# Unicorn Mineral Resources PLC ![img-0.jpeg](img-0.jpeg) --- C Unicorn Mineral Resources PLC ![img-1.jpeg](img-1.jpeg) ![img-2.jpeg](img-2.jpeg) ![img-3.jpeg](img-3.jpeg) "...we are focused on high value resources with the potential for strong shareholder returns." Paddy Doherty Chairman Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # COMPANY INFORMATION ## Directors Patrick Doherty Jason Brewer John O'Connor David Blaney Antony Legge Non-Executive Chairman Executive Director Chief Financial Officer Chief Operating Officer Non-Executive Director ## Company secretary John O'Connor ## Registered number 482509 ## Registered Office & Business Address 39 Castleyard 20/21 St Patrick's Road Dalkey Co. Dublin A96 W640 Republic of Ireland ## Independent Auditors HLB Ireland Audit Services Limited Suite 7, The Courtyard Carmanhall Road Sandyford Dublin D18 NW62 Republic of Ireland ## Solicitors OBH Partners Pembroke Street Upper Dublin D02 AT22 Republic of Ireland ## Bankers Bank of Ireland 51 Castle Street Dalkey Co Dublin A96 T273 Republic of Ireland ## Financial Advisors Novum Securities Limited 2nd Floor, 7-10 Chandos Street London W1G 9DQ United Kingdom ## Registrars Computershare Investor Services (Ireland) Limited 3100 Lake Drive Citywest Business Campus Dublin D24 AK82 Republic of Ireland Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # CONTENTS COMPANY INFORMATION 3 CONTENTS 4 HIGHLIGHTS 5 CHAIRMAN'S STATEMENT 6 OPERATING REVIEW 7 FINANCIAL RESULTS AND REVIEW 9 THE BOARD 10 DIRECTORS' REPORT 11 RISK MANAGEMENT REPORT 16 SUSTAINABILITY AND ESG REPORT 20 CORPORATE GOVERNANCE REPORT 23 AUDIT AND RISK COMMITTEE REPORT 29 REMUNERATION COMMITTEE REPORT 30 DIRECTOR'S RESPONSIBILITY STATEMENT 32 INDEPENDENT AUDITOR'S REPORT 34 STATEMENT OF PROFIT OR LOSS 39 STATEMENT OF OTHER COMPREHENSIVE INCOME 40 STATEMENT OF FINANCIAL POSITION 41 STATEMENT OF CHANGES IN EQUITY 42 STATEMENT OF CASH FLOWS 43 NOTES TO THE FINANCIAL STATEMENTS 44 Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # HIGHLIGHTS ## Operating Highlights - Work was carried out In July 2024 at Kilmallock, with a total of 174 gravity stations being surveyed to both extend and enhance the gravity coverage at Kilmallock to a nominal density of 250 x 250m across the area. - The processing / modelling of the data has identified five discrete, strongly anomalous zones with marked positive gravity responses located in regions underlain by prospective stratigraphy and structure. - These anomalies are strongly analogous to the gravity features identified by Group Eleven Resources Corp., who recently announced a significant expansion to the known mineralised footprint together with results that could indicate a second, previously unrecognised zone of mineralisation. - The Kilmallock licences have been renewed until September 2026. - A gravity survey was carried out in December 2024 on the Lisheen property, with two of the three licences being retained to February 2027. - The Company researched various opportunities projects in Southern and Southwestern Africa and has identified a highly interesting prospect in Namibia with further due diligence work and metallurgical analysis underway. ## Financial Highlights - The loss for the year to 31 March 2025 was to €628,605 (2024: €504,887); consisting mainly of the professional fees, insurance, London Stock Exchange fees and salaries. - Exploration costs during the year were €55,016 (2024: €214,750), which have been capitalised - Funds raised during the year amounted to €425,712 (2024: €738,612) - €586,898 in cash and cash equivalents at 31 March 2025 (31 March 2024: €642,778) - €425,644 carrying value of intangible assets at 31 March 2025 (31 March 2024: €382,628) - Loss per share for the year was €0.02 (2024: €0.02) Annual Report and Financial Statements for the Year ended 31 March 2025 --- # CHAIRMAN'S STATEMENT Whilst work was carried out at both Lisheen and Kilmallock, the main focus for the year has been the evaluation of various projects in Africa. As reported in February 2025, the Company has been particularly interested in a brownfield copper opportunity located on two granted Exclusive Prospecting Licenses in Namibia, which covers an old mine and associated tailings from over 21 years of historic mining activities. ![img-4.jpeg](img-4.jpeg) Initial sampling confirmed the potential of the site, but also identified a number of complex metallurgical issues that required further investigation before an assessment of the project's economic value could be undertaken. Due diligence testing of samples collected by Unicorn during site visits is ongoing, and the results are expected in August 2025. Subject to the completion of the due diligence described above, the Company hopes to complete a deal in the second half of the year. The Board recognises that work on this project has been on-going for many months, but it has been necessary to conduct extensive tests to before committing the Company's capital to the opportunity. The gravity surveying at Kilmallock at the start of the year has provided details for a potential drilling plan. Given the similarities between the anomalies identified by gravity surveying at Kilmallock and those identified by Group Eleven Resource Corp. ("Group Eleven") along strike at the Ballywire zinc/lead prospect, and the recent discovery by Group Eleven of a highly significant zone of high grade copper / silver mineralisation in the area, the Board continues to see Kilmallock as being of significant medium to long term value for shareholders. However, the next stage of exploration, which includes drilling, will require significant capital. For this reason the Board's focus has been on opportunities in Africa that have the ability to provide short term value enhancement and the potential for near term cash flows. Exploration is not an exact science but, with the global direction of travel towards a low carbon economy meaning that demand for copper and zinc is unlikely to decrease, we are focused on high value resources with the potential for strong shareholder returns Paddy Doherty Chairman Annual Report and Financial Statements for the Year ended 31 March 2024 --- # Unicorn Mineral Resources PLC # OPERATING REVIEW - In July 2024, a total of 174 gravity stations were surveyed across the Waulsortian Reef subcrop on the Kilmallock Block. This survey was combined with the historic data in the UMR database to create a grid with a nominal station density of $250 \times 250\mathrm{m}$ . The gravity data was levelled and processed to generate Bouguer Anomaly, Residual, $1^{\text{st}}$ Vertical Derivative and Analytic Signal models for use in target generation. The processing / modelling of the data has identified five discrete, strongly anomalous zones with marked positive gravity responses that are located in regions underlain by prospective stratigraphy and structure. ![img-5.jpeg](img-5.jpeg) Figure 1:Kilmallock Gravity Survey and Regional Context ![img-6.jpeg](img-6.jpeg) Figure 2: Kilmallock Gravity - Residual ![img-7.jpeg](img-7.jpeg) Residual Gravity (mGal) Figure 3: Kilmallock Gravity - Residual Zoomed In - These anomalies, which are located mostly to the east of the Bulgaden region previously drilled by Unicorn, are strongly analogous to the gravity features identified by Group Eleven at their Ballywire zinc / lead / silver deposit, just 8km along strike to the east of the edge of Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC the Company's Kilmallock block. Group Eleven similarly used gravity surveying to identify their more recent drilling targets, and their latest step-out drilling has significantly expanded the known mineralised footprint. Recent results confirm not only increased tonnage potential but also the presence of a deeper copper-silver enriched horizon that could indicate a second, previously unrecognised zone of mineralisation. - The gravity surveying by Unicorn supported the renewal process for the three Kilmallock Licences, which have been maintained in "Good Standing" until September 2026. The next stage of the Kilmallock programme is likely to include infill and check surveying to assist the identification of future drill targets, similar to the approach taken by Group Eleven. - The Company carried out geophysical surveying at Lisheen in December 2024, and in February 2025 renewed the two licences that lie immediately to the north of the previously mined Lisheen and Galmoy deposits, with the third licence (2447), which lies to the West, being allowed to lapse. - The main focus for the year was the investigation of a number of opportunities in Africa to broaden the Company's portfolio of licences, with particular attention being paid to projects that had the potential to generate cash flow in the short to medium term. Efforts narrowed to focus on copper opportunities in Namibia. A site investigation in November 2024 of one particular project has led to ongoing detailed due diligence, sampling and metallurgical testing. ![img-8.jpeg](img-8.jpeg) Figure 4 and 5: copper ore samples observed at copper mine opportunities in Namibia ![img-9.jpeg](img-9.jpeg) Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # FINANCIAL RESULTS AND REVIEW The loss for the year to 31 March 2025 was €628,605 (2024: €504,887). There was no income during the year and the administrative expenses consisted mainly of Professional Fees of €175,784 (2024: €125,514) and Directors' Remuneration of €241,568 (2024: €279,304). Further details are set out in the Remuneration Report on pages 30-31. The Company also incurred costs of €54,002 (2024:€nil) for the investigation of a number of opportunities in Southern and Southwestern Africa. During the year, the Company continued to review and develop its mineral projects in Ireland with exploration costs of €55,016 being incurred in relation to the two gravity surveys carried out in the year. These have been capitalised. As of 31 March 2024, the company's exploration assets had a net book value of €425,644 (2024: €382,628). During the year, the Company raised a total €444,728 through the issue convertible loan notes. In December 2024 the Company converted £600,000 of convertible loan notes into equity by the issue of 6,000,000 new Ordinary shares. As of 31 March 2025, the Company had cash of €586,898 (2024: €642,778). As of 5 August 2025, the Company had cash of €474,157. