fees
£ | Other
£ | Share
Based
payment
charge
£ | Total
£ |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| G Hancock | - | 34,000 | - | 8,929 | 42,929 |
| R Verco | 150,000 | - | 80,000* | 11,000 | 241,000 |
| D Maling | - | 24,000 | - | 8,142 | 32,142 |
| D Clarke | - | 50,000 | - | 8,929 | 58,929 |
| | 150,000 | 108,000 | 80,000 | 37,000 | 375,000 |

Mr Hancock resigned as a director of the Company post reporting date on 13 April 2026
*Relates to historical KFI bonuses in line with Managing Director contract, approved in 2025.

During the year £34,000 (2024: £33,650) was paid to Hancock Corporate Investments Pty Ltd, a company in which Greg Hancock is a Director, in respect of Directors fees and consultancy services.
During the year £24,000 (2024: £24,000) was paid to Dan Maling, in respect of Directors fees.
During the year £50,000 (2024: £50,000) was paid to The Springton Trust & Queens Road Mines, in which David Clarke is a Trustee, in respect of Directors fees and consultancy services.

Rupert Verco was the highest paid Director for the year who received remuneration of £230,000.

| Year ended 31 December 2024 | Salaries
£ | Fees
£ | Other
£ | Share
Based
payment
charge
£ | Total
£ |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| G Hancock | - | 33,650 | - | 8,143 | 41,793 |
| R Verco | 148,675 | - | - | 6,000 | 154,675 |
| D Maling | - | 24,000 | - | 8,714 | 32,714 |
| D Clarke | - | 50,000 | - | 8,143 | 58,143 |
| | 148,675 | 107,650 | - | 31,000 | 287,325 |

During the year £33,650 (2023: £31,166) was paid to Hancock Corporate Investments Pty Ltd, a company in which Greg Hancock is a Director, in respect of Directors fees and consultancy services.
During the year £24,000 (2023: £24,000) was paid to Dan Maling, in respect of Directors fees.
During the year £50,000 (2023: £24,000) was paid to The Springton Trust & Queens Road Mines, in which David Clarke is a Trustee, in respect of Directors fees and consultancy services.

Rupert Verco was the highest paid Director for the year who received remuneration of £148,675.

Cobra Resources plc
NOTES TO THE FINANCIAL STATEMENTS (continued)

6. INCOME TAXES

a) Analysis of tax in the period

| | 31 December
2025
£ | 31 December
2024
£ |
| --- | --- | --- |
| Current tax | - | - |
| Deferred taxation | - | - |
| | - | - |

b) Factors affecting tax charge or credit for the period

The tax assessed on the loss on ordinary activities for the period differs from the standard rate of corporation tax in the UK of 25% (2024: 19%) and Australia of 25% (2024: 25%). The differences are explained below:

| | 31 December
2025
£ | 31 December
2024
£ |
| --- | --- | --- |
| Profit/(Loss) on ordinary activities before tax | 179,889 | (423,336) |
| Loss multiplied by weighted average applicable rate of tax | 44,972 | (93,134) |
| Tax effects of: | | |
| Tax on non-assessable Income | (360,353) | - |
| Expenses not deductible for tax | 50,827 | 2,756 |
| Losses carried forward not recognised as deferred tax assets | 264,554 | 90,378 |
| | - | - |

The applicable tax rate of 25% (2024: 22%) used is a combination of the standard rate of corporation tax rate for entities in the United Kingdom of 19% (2024: 19%), and 25% (2024: 25%) in Australia.

No deferred tax asset has been recognised due to uncertainty over future profits. Tax losses in the United Kingdom of approximately £2,148,182 (2024: £1,722,000) have been carried forward.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

EARNINGS PER SHARE

Basic and diluted profit/(loss) per share is calculated by dividing the profit/(loss) attributed to ordinary shareholders of £179,889 (2024: £423,336 loss) by the weighted average number of shares of 872,871,696 (2024: 641,629,072) in issue during the year.