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # THE BOARD Patrick Doherty, Non-Executive Chairman (appointed 2015) Patrick Doherty is an Electrical Engineer with over 40 years of experience and is a Founding Partner, Chairman and Managing Director of the Electro Automation Group of companies, based in Ireland and operating across Europe since 1984 in Design, Commissioning and Maintenance of Car Parking Equipment, Automatic Gates and Doors, Security Equipment, Access controls, and intelligent traffic system divisions in tolling and one-off design engineering projects. Jason Brewer, Executive Director (appointed 2023) Highly qualified mining engineer with an Honours Master's degree from Imperial College London. Possesses extensive experience in global mining, particularly in the UK, Australia, Canada, and South Africa. Previously associated with major investment banks, specialising in financing mining projects, notably in Africa. Founder of Gathoni Muchai Investments Limited., actively engaged in the mining and metals sector. Currently CEO of Marula Mining Plc, a London-listed company focusing on battery metals, lithium production, and copper and graphite projects. Additionally, serves as Executive Director at Shuka Minerals Plc and Chairman of NEO Energy Metals, specialising in uranium and energy metals. John O'Connor, Chief Financial Officer (appointed 2010) John O'Connor, BBS, FCA, is a Chartered Accountant with over 27 years of experience in exploration companies including as Chief Financial Officer of Ovoca Bio plc., and Managing Director for ECF Sovereign, which provides company secretarial and incorporation services. He has experience as a partner in accounting and audit practices, servicing a wide range of international clients. He is an alumnus of EY and a Fellow of the Institute of Chartered Accountants in Ireland. Mr. O'Connor has a BBS in Economics and Accounting from Trinity College, Dublin. Dave Blaney, Chief Operating Officer (appointed 2013) Dave Blaney, P.Geo., has over 37 years of experience in the exploration industry. He was the Founder and Partner of BRG, where his work focused on the Irish Midlands Orefield and where he has worked on a number of significant Irish discoveries over the past 20 years including at the Lisheen Mine and Pallas Green project. Previously, he worked for two major multinational mining and exploration companies, Noranda Exploration Ireland Limited., and Rio Tinto plc, holding a range of positions from junior Field Geologist to Country Manager. Mr. Blaney is a Member of the Irish Association for Economic Geology, a Member of the Institute of Geologists of Ireland, and a Member of the European Federation of Geologists. He has a B.Sc. in Geology from Queens University, Belfast and an M.Sc. in Geotechnical Engineering, Design and Management from Nottingham Trent University Antony Legge, Non-Executive Director (appointed 2022) Antony is an experienced plc director and a proven corporate financier, with many years of experience working with small listed clients in the London stock markets, giving him a good understanding of the pressures faced by growth companies and the importance of sound corporate governance. Antony has worked for Dowgate Capital Advisers, Astaire Securities and Daniel Stewart & Co. Before becoming a corporate financier, Antony worked as an equity analyst at Beeson Gregory and in investment management, including a time at Imperial College Innovations with a portfolio of early-stage university spinouts. Since leaving Daniel Stewart, Antony has worked as a nonexecutive director on various companies. Antony is Chairman of the Parish Finance and General Purposes Committee of his local Catholic Church. He has a BSc in Economics and Accounting from Bristol University. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # DIRECTORS' REPORT ## General Information The Company is a public limited company with its shares admitted to the Official List in the Equity Shares (Transition) category under Chapter 22 of the UK Listing Rules and to trading on the London Stock Exchange's Main Market for listed securities. It is incorporated and domiciled in the Republic of Ireland with its registered office at 39 Castleyard, 20/21 St Patrick's Road, Dalkey, Co. Dublin. The registered number of the Company is 482509. ## Principal Activities and Review of Business The principal activity of the Company during the period was the exploration for minerals and precious metals. The Company's historical activities have been carried out solely in the Republic of Ireland, and in the past year the Company also evaluated projects overseas. The review of the business and future strategy is covered in the Reports on pages 7-9. ## Results and Dividends Exploration expenses, which are capitalised, amounted to €55,016 (2024: €214,750), with the loss for the financial year amounting to €628,605 (2024: €504,887). The Directors do not recommend payment of a dividend. At the end of the financial year, the Company had assets of €1,054,770 (2024: €1,098,265) and liabilities of €339,304 (2024: €485,680). The net assets of the Company had increased to €715,466 (2024: €612,585). ## Financing On 6 December 2024, the Company raised €444,728 through the issue of £366,544 of Convertible Loan Notes 2024. ## Key Performance Indicators (KPIs) The Board monitors the activities and performance of the Company on a regular basis and uses both financial and non-financial indicators to assess the Company's performance. ## Non-financial KPIs The KPIs for year to 31 March 2025 were (i) to carry out ground geophysics and gravity survey programme on the Kilmallock properties; alongside (ii) further ground geophysics at the Lisheen property; and (iii) to broaden the Company's portfolio of mineral exploration / mining projects. The gravity survey on the Kilmallock property was carried out in April to June 2024. Subsequent merging of the Kilmallock gravity data with historical data held by the Company, led to the identification of five highly significant anomalies. The gravity survey on the Lisheen property was carried out in December 2024 to February 2025 and the interpretation of the results is ongoing. The company researched some possible projects in Southern and Southwestern Africa and progress has been made on an interesting project. Subsequent to the above, the Board determined that (i) further funding was needed for a drill programme at Kilmallock, (ii) the interpretation of the results at Lisheen will be completed in 2025, and (iii) the due diligence on the African project will continue to be progressed in a careful manner. The KPIs for 2025/2026 are (i) to prepare a drill plan for Kilmallock, (ii) complete the interpretation of the Lisheen gravity survey data and decide the next steps, and (iii) complete the due diligence on the African project to the decision stage to expand the Company's portfolio of mineral projects. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Financial KPIs The financial KPIs are to raise sufficient funds to meet the Company's exploration programme. | | Units | Year to 31 March 2025 | Year to 31 March 2024 | | --- | --- | --- | --- | | Gross Funds Raised | €’s | 444,728 | 748,992 | | Exploration Costs Capitalised | €’s | 55,016 | 214,750 | | Intangible Assets | €’s | 425,644 | 382,628 | # Events after the reporting date The main event in the Company's development following the year end was the due diligence testing on the African project. The Company's executive management team has been conducting extensive technical and legal due diligence review work on a specific project from a number of what it considers to be high-value base metal exploration and development projects located in Southern and Southwestern Africa. There has been no event that would have resulted in a change to the accounts (see also Note 22 to the Financial Statements). # Capital Structure and Issue of Shares Details of the Company's share capital, which comprises 40,854,987 ordinary shares, together with details of the movements during the year are set out in Note 16 to the Financial Statements. The Company has one class of ordinary share which carries no right to fixed income. There are no restrictions on the transfer of shares. # Significant Shareholders The Company has been notified that, in addition to the interest of the Directors set out below, as at 31 March 2025 and the date of this report, the following shareholders own 3% or more of the issued share capital of the Company: | Shareholder | 5 August 2025 | | 31 March 2025 | | | --- | --- | --- | --- | --- | | | Number of Shares | Percentage of issued Share Capital | Number of Shares | Percentage of Issued Share Capital | | Electro Automation Limited¹ | 7,897,095 | 19.33% | 7,547,095 | 18.47% | | Evelyn Partners | 2,700,000 | 6.61% | 2,700,000 | 6.61% | | Sanderson Capital Partners Limited | 2,493,750 | 6.10% | 2,493,750 | 6.10% | | Woodland Capital Limited | 2,042,500 | 5.00% | 2,042,500 | 5.00% | | Patrick Doherty | 1,964,465 | 4.81% | 1,964,465 | 4.81% | | Peter Edwards | 1,703,338 | 4.17% | 1,049,384 | 2.57% | Note 1. Electro Automation Limited is wholly owned by the Company's Chairman, Patrick Doherty. The Directors have not been notified of any other holding of 3% or more in the capital of the Company. # Warrants and Options As at 1 April 2024, there were warrants unexercised for a total of 11,001,000 Ordinary shares at a strike price of £0.10. The were no warrants exercised or expired, or no new warrants granted, during the year. At the balance sheet date of 31 March 2025, there were warrants unexercised for a total of 11,001,000 Ordinary shares, which expire between 19 October 2026 and 27 October 2027, as set out in Note 18 to the Financial Statements. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC As at 31 March 2025, there were 4,000,901 unexercised options, of which 2,258,154 are vested and exercisable, as set in Note 18 to the Financial Statements. 3,342,747 of these options are held by directors, as set out below. ## Directors' Interests As at the reporting date, the interests of the directors in the ordinary shares of the Company are as follows: | Director | As at 31 March 2025 | | | As at 31 March 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Shares | % | Options | Shares | % | Options | | Patrick Doherty^{1} | 9,917,360 | 24.27 | - | 3,509,675 | 10.07 | - | | Jason Brewer^{2} | 1,882,095 | 4.61 | 1,742,747 | 49,375 | 0.14 | 1,742,747 | | John O'Connor | 643,012 | 1.57 | 600,000 | 528,212 | 1.52 | 600,000 | | David Blaney^{3} | 622,526 | 1.52 | 900,000 | 548,766 | 1.57 | 900,000 | | Antony Legge | 162,554 | 0.40 | 100,000 | 115,074 | 0.33 | 100,000 | | | 13,277,547 | 32.37 | 3,342,747 | 4,751,102 | 13.63 | 3,342,747 | ## Notes: 1. These figures include the 405,800 ordinary shares owned by Patrick Doherty's wife, Orla O'Donnchadha, and 7,547,095 ordinary shares owned by Electro Automation Limited which Patrick Doherty owns 100%. 