Number of shares	31 December 2025	31 December 2024
Weighted average number of ordinary shares for the purpose of basic earnings per share	872,871,696	641,629,072
Number of dilutive shares under option	176,024,834	177,851,716
Weighted average number of ordinary shares for the purpose of diluted earnings per share	1,048,896,530	819,480,788

INVESTMENTS IN SUBSIDIARY UNDERTAKINGS

2025	Investments	Total
Company	£	£
At 1 January 2025	562,260	562,260
At 31 December 2025	562,260	562,260
2024	Investments	Total
Company	£	£
At 1 January 2024	562,260	562,260
At 31 December 2024	562,260	562,260

Investments in Group undertakings are stated at cost less impairment. In 2019 the Company acquired 100% of the issued share capital of Lady Alice Mines Pty Ltd and in turn, 100% of the units in the Lady Alice Trust which is wholly owned by Lady Alice Mines Pty Ltd.

At 31 December 2025 the Company held the following interests in subsidiary undertakings, which are included in the consolidated financial statements and are unlisted.

Name of company	Registered office address	Proportion held	Business
Lady Alice Mines Pty Ltd	Level 2, 40 Kings Park Road, West Perth, WA, Australia	100%	Mining
Lady Alice Mines Unit Trust¹	Level 2, 40 Kings Park Road, West Perth, WA, Australia	100%	Mining
LAM Wudinna Pty Ltd	Level 2, 40 Kings Park Road, West Perth, WA, Australia	100%	Mining
Wudinna No 2 Pty Ltd	BASE 64, 64 North Terrace Kent Town, SA, 5067 Australia	100%	Mining
Manna Hill Mining Pty Ltd	BASE 64, 64 North Terrace Kent Town, SA, 5067 Australia	100%	Mining

¹Lady Alice Mines Pty Ltd is the Trustee company of the Lady Alice Mines Unit Trust.

Cobra Resources plc
NOTES TO THE FINANCIAL STATEMENTS (continued)

9. INTANGIBLE FIXED ASSETS

Intangible assets comprise exploration and evaluation project costs capitalised as at 31 December 2025.

Group	Total £
At 1 January 2025	4,318,175
Additions	718,471
Disposal	(2,732,322)
Foreign exchange movement	25,335
At 31 December 2025	2,329,659
Company	Total £
At 1 January 2025	-
Additions	-
Reclassification	-
At 31 December 2025	-

The disposal during the year relates to the sale of the Wudinna Gold Project to Barton Gold Holdings Limited pursuant to a Sale and Acquisition Agreement entered into during the year.

The disposed balance represents the carrying value of capitalised exploration and evaluation expenditure attributable to gold exploration activities within the Wudinna project area. Following completion of the transaction, the Group has retained its interest in the rare earth element (REE) potential of the broader Wudinna project area, and accordingly the related REE exploration and evaluation costs continue to be capitalised within intangible assets.

Consideration

Under the terms of the Sale and Acquisition Agreement, the total consideration is contingent and payable in tranches, with aggregate future payments of up to A$5.5 million(£2,735,150), comprising:

Cash consideration of up to A$0.5 million(£248,650), payable in two tranches; and
Equity consideration of up to A$5.0 million(£2,486,500), satisfied by the issue of ordinary shares in Barton Gold Holdings Limited, payable in two tranches.

The consideration structure includes future payments and equity instruments and therefore includes elements that are contingent on future events. Recognition and measurement of any receivable or financial asset arising from the transaction has been assessed separately in accordance with the Group’s accounting policies.

Management Judgement – Allocation of Costs on Disposal

The disposal required management to exercise significant judgement in determining the portion of the total Wudinna exploration and evaluation asset to be derecognised.

Historically, exploration activities at Wudinna encompassed both gold and REE exploration programmes, with expenditure capitalised at a project level. As the sale related solely to the gold mineral rights, management was required to allocate the carrying value of the intangible asset between gold and REE components.