2. Jason Brewer holds 1,882,095 shares through Gathoni Muchai Investments Limited. Jason Brewer has been granted options over 1,742,747 ordinary shares, which will vest in three tranches, with an exercise period of seven years. None of these options has vested to date. 3. This figure does not include the 886,033 shares in the Company held by B.R.G (Geotechnics) Limited ("BRG"), of which David Blaney was a director. David Blaney and his wife owned 50% of BRG until July 2023. David Blaney and his wife no longer hold shares BRG. As at the date of issue of these Financial Statements, Patrick Doherty has increased his holdings to 10,267,360 Ordinary shares, representing 25.13%. There have been no other changes to the Directors' holdings since the year end. ## Convertible Loan Notes On 1 April 2024, there were £233,456 (€271,159) Non-Interest Bearing Unsecured Convertible Loan Notes 2024 in issue, convertible at the option of the Company to 2,334,560 ordinary shares of €0.01 each, at a price of £0.10, on or before 31 December 2024. On 6 December 2024, the Company issued a further £366,544 Non-Interest Bearing Unsecured Convertible Loan Notes 2024, convertible to 3,665,440 ordinary shares of €0.01 each, at a price of £0.10, on or before 31 December 2024. On 17 December 2024, the company converted £600,000 of convertible loan notes into 6,000,000 new ordinary shares of €0.01 each, at a price of £0.10 each. At 31 March 2025 there were no Convertible Loan Notes outstanding. ## Transactions Involving Directors Save as set out below and other than as disclosed in Note 11 to the Financial Statements, there have been no contracts or arrangements of significance during the year in which the Directors of the Company were interested. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Managing Conflicts of Interest The Companies Act 2014 (Ireland) permits the directors of public companies to authorise director's conflicts and potential conflicts of interest, where appropriate, and the Company's Constitution contain provisions to this effect. The Company engaged B.R.G. (Geotechnics) Limited ("BRG") during the year ended 31 March 2025 for the provision of geological services for which it incurred costs of €46,230 (exclusive of VAT). The Company has engaged BRG for these services since 2010. David Blaney who is a director of the Company, with his wife, owned 50% of BRG until 1 July 2023, and was also a director of BRG until 6 Dec 2023. The Company engaged Gathoni Muchai Investments Limited ("GMI") for website and social media services in December 2023. During the year ended 31 March 2025 it incurred costs of €35,667 (exclusive of VAT). Jason Brewer who is a director of the Company, is also a director of GMI, and with his wife, own 100% of GMI. # Corporate Governance A statement on Corporate Governance is set out on pages 23 to 28. The Company's corporate governance policies and procedures will continue to be reviewed regularly and may change further as its business develops and in response to further regulatory and other relevant guidance. # Gender Analysis A split of the directors by gender at the end of the financial year is: Male: 5 and Female: Nil. The Company has no employees other than the Directors. The Board recognises the need to operate a gender diverse business and will ensure that any future employment or changes to the Board considers the necessary diversity requirements and compliance with all employment law. The Board is satisfied that it has the experience and sufficient training and qualifications to operate this business at this stage of its development. # Electoral Act 1997 The Company did not make any political donations during the year (2024: € Nil). # Going Concern The financial position of the Company and its cashflows are set out in the Financial Statements accompanying this report. As at 31 March 2025, the Company had net cash and cash equivalents of €586,898. As at the date of this report, the Company's net cash and cash equivalents stand at €474,157. The directors have prepared cashflow projections and forecasts for a period of not less than 12 months from the date of this report which indicate that the company will require additional funding for working capital requirements and developing existing projects. As the company is not revenue or cash generating it relies on raising capital from the public market. The Directors have concluded that this circumstance gives rise to a material uncertainty relating to going concern, if a further fund raise was unsuccessful. However, considering the recent successful funding in December 2024, the Directors are confident that they can continue to adopt the going concern basis in preparing the Financial Statements. The Financial Statements do not include any Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC adjustment that may arise in the event that the Company is unable to raise finance, realise its assets and discharge its liabilities in the normal course of business. The assessment as to whether the going concern basis is appropriate has also taken into account all information available up to the date of authorisation of these Financial Statements and the Directors are not aware of any other indicators which would give doubt to the going concern status of the Company. ## Compliance Statement The directors are responsible for securing the Company's compliance with its relevant obligations (compliance with both company and tax law) and with respect to each of the following three items, the Directors confirm that it has been done. The Directors confirm: - the existence of a compliance policy statement; - appropriate arrangements or structures put in place to secure material compliance with the company's relevant obligations; - a review of such arrangements and structures has taken place during the year. ## Accounting records The measures taken by the Directors to ensure compliance with the requirements of Sections 281 to 285, Companies Act 2014, regarding proper books of accounts, are the implementation of necessary policies and procedures for adequately recording transactions, the employment of competent accounting personnel with appropriate expertise and the provision of adequate resources to the finance function. The Directors also ensure that the Company retains the source documentation for these transactions. The books of accounts of the Company are maintained at 39 Castleyard, 20/21 St Patrick's Road, Dalkey, Co Dublin. ## Auditors The Company auditors merged during the year with HLB Ireland Audit Services Limited and have indicated their willingness to continue in office in accordance with the provisions of section 383(2) of the Companies Act 2014. ## Statement on Relevant Audit Information In accordance with section 330 of the Companies Act 2014, so far as each of the persons who are directors at the time this report is approved are aware, there is no relevant audit information of which the statutory auditors are unaware. The Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and they have established that the statutory auditors are aware of that information. This report was approved by the Board on 5 August 2025 and signed on its behalf by: Paddy Doherty Director John O'Connor Director Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # RISK MANAGEMENT REPORT Risk management is one of the core responsibilities of the Board and it is central to the decision-making process. The Board's fundamental duties as to management are: - Assessing (quantitively and qualitatively) the principal risks to the Company. Principal risks are those risks or combination of risks that could seriously affect the performance, future prospects or reputation of the Company; - Recognising and assessing emerging risks. Emerging risks are those which have not yet occurred but are at an early stage and anticipated to increase in significance over the medium to long term time horizon; and - Risk management oversight and promotion of a risk mitigation culture. Risk management is designed to manage, rather than eliminate the risk of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Directors have carried out a robust assessment of the principal risks facing the Company, including those that threaten its business model, future performance, solvency or liquidity. They consider that the following are the principal risk factors that could materially and adversely affect the Company's future operating results or financial position. # Economic Risk The value of the Company is dependent on the value of its licences, interests and other assets, which, in turn, is derived from a risk adjusted assessment of the potential for those licences and interests etc to contain commercially recoverable volumes of metals or any other minerals. However, the Company is currently at an exploration phase and there is no guarantee that licences in which the Company is currently interested, or which it might in the future acquire, may contain such. Even if exploration methods utilised by the Company identifies mineralisation, additional work, usually more than was necessary for the initial identification, will be required to produce an estimation of a mineral reserve or resource. Such estimations are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and mineralisation grades to be mined, extracted and processed, the configuration of the areas of mineralisation, expected recovery rates, estimated operating costs, anticipated climatic conditions and other factors. Mineral resource estimates are estimates only and no assurance can be given that any particular grade, stripping ratio or grade of minerals will in fact be realised. Further, fluctuation in commodity prices, results of drilling and production and the evaluation of development plans subsequent to the date of any estimate, may require revisions of such estimates. The quality and volume of resources and production rates may not be the same as anticipated at the time of any investment by the Company. Additionally, production estimates are subject to change, and actual production may vary materially from such estimates. No assurance can be given that any estimates of future production and future production costs with respect to any of the fields or assets underpinning the Company's assets or interests will be achieved. As a result of these uncertainties, there can be no assurance that any potential mineral resources programmes carried out within any of the Company's licence areas or interests, either now or in the future, will result in the identification of a commercially mineable (or viable) deposit that can be legally Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC and economically exploited. # Commodity Price Risk The Company's business is to explore for minerals. The value of those minerals, and hence estimates of the commercial viability of any reserves or resources that may be identified by the Company in the future, as well as potential earnings, will be affected by fluctuations in commodity prices, such as the USD and GBP denominated zinc, lead, gold, silver, copper and barite prices. These prices are exposed to numerous factors beyond the control of the Company; such as global supply and demand for precious and other metals, forward selling by producers, production cost levels in major metal producing regions, and widespread trading activities by market participants, seeking either to secure access to commodities or to hedge against commercial risks. Other factors include expectations regarding inflation, the financial impact of movements