The allocation was determined based on a detailed review of historical exploration budgets and expenditure records, which separately identified expenditure incurred on gold exploration activities versus REE exploration activities. These budgets were considered to provide the most reliable basis for attributing costs to the respective commodities, reflecting the nature and intent of the underlying exploration programmes at the time the expenditure was incurred.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Based on this analysis, management determined that £2,732,322 of the carrying value of the Wudinna exploration and evaluation asset was attributable to gold exploration and was therefore derecognised on disposal. The remaining balance continues to be recognised as an intangible asset relating to REE exploration.

Management believes that the allocation methodology adopted represents a reasonable and supportable estimate of the relative carrying values of the gold and REE components and is consistent with the underlying economic substance of the transaction.

Following their assessment, the Directors concluded that no impairment charge was necessary for the year ended 31 December 2025 and 2024.

10. PROPERTY, PLANT AND EQUIPMENT

	Office Equipment	Total
2025 - Group
Cost	£	£
At 31 December 2024	7,506	7,506
Additions during the year	18	18
At 31 December 2025	7,524	7,524
Depreciation
At 31 December 2024	(2,980)	(2,980)
Charge for the year	-	-
At 31 December 2025	(2,980)	(2,980)
Net book value
At 31 December 2025	4,544	4,544
	Office Equipment	Total
2025 - Company
Cost	£	£
At 31 December 2024	4,408	4,408
Additions during the year	-	-
At 31 December 2025	4,408	4,408
Depreciation
At 31 December 2024	(2,980)	(2,980)
Charge for the year	-	-
At 31 December 2025	(2,980)	(2,980)
Net book value
At 31 December 2025	1,428	1,428

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

11. TRADE AND OTHER RECEIVABLES

	Group 31 Dec 2025	Group 31 Dec 2024	Company 31 Dec 2025	Company 31 Dec 2024
Current	£	£	£	£
Prepayments	-	27,886		27,886
Intercompany debtors	-	-	6,400,144	4,874,714
Other debtors	60,323	116,860	53,721	116,840
Consideration receivable*	149,000	-	-	-
	209,323	144,746	6,453,865	5,019,440

Relates to cash component of tranche 2 of the Barton Gold transaction

The intercompany debt is interest free and repayable on demand.

The fair value of trade and other receivables approximates to their book value. Other classes of financial assets included within trade and other receivables do not contain impaired assets.

The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following currencies:

	Group 31 Dec 2025	Group 31 Dec 2024	Company 31 Dec 2025	Company 31 Dec 2024
	£	£	£	£
UK pounds	53,721	144,726	6,453,865	5,019,440
Australian dollars	155,602	-	-	-
	209,323	144,726	6,453,865	5,019,440
	Group 31 Dec 2025	Group 31 Dec 2024	Company 31 Dec 2025	Company 31 Dec 2024
---	---	---	---	---
Non-Current	£	£	£	£
Other non-current assets	35,308	35,088	-	-
	35,308	35,088	-	-

Other non-current assets are environmental bonds on the Group’s exploration licences and are all denominated in Australian Dollars.

The fair value of trade and other receivables approximates to their book value. Other classes of financial assets included within trade and other receivables do not contain impaired assets.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

12. CASH AND CASH EQUIVALENTS

| | Group 31 Dec 2025
£ | Group 31 Dec 2024
£ | Company 31 Dec 2025
£ | Company 31 Dec 2024
£ |
| --- | --- | --- | --- | --- |
| Cash at bank and in hand | 1,562,502 | 795,708 | 1,183,365 | 690,633 |
| | 1,562,502 | 795,708 | 1,183,365 | 690,633 |

The fair value of cash at bank is the same as its carrying value.

The carrying amounts of the Group and Company’s cash and cash equivalents are denominated in the following currencies:

| | Group 31 Dec 2025
£ | Group 31 Dec 2024
£ | Company 31 Dec 2025
£ | Company 31 Dec 2024
£ |
| --- | --- | --- | --- | --- |
| UK pounds | 1,183,365 | 690,633 | 1,183,365 | 690,633 |
| Australian dollars | 379,137 | 105,075 | - | - |
| | 1,562,502 | 795,708 | 1,183,365 | 690,633 |

13. TRADE AND OTHER PAYABLES

| | Group 31 Dec 2025
£ | Group 31 Dec 2024
£ | Company 31 Dec 2025
£ | Company 31 Dec 2024
£ |
| --- | --- | --- | --- | --- |
| Current | 110,954 | 61,622 | 34,958 | 490 |
| Trade creditors | 41,500 | 102,601 | 41,500 | 43,500 |
| Accruals | 64,860 | 6,878 | 6,547 | 23,178 |
| Other payables | 217,314 | 171,101 | 83,005 | 67,168 |

The fair value of trade and other payables approximates to their book value.

The carrying amounts of the Group and Company’s trade and other payables are denominated in the following currencies:

| | Group 31 Dec 2025
£ | Group 31 Dec 2024
£ | Company 31 Dec 2025
£ | Company 31 Dec 2024
£ |
| --- | --- | --- | --- | --- |
| UK pounds | 158,453 | 164,222 | 77,004 | 67,168 |
| Australian dollars | 58,861 | 6,879 | - | - |
| | 217,314 | 171,101 | 77,004 | 67,168 |

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

14. CONTINGENT CONSIDERATION

2025	Total
Group and Company	£
Amounts payable under business combination as at 1 January 2025	119,698
Remeasurement due to disposal	-
At 31 December 2025	119,698
Categorised as:
Current liabilities	119,698
Non-current liabilities	-
Refer to note 23 for further detail.
2024	Total
Group and Company	£
Amounts payable under business combination as at 1 January 2024	163,225
Remeasurement of contingent consideration	(43,527)
At 31 December 2024	119,698
Categorised as:
Current liabilities	119,698
Non-current liabilities	-

During the year 2025, there has been no movement in the Contingent Consideration. In the Board’s judgement, the carrying value of the contingent consideration remains appropriate based on information available as at the reporting date. Although a transaction was in progress at 31 December 2025, it was not sufficiently advanced at that date to remove the uncertainty regarding ultimate completion or to substantively change the probability-weighted assumptions applied in the fair value measurement.

Accordingly, the Board concluded that maintaining the existing fair value does not materially overstate the Group’s financial position and continues to reflect a conservative assessment of the expected outcome, consistent with IFRS 13 fair value measurement principles and the conditions existing at the balance sheet date. On this basis, the Board determined that recognising an adjustment at year end would not provide a more faithful representation and would introduce additional volatility that is not supported by reporting-date facts or circumstances.

The Contingent Consideration as at 31 December 2025 of £119,698 (2024 : £119,698), reflects the fair value amount still outstanding. Fair value measurement was based on a quoted price in an active market (Level 1).

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

SHARE CAPITAL

	Dec 2025			Dec 2024
	Number of shares	Share Capital £	Share Premium £	Number of shares	Share Capital £	Share Premium £
Issued, called up and fully paid Ordinary shares of £0.01
As at the start of the year	799,871,460	7,998,714	2,821,139	592,379,550	5,923,794	2,785,366
Issued in the year	72,340,265	723,403	108,510	152,981,910	1,529,819	108,468
Exercise of warrants	58,022,173	580,222	1,022,485	-	-	-
Wudinna Project	-	-	-	52,010,000	520,100	-
Issued for Fees	5,652,174	56,522	8,478	2,500,000	25,000	-
Share Issue costs			(10,514)	-	-	(72,695)
Total	935,886,072	9,358,860	3,950,098	799,871,460	7,998,713	2,821,139

2025

On 24 March 2025, 72,340,265 Ordinary shares were issued pursuant to a private placement at 1.15 pence each.

On 24 March 2025, 5,652,174 Ordinary shares were issued in settlement of consultancy fees at 1.15 pence each.

During 2025 a total of 58,022,173 Ordinary shares were issued pursuant to the exercise of warrants at prices of 2.0 pence, 2.3 pence and 3.0 pence.