in interest rates, global economic trends, exchange rates and domestic and international fiscal, monetary and regulatory policy settings. Consequently, these prices can fluctuate significantly and cannot be predicted. Any deterioration on the prices of the commodities for which the Company is exploring could lead to a reduction in the value of the Company's assets, interests and potential earnings as well as making it harder to raise future exploration funds. # Title Risks The interests of the Company are in some circumstances subject to licence and contractual requirements, which include, inter alia, certain financial commitments which, if not fulfilled, could result in the suspension or ultimate forfeiture of the relevant licences or of the Company's interests in prospects. Government action, which could include non-renewal of licences, may result in any income potentially receivable by the Company in the future or licences held by the Company being adversely affected. In particular, changes in the application or interpretation of mining and exploration laws and/or taxation provisions, could adversely affect the value of the Company's interests. If a licence is not renewed or granted, the Company may suffer significant damage through loss of the opportunity to develop and discover any resources on that licence area. Under its licences and certain other contractual agreements to which the Company is or may in the future become party, the Company is or may become subject to payment and other obligations. In particular, the Company may be required to expend the funds necessary to meet the minimum work commitments attaching to its licences. Failure to meet these work commitments will render the licences in question liable to be revoked. Further, if any contractual obligations are not complied with when due, in addition to any other remedies which may be available to other parties, this could result in dilution or forfeiture of interests held by the Company. The Company may not have or be able to obtain financing for all such obligations as they arise. Changes may occur in the political, fiscal, and legal regimes of the regions within which the Company has interests which might significantly adversely affect the ownership or the economics of such interests. These include, inter alia, changes in exchange control regulations, expropriation or nationalisation of exploration and production rights, changes in government, international disputes, legislation (including contract enforceability) and regulatory systems, changes in taxation or customs polices, changing political conditions, exchange control regulations and international monetary fluctuations. No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining authorisations nor that such exploration and mining authorisations will not be challenged or impugned by third parties. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Reliance on third parties The Company is reliant on third party service providers, in particular for drilling and geological reporting. However, the Company faces competition from larger companies for those same resources. Larger companies, in particular, may have access to greater financial resources, which may give them a competitive advantage in obtaining the use of third part services, thus delaying exploration programmes that the Company is planning by, for example, adversely affecting the Company's ability to access the necessary drill rigs and laboratory time in a manner that the Company requires. Consequently, the Company's operations and financial condition could be materially adversely affected. Licences may provide legal rights of access but these are not normally exercised and access to land to carry out exploration activity may be at the gift of the landowner. It is critical that the Company maintains good relationships with relevant landowners to ensure access to land to carry out work. Without such access, the Company may be unable to carry outs its exploration operations. # Operations The Company's projects involve a number of risks and hazards, including industrial accidents, labour disputes, unusual or unexpected geological conditions, equipment failure, changes in the regulatory environment, environmental hazards and weather and other natural phenomena such as earthquakes and floods. The Company's activities may be delayed or reduced as a result of any of the above factors. Such occurrences could result in human exposure to pollution, personal injury or death, environmental and natural resource damage, monetary losses, and possible legal liability, any of which could materially adversely affect the Company's results of operations. # Key Personnel The Company's business and future management is substantially dependent on the expertise and continued services of its directors, consultants and future employees. The loss of the services of any such person could have a material adverse effect on the Company's business. The Company seeks to create a workplace that attracts, retains, and engages its workforce. However, the Company cannot guarantee the retention of its directors, consultants and future employees, nor that it will be able to continue to attract and retain such employees. Failure to do either could have a material adverse effect on the financial condition, results, or operations of the Company. # Environmental Risk There may also be unforeseen environmental liabilities resulting from both the future and/or historic exploration or mining activities, which may be costly to remedy. In addition, potential environmental liabilities as a result of unfulfilled environmental obligations by the previous owners may impact the Company. Environmental management systems are in place to mitigate environmental hazard risks. The Company uses advisors with specialist knowledge in mining and related environmental management for reducing the impacts of environmental risk. # Climate Change Risk Climate change and associated legislation or regulatory actions to reduce its impact may affect the Company's suppliers and business model, and consequently may affect its operations and growth. This impact could be amplified by the perception that the Company is undertaking activities that are harmful to the environment. (see Climate Related Financial Disclosures on page 20) # Uninsured risk The Company, as a participant in exploration and development programmes, may become subject to liability for hazards that cannot be insured against or third-party claims that exceed the insurance cover. The Company may also be disrupted by a variety of risks and hazards that are beyond control, Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC including geological, geotechnical and seismic factors, environmental hazards, industrial accidents, occupational and health hazards and weather conditions or other acts of God. # Financial Risk Financial risk is addressed in Note 20 to the Financial Statements. # Exchange Rate The Company's funding source is in Sterling and the majority of its expenditure is in Euro. The Company's operations are thus exposed to a small degree of currency risk, which the Company manages on a regular basis. The Company does not use derivative financial instruments to manage the currency risk and, as such, no hedge accounting is applied. In addition, the value of the Company's assets is related to commodity prices, which can be affected by changes in exchange rates. Changes in exchange rates could lead to a decrease in commodity prices and a decrease in the value of the Company's assets, interests and potential earnings. # Financing Risk The Company is an exploration company and is not currently revenue generating. The Company will remain involved in the process of exploring and assessing its asset base for some time. The development of the Company's properties will depend on its ability to obtain financing through the raising of equity capital, joint venture of projects, debt financing, farm outs or other means. Such funding will depend on the results of the Company's exploration activities, commodity prices and the then prevailing market for exploration and mining finance. There is no assurance that the Company will be successful in obtaining the required financing. If the Company is unable to obtain additional financing as needed, some interests may be relinquished, and/or the scope of the operations reduced Annual Report and Financial Statements for the Year ended 31 March 2025 --- # SUSTAINABILITY AND ESG REPORT Climate change risk is a global issue that may impact how the Company's operations are run, both today and in the future. Whilst the nature of the Company's operations is early-stage exploration with limited invasive impact there are inherent environmental risks associated with mineral exploration, which may increase as the exploration programme grows. As part of our commitment to transparency and sustainable practices, the Company is required to comply with the Corporate Sustainability Reporting Directive as enacted by the European Union in July 2024. For companies of the size of Unicorn Mineral Resources, these regulations come into effect as 2028. In the intervening period, the Company will voluntarily seek to comply with the requirements of IFRS S1 and IFRS S2. These are covered under the paragraphs below, covering the core content of Governance, Strategy, Risk Management and Metrics/Targets. ## Governance The Board recognise that operating responsibly, which includes minimising the environmental impact of the Company's operations, is fundamental to its long-term success of the Company. The Board believes that building a better future involves embedding climate awareness throughout the organisation, starting at the top. Given the size of the Company, the Board has not devolved the responsibility for assessing sustainability-related risks and opportunities to a sub-committee but oversees the management of specific risks and opportunities, including climate-related risks and opportunities, itself. With the Company's activities being mainly project based, the Board assess the risks and opportunities on a case-by-case basis. ## Strategy The Company is currently exploring for Zinc in Ireland and is evaluating various Copper projects in Southern Africa. Both metals have key roles to play in low carbon economies and, as such, demand for them is expected to increase with a likely consequential increase in value and hence in the value of the Company's licences should mineralisation be proved. At the same time, the remote nature of the Company's exploration activities may result in increases in exploration costs. The nature of the Company's operations is early-stage exploration with limited invasive impact. However, this will change as the exploration programme grows and if the Company were to move from exploration to production, however there are no plans for such a change in the strategy at the current time. There may also be