2024

On January 2024, 22,000,000 Ordinary shares were issued pursuant to a private placement at 1.0 pence each.

On 16 January 2024, 52,010,000 Ordinary shares were issued at 1.0 pence each as consideration for the remaining 25% interest in the Wudinna REE Project.

On 2 May 2024, 57,500,000 Ordinary shares were issued pursuant to a private placement at 1.0 pence each.

On 2 May 2024 2,500,000 Ordinary shares were issued at 1.0 pence each to third party suppliers for settlement of fees in lieu of cash

On 2 December 2024 73,311,910 Ordinary shares were issued pursuant to a private placement at 1.15 pence each.

Each Ordinary share is entitled to one vote in any circumstances. Each Ordinary share is entitled pari passu to dividend payments or any other distribution and to participate in a distribution arising from a winding up of the Company.

As at 31 December 2025 the Company had 159,585,260 warrants outstanding and exercisable (2024: 163,399,289).

FINANCIAL ASSETS – Equity instruments

Investments in equity instruments are initially recognised at fair value. For certain equity investments, the Group has made an irrevocable election at initial recognition to present subsequent changes in fair value in other comprehensive income (FVOCI).

Amounts recognised in OCI are not subsequently reclassified to profit or loss.

Tranche 1 = FVOCI election taken at initial recognition
Tranche 2 = measured at FVTPL until issued

Barton Gold equity consideration

During the year, the Group completed the disposal of its Wudinna Gold rights to Barton Gold Holdings Limited ("Barton"). Part of the consideration received comprises equity instruments in Barton. The equity consideration is structured in separate tranches, each with different accounting treatments under IFRS 9.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

Classification and measurement

Tranche 1 - Equity instruments designated at fair value through other comprehensive income (FVOCI)

On completion of the Grant of New Tenements, the Group received Barton Gold ordinary shares with a fair value of A$800,000, determined using Barton’s 30-day volume weighted average price (“VWAP”) at the date of issue.

At initial recognition, the Group made an irrevocable election to designate these shares as equity instruments measured at fair value through other comprehensive income (FVOCI), in accordance with IFRS 9.

Subsequent changes in fair value of these equity instruments are recognised in other comprehensive income and accumulated in the equity revaluation reserve. Amounts recognised in OCI are not subsequently reclassified to profit or loss. Any dividends received are recognised in profit or loss when the right to receive payment is established.

The Barton shares issued to the Group are subject to escrow restrictions, with 40% escrowed for 12 months and the remaining 60% escrowed for 24 months from the date of issue. These restrictions are entity-specific and do not affect the determination of fair value under IFRS 13.

At 31 December 2025, the fair value of the FVOCI equity investment was £673,254, resulting in a fair value gain of £275,413 recognised in other comprehensive income during the year (2024: £nil).

Tranche 2 - Financial assets measured at fair value through profit or loss (FVTPL)

In addition to the shares received on Grant of New Tenements, the Group is contractually entitled to receive further Barton Gold ordinary shares at Final Settlement. As at 31 December 2025, these shares had not yet been issued.

The Group has classified this component of the equity consideration as a financial asset measured at fair value through profit or loss (FVTPL), as it does not meet the criteria for classification as an equity instrument at initial recognition.

The fair value of this financial asset is determined by reference to Barton Gold’s quoted share price at the reporting date, multiplied by the fixed number of shares contractually receivable.

Subsequent changes in fair value are recognised in profit or loss.

At 31 December 2025, the fair value of the FVTPL financial asset was £3,534,580 (2024: £nil). A fair value gain of £1,441,413 was recognised in profit or loss during the year (2024: £nil).

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

17. SHARE BASED PAYMENTS

2025

Warrants

	Warrants Number	Weighted average exercise price
Warrants at 31 December 2024	163,399,289	£0.020
Granted during year	62,291,478	£0.022
Exercised during year	(58,022,173)	£0.028
Lapsed during year	(8,083,334)	£0.030
Warrants at 31 December 2025	159,585,260	£0.021
Exercisable at year end	159,585,260	£0.021

At 31 December 2025 the weighted average remaining contractual life of the warrants outstanding was 1.00 years.

2024

Warrants

	Warrants Number	Weighted average exercise price
Warrants at 31 December 2023	126,743,334	£0.020
Granted during year	36,655,955	£0.020
Exercised during year	-	-
Lapsed during year	-	-
Warrants at 31 December 2024	163,399,289	£0.020
Exercisable at year end	163,399,289	£0.020

At 31 December 2024 the weighted average remaining contractual life of the warrants outstanding was 1.56 years.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

2025

Options

	Options Number	Weighted average exercise price
Options at 31 December 2024	18,000,000	£0.033
Issued during the period	-	-
Lapsed during the year	-	-
Options at 31 December 2025	18,000,000	£0.033
Exercisable at year end	18,000,000	£0.033

At 31 December 2025 the weighted average remaining contractual life of the options outstanding was 0.62 years.

The fair value of options is valued using the Black-Scholes pricing model. An expense of £37,000 (2024: £30,997) has been recognised in the year in respect of share options granted.

2024

Options

	Options Number	Weighted average exercise price
Options at 31 December 2023	18,000,000	£0.033
Issued during the period	-	-
Lapsed during the year	-	-
Options at 31 December 2024	18,000,000	£0.033
Exercisable at year end	-	-

At 31 December 2024 the weighted average remaining contractual life of the options outstanding was 0.79 years.

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

The following table lists the inputs to the model:

	Options	Options	Warrants	Warrants
Date of grant	14 July 2020	14 January 2022	16 February 2022	26 October 2022
Expected volatility	94.59%	107.33%	104.98%	96.35%
Expected life	5	5	3	3
Risk-free interest rate	0.10%	0.25%	1.29%	3.36%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Fair value per option/warrant	£0.008	£0.009	£0.013	£0.009

18. FINANCIAL INSTRUMENTS

| | Group 31 Dec 2025
£ | Group 31 Dec 2024
£ | Company 31 Dec 2025
£ | Company 31 Dec 2024
£ |
| --- | --- | --- | --- | --- |
| Financial assets at amortised cost | | | | |
| Trade and other receivables excluding prepayments | 20 | 20 | 4,874,714 | 4,874,714 |
| Financial asset (non-current) – Equity instruments (FVTPL) | 3,534,580 | - | - | - |
| Financial asset (current) – Equity instruments (FVOCI) | 673,254 | - | - | - |
| Cash and cash equivalents | 1,562,502 | 795,708 | 690,633 | 690,633 |
| | 5,770,356 | 795,728 | 5,565,347 | 5,565,347 |
| Financial liabilities | | | | |
| Trade and other payables (at amortised cost) | (217,314) | (68,697) | (83,005) | (490) |
| Deferred consideration (at FVPL) | (119,698) | (119,698) | (119,698) | (119,698) |
| | (337,012) | (188,395) | (202,703) | (120,188) |

*Refer to note 16 for additional details.

19. RELATED PARTY TRANSACTIONS

Group

Transactions between the Company and its subsidiary, which are related parties, have been eliminated on consolidation and are disclosed in this part of the note.

Key management compensation

Save as disclosed below there were no related party transactions during the year other than remuneration to Directors disclosed in note 5.

During the year, the Group paid £230,000 to Rupert Verco, Chief Executive Officer/Managing Director of the Company.

Company

Management charges payable by the subsidiary were £97,930 (2024: £62,741), and are included in the balance of the receivables due from Lady Alice Mines Pty Ltd.

As at 31 December 2025 included in the other receivables is £6,156,004 (2024: £4,730,004) due from Lady Alice

Cobra Resources plc
NOTES TO THE FINANCIAL STATEMENTS (continued)

Mines Pty Ltd, a subsidiary company. A loan of £242,640 is interest free and is repayable on demand.

20. FINANCIAL RISK MANAGEMENT

20.1 Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

Risk management is carried out by executive management.

a) Market risk

The Group is exposed to market risk, primarily relating to foreign exchange and commodity prices. The Group does not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The Company has not sensitised the figures for fluctuations in foreign exchange or commodity prices as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Directors will continue to assess the effect of movements in market risks on the Group’s financial operations and initiate suitable risk management measures where necessary.

b) Credit risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group periodically assesses the financial reliability of customers and counterparties.

The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The Company will only keep its holdings of cash with institutions which have a minimum credit rating of ‘A’.

c) Liquidity risk

The Company’s continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

The following table summarizes the Group’s significant remaining contractual maturities for financial liabilities at 31 December 2025 and 2024.

Contractual maturity analysis as at 31 December 2025 and 2024

	2025			2024
	Less than 12 Months £	1 – 5 Year £	Total £	Less than 12 Months £	1 – 5 Year £	Total £
Accounts payable	110,954	-	110,954	61,132	-	61,132
Accrued liabilities	41,500	-	41,500	102,601	-	102,601
Other payables	64,860	-	64,860	7,368	-	7,368
	217,314	-	217,314	171,101	-	171,101

Cobra Resources plc

NOTES TO THE FINANCIAL STATEMENTS (continued)

20.2 Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to enable the Group to continue to explore, develop and mine precious and base metal projects. In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.

The Group defines capital based on the total equity and reserves of the Group. The Group monitors its level of cash resources available against future planned operational activities and may issue new shares in order to raise further funds from time to time.

21. CAPITAL COMMITMENTS & CONTINGENT LIABILITIES

As at 31 December 2025 the Group had £583,783 (2024: £135,000) of minimum licence expenditure commitments required in order to maintain its exploration licences in good standing, but is not committed capital expenditure at year end.

There were no changes to contingent liabilities as at 31 December 2025.

22. POST YEAR END EVENTS

On 14 January 2026, the Company announced the establishment of an employee benefit trust to support a proposed performance rights framework, including a proposal to issue 35,000,000 performance rights over five years (subject to final documentation). The financial effect cannot be reliably estimated as it depends on final terms and vesting outcomes.

On 24 March 2026, the Company announced a proposed placing and subscription at 4.0 pence per share to raise up to £4.5 million, together with warrants (one warrant for every two fundraise shares) exercisable at 6.0 pence per share up to the second anniversary of Admission, and the appointment of Hannam & Partners as joint broker.

On 25 March 2026, the Company announced completion of the fundraise, comprising a placing of 41,924,995 new ordinary shares (gross proceeds £1.68 million) and a subscription of 75,075,000 new ordinary shares (gross proceeds approximately £3.0 million), all at 4.0 pence per share; the Company described the fundraise as £4.5 million (net). Admission of the new shares was anticipated on 1 April 2026.

On the 13 April 2026, announced the appointment of Andrew Michelmore AO to the board of directors of the Company (“Board”) as Non-Executive Chairman. Mr Michelmore replaces Greg Hancock who has stepped down from the Board after providing valuable insight and guidance to the Company over the last 8 years.

Cobra Resources plc
NOTES TO THE FINANCIAL STATEMENTS (continued)

23 BUSINESS COMBINATION

Lady Alice Mines Pty Ltd

On 7 March 2019, the Company acquired 100% of the share capital of Lady Alice Mines Pty Ltd (‘LAM’) and its wholly owned subsidiary The Lady Alice Trust (the ‘Trust’), for total consideration of £432,260 which is to be satisfied via a mix of cash and share consideration which is shown below. In addition, the Company agreed to settle existing liabilities due to unitholders of the Trust of up to A$250,000. The share based payment consideration was settled on 16 January 2020 upon the successful re-admission to the London’s Stock Exchange Main Market. 10,815,297 shares were issued at a close price of 1.25p.

The Trust has an entitlement to earn a 75% equity interest in tenements near Wudinna in South Australia for gold exploration (the ‘Wudinna Agreement’), and is also the sole owner of the right, title and interest in the Prince Alfred Licence, a formerly producing copper mine.

The principal terms of the Wudinna Agreement are as follows:

Stage 1: the Trust will fund A$2.1 million within three years to earn a 50% equity position
Stage 2: at the completion of Stage 1, a joint venture vehicle can be formed, or alternatively the Trust can spend a further A$1.65 million over an additional two years to earn a 65% equity interest
Stage 3: at the completion of Stage 2, a joint venture vehicle can be formed, or alternatively the Trust can spend a further A$1.25 million within one year to earn a 75% equity interest

The contingent consideration is due to the unitholders on satisfying the following project milestones:

First Option - 14% of the total issued share capital on completion of Stage 1
Second Option - 21% of the total issued share capital on completion of Stage 2
Third Option - 30,000,000 ordinary shares on announcement of a JORC-compliant Indicated Mineral Resource for the Wudinna Project of not less than 750,000 ounces of gold

The Directors have calculated the consideration payable on a probability basis of satisfying the project milestones in accordance with IFRS 3 Business Combinations. The Directors have also estimated the number of shares to be issued at each milestone and the share price. This has been fixed at the number of consideration shares issued at the time of the RTO and the share price at that time. Management believe that the fair value of contingent consideration was £119,698 (2024: £119,698) as at reporting date.

24 ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

AI assistant

COBRA RESOURCES PLC — Annual Report 2025

5344_rns_2026-06-04_7beb927e-c238-4eb7-8ee0-a32b284c8f5c.pdf

Cobra Resources plc

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

178

Cobra Resources plc

CONTENTS

Rounding

Cobra Resources plc

OFFICERS AND PROFESSIONAL ADVISERS

DIRECTORS

SECRETARY

REGISTERED OFFICE

REGISTERED NUMBER

BROKERS

AUDITOR

SOLICITORS

PRINCIPAL BANKERS

REGISTRARS

Cobra Resources plc

BOARD OF DIRECTORS

DIRECTORS

Andrew Michelmore AO – Appointed 13 April 2026

Greg Hancock – Retired 13 April 2026

Rupert Verco

David Clarke

Daniel Maling

Cobra Resources plc

CHAIRMAN'S STATEMENT

INTRODUCTION

BOLAND PROJECT & ISR

Cobra Resources plc

Key Boland developments post year end

Manna Hill Copper Project

Key Manna Hill developments post year end

Portfolio Development

Cobra Resources plc

Corporate developments post year end

Conclusion

Cobra Resources plc

STRATEGIC REPORT

INTRODUCTION

OBJECTIVES

STRATEGY AND BUSINESS MODEL

Cobra Resources plc

OPERATIONAL REVIEW AND OUTLOOK

RESULTS AND DIVIDENDS

KEY PERFORMANCE INDICATORS ("KPI")

PRINCIPAL RISKS AND UNCERTAINTIES

Exploration, Development and Operating Risks

Cobra Resources plc

Up to A$15 million(£7,459,500) consideration payments

Cash – up to A$8.0 million(£3,978,400)

Equity – up to A$7.0 million(£3,481,100)

Cobra Resources plc

*Production Benefit up to A$7.5 million(£3,729,750)

Conditions and timeline:

Government Regulation

Cobra Resources plc

Permitting

Environmental and Other Regulatory Requirements

Financing

Copper Price

Gold Price

Cobra Resources plc

REE Market

Cobra Resources plc

Foreign Currency Exchange Rates

Market Conditions

Dependence on Key Personnel

ENVIRONMENTAL, SOCIAL, COMMUNITY AND HUMAN RIGHTS RESPONSIBILITY

Environmental Responsibility

Cobra Resources plc

Climate Related Emissions and Energy Performance

Cobra Resources plc

Energy Efficiency

ENVIRONMENTAL FOOTPRINT AND MITIGATION

Task Force on Climate-related Financial Disclosures (TCFD)

COBRA RESOURCES PLC Annual Report 2025