unforeseen environmental liabilities resulting from past or future exploration or mining activities, which may be costly to remedy. If the Company is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Company. Changes in legislation and regulation regarding climate change could impose significant costs on the Company, including increased energy, capital equipment, environmental monitoring and reporting and other costs required in order to comply with such regulations. Environmental approvals and permits are currently, and may also in future be, required in connection with the Company's operations. In order to obtain such permits and approvals the Company may need to produce risk assessments and impact assessments which account for the local wildlife, natural habitat, and archaeological issues. These assessments take time and cost to produce and if they are Annual Report and Financial Statements for the Year ended 31 March 2024 Page | 20 --- C Unicorn Mineral Resources PLC more expensive or extensive than the Board expected, they could impact the Company's work programme and the speed at which it develops its projects. Failure to comply with applicable approvals and permits may result in enforcement actions, including orders issued by regulatory or judicial authorities against the Company, causing operations to cease or be curtailed, and may include costly corrective measures. Environmental and safety legislation (e.g., in relation to reclamation, disposal of waste products, protection of wildlife and otherwise relating to environmental protection) may change in a manner that would require stricter or additional standards than those now in effect, a heightened degree of responsibility for companies and their directors and/or employees and more stringent enforcement of existing laws and regulations. The Company has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Company regards as reasonably proportionate to the risk to the Company's activities. The incidence of these risks and their mitigation over the Short, Medium and Long term is set out below: | | Risk | Mitigation | | --- | --- | --- | | Short Term (1-2 years) | The main risks from drilling programmes include: 1. Physical damage to soil and vegetation on access routes and drill site, 2. Pollution, such as through contamination of surface and groundwater, and 3. Abstraction of water from low-flow streams | The risks are mitigated by: 1. Carefully planning the drill programme to limit the invasive impact, and 2. Using in-country contractors with strong environmental credentials | | Medium Term (3-5 years) | Drilling programmes will increase in size, and the number and depth of holes, leading to an increase in the environmental risks. | As above | | Long Term (5+ years) | Should the Company move into production, then the environmental risks expand as the invasive impact of mining increases. | A full environmental impact plan is drawn up and approved as part of any mine design. | ## Risk Management The environmental standards for drilling and exploration programmes are set by the relevant National authority often by reference to global standards such as those set by the United Nation or European Union and may differ from country to country. The Company uses well-reputed in-country consultants as necessary to advise on any potential environmental issues that may impact the Company's activities Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC The Company has not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) as it is not generally available at a price which the Company regards as reasonably proportionate to the risk to the Company's activities. # Metrics & Targets At this stage in the Company's development there are no formal metrics or targets against which to measure the Company's emissions. The Company's drilling activities require both energy and water, however no drilling was undertaken in the year under review, with the only exploration work being a gravity survey and some geophysical work that do not require any electricity or other energy consumption. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # CORPORATE GOVERNANCE REPORT The Directors recognise the importance of corporate governance and ensuring that appropriate corporate governance procedures are in place. The Company has decided to comply with the Quoted Companies Alliance corporate governance guidelines for quoted companies, as updated in 2023, ("QCA Code"), which is specifically designed for growing companies, as the corporate governance framework to ensure adequate corporate governance standards as befits the nature of the Company's business and the stage attained in the continuing evolution of the Company, and in-line with its corporate strategy and business goals. As a Company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code. The QCA Code sets out 10 principles, which are listed below with an explanation of how Unicorn Mineral Resources plc applies each of the principles and the reason for any aspect of non-compliance. The same information can be viewed at the following link http://unicornmineralresources.com/corporate-governance/. The QCA Code is available from the QCA at https://www.theqca.com/shop/guides/ # 1. Establish a strategy and business model which promote long-term value for shareholders The Company's strategy and business model is to generate long term shareholder value through the exploration for minerals resources. Initial the focus was solely, on zinc (and associated metals such as lead and silver) in Ireland, the Company is now seeing to reduce the risk associated with targeting a single asset in a single jurisdiction by expanding and enhancing its portfolio of mineral rights in jurisdictions outside of Ireland. Whilst the Kilmallock project remains the core of its operations, the Company is considering a number of investment or acquisition opportunities in Africa that it believes would be attractive to shareholders and that the Company, though its ability to raise funds via the London market, is in a strong position to achieve. The Company intends to deliver on its strategy by: (1) proving up the resources at its core projects in Ireland; (2) reviewing opportunities in Africa and elsewhere to expand and enhance the Company's portfolio of mineral rights; (3) securing appropriate funding; and (4) maintaining a flat, low-cost organisational structure. Further information is set out in the Chairman Statement on page 6. # 2. Promote a corporate culture that is based on ethical values and behaviours The exploration for, and development, of mineral resources can have significant impact in the areas where the Company and its contractors are active and it is important that the communities in which we operate view the Company's activities positively. Therefore, the importance of sound ethical values and behaviours coupled with environmental awareness is crucial to the ability of the Company to successfully achieve its corporate objectives. To ensure that this aspect of corporate life is reflected in all the Company does, the Directors are committed to maintaining high standards of corporate governance, integrity, and social responsibility, commensurate with the size, stage of development and financial status of the Company, and to managing the Company in an efficient, honest, ethical and transparent manner. The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company and the way that employees behave. Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC The corporate culture of the Company is promoted throughout its employees and contractors and is underpinned by compliance with local regulations and the implementation and regular review and enforcement of the Company's various policies, including its ESG Policy, Health & Safety Policy, Share Dealing Policy, Anti-Bribery and Privacy Policy. # 3. Seek to understand and meet shareholder needs and expectations The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Through shareholder feedback, the Company ensures that it remains in touch with the information requirements of our shareholders, their expectations regarding their investment, and the motivation behind their voting decisions. The Director's consider shareholders' motivations and expectations to be broadly correlated with that of the Company and the Company's strategy Investors have access to current information on the Company though its website (www.unicornmineralresources.com) and the Company provides regulatory, financial and business news updates through the Regulatory News Service. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting. Currently, no third-party research on the Company and its prospects is being published. # 4. Take into account wider stakeholder and social responsibilities and their implications for long-term success Mineral exploration is a high-risk activity, often operating in remote locations without immediate access to power, water and medical facilities, especially so in areas within Africa. The Board is committed to having the highest degree possible of corporate social responsibility in how the Company undertakes its activities within a culture where the safety of personnel is paramount. We aim for an uncompromising stance on health, safety, environment and community relations, which is to be achieved through an appropriate level of contact and negotiation with all stakeholders (including operating partners, landowners, community groups and regional and national authorities) and by the implementation and enforcement of the Company's ESG Policy, Health & Safety Policy, Anti-Bribery and other policies. # 5. Embed effective risk management, considering both opportunities and threats, throughout the organisation The Board is responsible for the Company's system of internal controls, the setting of appropriate policies on those controls, the regular assurance that the system is functioning effectively and that it is effective in managing business risk. The Board regularly reviews the risks to which the Company is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible whilst recognising that its business model carries an inherently high level of risk. It is ultimately responsible for the management, governance, controls, risk management, direction and performance of the Company. The principal risks and uncertainties facing the Company at this stage in its development and in the foreseeable future are detailed in on pages 16-19. The Company's sustainability and climate-related risks and disclosures, and its related governance of such, are set out on page 18 and 20. The Company's financial risk management policies are set out in Note 20 to the Financial Statements. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC ## 6. Maintain the board as a well-functioning, balanced team The Board currently consists of five directors: Non-Executive Chairman, Patrick Doherty; Executive Director, Jason Brewer; Chief Finance Officer (and Company Secretary), John O'Connor; Chief Operating Officer, Dave Blaney; and one independent Non-Executive Director, Antony Legge. Further details on their experiences and skills are set out on page 10. All directors are subject to re-election intervals as prescribed in the Company's Articles of Association. At each Annual General Meeting one-third of the Directors who are subject to retirement by rotation, shall retire from office. They can then offer themselves for re-election. Given its relatively small size, the Company has no formal succession planning process in place. Executive directors of the Company are required to work such hours as are required to fulfil their obligations to the Company and have service contracts with a 4-week notice period. They are not precluded from having other outside business commitments. Non-executive directors have letters of appointment with a 4-week notice period and are required to be available to attend Board meetings and to deal with both regular and ad hoc matters. Their letters of appointment provide no indicative time commitment, but they are required to devote sufficient time as may reasonably be necessary for the proper performance of their duties. Alongside the six scheduled Board meetings held during the year, during which the Board received reports for consideration on all significant strategic, operational and financial matters, the Board met a further eleven times to discuss opportunities in Africa. The Audit Committee, which is chaired by Antony Legge, with Patrick Doherty and John O'Connor being the other members of the committee, met four times during the year. The Remuneration Committee, which is chaired by Patrick Doherty, with Antony Legge being the other member of the committee, met once during the year. There was nearly a full attendance by all Board members at the Board and Committee meetings during the year, with some attending by Zoom where long-distance travel arrangements made in-person attendance impractical. ## 7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities ### Roles and Responsibilities of the Board The Board has overall responsibility for all aspects of the business. The Board's role is to agree the Company's long-term direction and strategy and monitor achievement its business objectives, while ensuring that they are properly pursued within a robust framework of risk management and internal controls. The Board meets formally at least four times a year for these purposes and holds additional meetings when necessary to transact other business. The matters reserved for the Board include: - determining strategy and policy; - reviewing and ratifying risk management and compliance systems and controls; - approving major capital expenditure, acquisitions and disposals; - approving and monitoring budgets and the integrity of financial reporting; - approving interim and annual financial reports; - approving significant changes to the organisational structure; - approving any issues of shares or other securities; - ensuring high standards of corporate governance and regulatory compliance; - setting the remuneration of non-executive Directors; and - the appointment of the Company's auditors. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC The Chairman's role involves the leadership of the Board and he is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board's decision-making and ensuring the non-executive director is properly briefed on all operational and financial matters. The Chairman also has overall responsibility for corporate governance matters in the Company. The Chief Financial Officer has responsibility for assessing financial controls, including the preparation and review of the Company's financial statements. As the Company Secretary, he also is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with. The Chief Operating Officer is responsible for overseeing the Company's exploration and drilling programme and the technical assessment of new projects. He is also responsible for engaging with landowners where drilling is to occur. The Board is supported by the Audit and Risk Committee and the Remuneration Committee. Due to its size, the Company does not have a Nomination Committee. The Board carries out the tasks and responsibilities of a Nomination Committee. ## Audit and Risk Committee The Audit and Risk Committee is responsible for ensuring that the financial information of the Company is properly reported on and monitored, including by conducting reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies and compliance and meeting with the auditors and reviewing findings of the audit with the external auditor. The Audit and Risk Committee also is responsible for considering and making recommendations to assist the Board on the appointment of the auditors and the audit fee; including reviewing the scope and results of the audit and considering the cost-effectiveness, independence and objectivity of the auditor, taking account of any non-audit services provided by them. As the Company has not established a dedicated compliance committee, the Audit and Risk Committee is tasked also with monitoring and reviewing the Company's risk management procedures and arrangements for compliance by the Company. The Audit and Risk Committee is chaired by the non-executive director, Antony Legge, and includes the Chairman, Patrick Doherty, and the Chief Financial Officer and Company Secretary, John O'Connor. The Report of the Audit Committee for the year to 31 March 2025 is on page 29. ## Remuneration Committee The Remuneration Committee is chaired by the Chairman, Patrick Doherty and includes the non-executive director, Antony Legge. The Remuneration Committee meets at least once a year to determine, within agreed terms of reference and taking into consideration external data and comparative third-party remuneration, the Company's policy on the remuneration of executives and specific remuneration packages for Directors, including incentive payments or awards. The Remuneration Committee is also responsible for recommending and/or approving grants of awards under the Company's share option plan. The Report of the Remuneration Committee for the year to 31 March 2025 is on page 30. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Share Dealing Policy The Company has an established code for Directors' and employees' dealings in securities that sets out the requirements and procedures for the Board and applicable employees' dealings in any of its Ordinary Shares in accordance with the provisions of UK Market Abuse Regulation and is appropriate for a company whose securities are traded on the London Stock Exchange. The Board considers the current balance of sector, financial and public market skills and experience of its directors is appropriate for the size and stage of development of the Company and that its directors (whose biographies are set out on page 10) have the skills and requisite experience necessary to constructively challenge and execute the Company's strategy and discharge their fiduciary duties effectively. The Board is committed to ensuring diversity of skill and experience. The Board delegates certain of its responsibilities to the Board Committees, listed within this report, which have clearly defined terms of reference. All Directors have access to the advice and services of the Company's solicitors and the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Company's expense in the furtherance of his duties. 8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The Board had planned to hold a review of the Board's performance during the year. With the potential of an acquisition in Africa, this review was deferred, recognising that acquiring an overseas operating business might impact the terms of such review. 9. Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture The Company's Remuneration policy is set out in the report of the Remuneration Committee on page 30. 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Investors have access to current information on the Company though its website www.unicornmineralresources.com and through the Non-Executive Chairman who is available to answer investor relations enquiries. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting. A complete history of Investor Notices can be found here: https://unicornmineralresources.com/regulatory-news-alerts/ The Company's financial reports can be found here: https://unicornmineralresources.com/share-holder-information/ Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Departures from the QCA Code Principle 3: Seek to understand and meet shareholder needs and expectations – The Company’s web site does not comply with disclosure requirements of the QCA Code. The web site is in the process of being updated, including the required governance disclosures. Principle 5: The Board should have at least two independent non-executive directors – The Company has only one independent non-executive director. This is not in compliance with the QCA Code, which requires at least two independent non-executive directors. However, the Board considers that appropriate oversight of the Company is provided by the currently constituted Board having regard to the current size and resources of the Company. Principle 8: Regular review of the Board’s performance – The Company did not carry out a formal review in the year to 31 March 2025. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # AUDIT AND RISK COMMITTEE REPORT The Audit and Risk Committee is responsible for ensuring that the financial information of the Company is properly reported on and monitored, and for considering and making recommendations to assist the Board on the appointment of the auditors and the audit fee. The Audit and Risk Committee is also responsible for monitoring the Company's risk management and compliance processes. The Committee has met four times since the publication of the 2024 Report and Financial Statements: (i) in September 2024 to review the interim accounts, (ii) in December 2024 as part of the process to publish a prospectus, (iii) in April 2025 to review the timings and process for the 2025 audit and to consider the auditors and fees for 2025, and (iii) in July 2025 to review the draft audited Financial Statements prior to their approval by the board. The Company's auditor for 2024, Lowry & Associates, were acquired by HLB Ireland in September 2024, with the enlarged group indicating their willingness to act as auditors to the Company and this was welcomed by the Audit Committee. The Audit Committee noted that since: (i) Lowry & Associates had only been in place for one year and had been unknown to the Company prior to that, and (ii) that Lowry & Associates had since been acquired and that HLB Ireland had been unknown to the Company, there was no reason for concern over the auditors' independence. The auditors noted that as a non-revenue generating company, Unicorn Mineral Resources was dependent on future fundraises resulting in an emphasis of matter on the Going Concern statement (see Note 21 to the Accounts on page 60). The auditors found no issues with the valuation of the Company's intangible assets. It was noted that the Black Scholes calculation of options was required to include the unvested options, but the difference between the two calculations was below the level of materiality and will be amended in next year's audit. The only major risk identified by the auditors was in relation to the Company's IT systems and back-ups and the Committee have recommended to the Board that this is reviewed once the audit is complete. The Committee noted that the London Stock Exchange had determined that the climate related financial disclosures in the 2024 Financial Statements had been inadequate. The Committee further noted that significant work had been undertaken in this area for the prospectus issued in December 2024. The auditors noted that as an Irish registered company, Unicorn Mineral Resources was obliged to follow the Corporate Sustainability Reporting Directive (CSRD) enacted by the European Union in July 2024 and that, whilst this was wider in scope than the recommendations of the UK's Task Force on Climate Related Financial Disclosures, it did not apply to companies of the size of Unicorn Mineral Resources until 2028. Notwithstanding this, the Committee recommended that the Company should voluntarily comply with the new Sustainability Standards produced by the IFRS Foundation – IFRS S1 and IFRS S2 – until the CSRD came into effect in order to meet the requirements of the UKLA's Listing Rules. The Committee noted other areas of continued non-compliance, being: (i) there being fewer than the two independent non-executive directors as recommended by the QCA Code; (ii) the Board not achieving the target of gender diversity as recommended by the Listing Rules of the London Stock Exchange; (iii) the Company's web site not being in compliance with QCA guidelines; and (iv) the Company not having carried out a formal review of the Board's performance. The Committee continues to work towards reducing these areas of non-compliance, which have been disclosed in full in this report, as commensurate with the size and stage of development of the Company as it moves forward. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # REMUNERATION COMMITTEE REPORT The Remuneration Committee is responsible for determining and recommending to the Board the remuneration of executives and specific remuneration packages for directors, including incentive payments or awards of options. The Committee considers cashflow availability as well as the performance of the Company both over the previous 12 months and projected performance. Performance of the Company is measured in terms of the exploration and development of existing licences, the acquisition of any new licences and the finances raised to fund these activities. The level of any remuneration determined is derived from companies of a comparable size or operating in a similar sector. When determining the Remuneration policy, the Committee were mindful to ensure that the remuneration policy and other remuneration practices were clear, simple, predictable, proportionate, safeguarded the reputation of the Company and were aligned to the Company's culture and strategy. The key factors are: - **Clarity**: Remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce. - **Simplicity**: Remuneration structures should avoid complexity and their rationale and operation should be easy to understand. - **Risk**: Remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risk that can arise from target-based incentive plans, are identified and mitigated. - **Predictability**: The range of possible values of rewards to individual directors and any other limits or discretions should be identified and explained at the time of approving the policy. - **Proportionality**: The link between individual awards, the delivery of strategy and the long-term performance of the company should be clear. - **Alignment to Culture**: Incentive schemes should drive behaviours consistent with the Company's purpose, values and strategy. The Company's business model of creating shareholder value through the exploration for mineral resources, which is financed by the raising of new capital, means that returns will be driven though increases in asset values coupled with a requirement to minimise cash costs. The Remuneration Committee believes that a prudent remuneration policy should have a relative high proportion of equity incentives in comparison to an annual salary to align with returns to shareholders. The Remuneration Committee met once during the year to 31 March 2025. In July 2025, the Committee reviewed the salaries of the whole board in comparison to its peers and to the Company's performance. No changes were proposed with the Committee remaining confident that the remuneration policy has operated as intended in terms of company performance and quantum. Directors' Remuneration, including employer's PRSI, during the years ended 31 March 2025 and 31 March 2024 were as follows: | | 2025 | 2024 | | --- | --- | --- | | Remuneration and other emoluments – Executive Directors | €157,673 | €194,342 | | Remuneration and other emoluments – Non-Executive Directors | €83,895 | €84,962 | | | €241,568 | €279,304 | Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC The options currently held by the Directors are set out below: | Director | Options | Exercise Price | Date of Grant | Expiry Date | | --- | --- | --- | --- | --- | | Patrick Doherty | - | - | - | - | | Jason Brewer | 1,742,747 | £0.06-£0.20 | 14 December 2023 | 13 December 2030 | | John O'Connor | 600,000 | £0.05 | 28 Oct 2021 | 27 Oct 2028 | | David Blaney | 900,000 | £0.05 | 28 Oct 2021 | 27 Oct 2028 | | Antony Legge | 100,000 | £0.065 | 29 Mar 2023 | 28 Mar 2030 | **Notes:** Jason Brewer has been granted options over 1,742,747 shares with an exercise period of seven years, which vest as follows | Tranche | Number of Options | Exercise Price | Vesting Criteria | | --- | --- | --- | --- | | 1 | 348,549 | 6p | 20 day VWAP exceeding 10p | | 2 | 697,099 | 10p | 20 day VWAP exceeding 20p | | 3 | 697,099 | 20p | 20 day VWAP exceeding 30p | The '20 day VWAP' shall mean, in relation to any day, the volume weighted average sale price on the London Stock Exchange per ordinary share in the capital of the Company (as confirmed by the Company's broker) on any twenty consecutive business days. The periods used to calculate the Twenty Day VWAP for each of the Target 1 Options, Target 2 Options and Target 3 Options must be discrete from each other and shall not overlap or run concurrently in any way. As at the date of this report, none of the options granted to Jason Brewer had vested. The total number of options granted to directors represents 8.18% of the 40,854,987 ordinary shares in issue as at the date of this report. The total number of vested options represents 3.92% of the 40,854,987 ordinary shares in issue as at the date of this report. The Committee remains confident that the remuneration policy has operated as intended in terms of company performance and quantum. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # DIRECTOR'S RESPONSIBILITY STATEMENT The Directors are responsible for preparing the annual report and the Company's financial statements, in accordance with applicable law and regulations. Company law requires the Directors to prepare Company financial statements for each financial year. Under that law, the Directors are required to prepare the financial statements in accordance with IFRS as adopted by the European Union and applicable laws including Article 4 of the IAS Regulation. The Directors have elected to prepare the Company's financial statements in accordance with IFRS as adopted by the European Union as applied in accordance with the Companies Acts 2014. 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 assets, liabilities and financial position of the Company and of the Company's profit or loss for that year. In preparing each of the Company's financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - state whether they have been prepared in accordance with IFRS as adopted by the European Union, and as regards the Company, as applied in accordance with the Companies Act 2014; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Central Bank of Ireland to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Company. The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company, and which enable them to ensure that the financial statements of the Company comply with the provisions of the Companies Act 2014. They are also responsible for safeguarding the assets of the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for preparing a Directors' Report which complies with the requirements of the Companies Act 2014. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website www.UnicornMineralResources.com. Legislation in Ireland concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the Directors, whose names are set out on page 10 of this Annual Report, confirm that, to the best of each person's knowledge and belief: - The Financial Statements, prepared in accordance with IFRS as adopted by the European Union, and as applied in accordance with the provisions of the Companies Act 2014, give a true and fair view of the assets, liabilities, financial position of the Company as at 31 March 2025 and of the profit or loss of the Company for the year then ended; Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC - The Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face; and - The Annual Report and Financial Statements, taken as a whole, provide the information necessary to assess the Company's performance, business model and strategy and is fair, balanced, and understandable and provides the information necessary for the shareholders to assess the Company's position and performance, business model and strategy. The Directors' Responsibility Statement was approved by the Board on 5 August 2025. Paddy Doherty Chairman John O'Connor Director Annual Report and Financial Statements for the Year ended 31 March 2024 --- C Unicorn Mineral Resources PLC # INDEPENDENT AUDITOR'S REPORT ## Opinion We have audited the financial statements of Unicorn Mineral Resources PLC (the 'Company') for the year ended 31 March 2025 which comprise the Statement of Profit or Loss, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out in Note 1. The financial reporting framework that has been applied in their preparation is Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2014. In our opinion the Financial Statements: - give a true and fair view of the assets, liabilities, and financial position of the Company as at 31 March 2025 and of its loss for the year then ended; - have been properly prepared in accordance with IFRSs as adopted by the European Union; and - have been properly prepared in accordance with the requirements of the Companies Act 2014. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) 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 Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in Ireland, including the Ethical Standard for Auditors (Ireland) issued by the Irish Auditing and Accounting Supervisory Authority (IAASA) 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 In auditing the financial statements, we have concluded that the Directors use of the going concern basis of accounting in preparation of these financial statements is appropriate. We draw attention to Note 21 to the Financial Statements, concerning the Company's ability to continue as a going concern. The Company incurred a loss for the financial year of €628,605 (2024: loss €504,887) and the Company had net current assets of €289,822 (2024: €229,956) at the statement of financial position date leading to concern about the Company and Company's ability to continue as a going concern. The Company had a cash balance of €586,898 (2024: €642,778) at the statement of financial position date. The going concern assumption of the Company is that the Company has sufficient funds to continue operations into 2026, and thereafter the Company will need to raise further funds to continue operations. These events and conditions, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC Our evaluation of the Directors' assessment of the Company's ability to adopt the going concern basis of accounting included: - Obtaining an understanding of the Company's relevant controls over the preparation and review of cash flow projections and assumptions used in the cash flow forecasts to support the going concern assumption and assessed the design and implementation of these controls; - Challenging the key assumptions used in the cash flow forecasts by agreement to historical run rates, expenditure commitments and other supporting documentation - Testing the clerical accuracy of the cash flow forecasts; - Sensitivity analysis on the cash flow forecasts to assess the amount of headroom available to the Company based on its year end cash position; - Assessment of the Company's ability to raise additional finance; and - Assessment of the adequacy of the disclosures in the financial statements with a particular focus on appropriate disclosure of the key uncertainties relating to going concern. - Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. ## Our approach to the audit In designing our audit, we determined materiality and assessed the risk of material misstatement in the Financial Statements. In particular, we looked at areas involving significant accounting estimates and judgement by the Directors and considered future events that are inherently uncertain. We also addressed the risk of management override of controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. ## 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 | Key Audit Matter | How our scope addressed this matter | | --- | --- | | Valuation and recoverability of intangible assets (refer Note 13) The Company carries a material amount of intangible assets in relation to capitalised costs associated with Company's exploration activities in the company balance sheet. As a result, the following risks arise: • Costs may have been incorrectly capitalised and not conform with all the 6 step criteria detailed in IAS 38. • The carrying value of the capitalised cost may | The work undertaken to mitigate the risks were as follows: We reviewed and challenged management's assessment of impairment of exploration activities, considered whether there are any indicators of impairment. We found the judgements used by management in their impairment assessment were reasonable. We verified the capitalised exploration costs meet the eligibility criteria detailed in IAS 38 for that given site. | Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC | be overstated and the realisation of these intangible assets is dependent on the discovery and successful development of economic zinc reserves, which is subject to a number of risks and uncertainties, including obtaining title to licences and the ability of the Company to raise sufficient finance to develop the projects. | Having reviewed the report from management's independent expert we are satisfied that the intangible assets do not appear to be impaired at the balance sheet date. | | --- | --- | # Our application of materiality The materiality applied to the Company's financial statements was €21,095. This has been calculated using Gross Assets benchmarks which we have determined, in our professional judgements, to be the most appropriate benchmarks within the financial statements relevant to the members of the Company in assessing financial performance. Performance materiality for the financial statements was set at €16,876, being 80% of materiality, for purposes of assessing the risks of material misstatement and determining the nature, timing and extent of further audit procedures. We have set it at this amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds the Company's materiality. We judged this level to be appropriate based on our understanding of the group and its financial statements, as updated by our risk assessment procedures and our expectation regarding current period misstatements. We report to the Audit Committee all corrected and un-corrected misstatements we identified through our audit in excess of €1,055. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. We have nothing to report in this regard. # Opinion on other matters prescribed by the Companies Act 2014 ## Other Information The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the Financial Statements and our auditors' report thereon. 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the Financial Statements or a material misstatement of the other information. 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. In our opinion, based on the work undertaken in the course of the audit, we report that: - the information given in the Directors' Report for the financial year for which the financial Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC statements are prepared is consistent with the Financial Statements; and - the Directors' Report has been prepared in accordance with applicable legal requirements. We have obtained all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit. In our opinion the accounting records of the Company were sufficient to permit the Financial Statements to be readily and properly audited, and the Financial Statements are in agreement with the accounting records. ## Matters on which we are required to report by exception Based on 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 Directors' Report. The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of Directors' remuneration and transactions required by sections 305 to 312 of the Act are not made. We have nothing to report in this regard. ## Respective responsibilities ## Responsibilities of Directors for the Financial Statements As explained more fully in the Directors' Responsibilities Statement on pages 32-33, the Directors are responsible for the preparation of the Financial Statements in accordance with the applicable financial reporting framework that give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, the Directors are responsible for assessing the 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. ## Auditors' 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 auditors' 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 (Ireland) 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 As part of an audit in accordance with ISAs (Ireland), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. - Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. - Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. # The purpose of our audit work and to whom we owe our responsibilities This report is made solely to the Company's shareholders, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Company's shareholders those matters we are required to state to them in an auditors' 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 shareholders, as a body, for our audit work, for this report, or for the opinions we have formed. John Duffy (Senior Statutory Auditor) for and on behalf of HLB Ireland Audit Services Limited Suite 7, The Courtyard, Carmanhall Road, Sandyford Dublin, D18 NW62 5 August 2025 Annual Report and Financial Statements for the Year ended 31 March 2025 --- U Unicorn Mineral Resources PLC # STATEMENT OF PROFIT OR LOSS | | Note | Year to 31 March 2025 € | Year to 31 March 2024 € | | --- | --- | --- | --- | | Administrative Expenses | 7 | (628,605) | (504,887) | | Loss from Operations | | (628,605) | (504,887) | | Tax Expense | | - | - | | Loss before Tax | | (628,605) | (504,887) | | Loss for the Year | | (628,605) | (504,887) | Earnings per share attributable to ordinary equity holders of the company | | | cents | cents | | --- | --- | --- | --- | | Profit/(Loss) per share – Basic | 12 | (0.02) | (0.02) | | Profit/(Loss) per share –Diluted | 12 | (0.01) | (0.01) | The Notes on pages 44 to 60 form part of these Financial Statements Annual Report and Financial Statements for the Year ended 31 March 2025 --- U Unicorn Mineral Resources PLC # STATEMENT OF OTHER COMPREHENSIVE INCOME | | | Year to 31 March 2025 | Year to 31 March 2024 | | --- | --- | --- | --- | | | Note | € | € | | Loss for the year | | (628,605) | (504,887) | | Fair Value measurement of options and warrants | 18 | 72,334 | 316,154 | | Total Comprehensive Loss for the year | | (556,270) | (188,733) | The Notes on pages 44 to 60 form part of these Financial Statements Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # STATEMENT OF FINANCIAL POSITION | | Note | As at 31 March 2025 | As at 31 March 2024 | | --- | --- | --- | --- | | | | € | € | | Assets | | | | | Non-current assets | | | | | Intangible assets | 13 | 425,644 | 382,628 | | | | 425,644 | 382,628 | | Current assets | | | | | Trade and other receivables | 14 | 42,228 | 72,858 | | Cash and cash equivalents | 19 | 586,898 | 642,778 | | | | 629,126 | 715,636 | | Total assets | | 1,054,770 | 1,098,265 | | Current Liabilities | | | | | Warrants & Options | 18 | 10,142 | 44,756 | | Trade and other liabilities | 15 | 329,163 | 169,764 | | Convertible Loan Notes | 16 | - | 271,159 | | | | 339,304 | 485,680 | | Total liabilities | | 339,304 | 485,680 | | Net assets | | 715,466 | 612,585 | | Issued capital and reserves | | | | | Share capital | 16 | 408,550 | 348,550 | | Share premium reserve | 16 | 3,078,943 | 2,442,071 | | Share based payments reserve | 18 | 19,623 | 57,343 | | Other Reserves | 18 | (29,765) | (102,099) | | Retained earnings | | (2,761,885) | (2,133,280) | | Total Equity | | 715,466 | 612,585 | The Financial Statements on pages 39 to 43 were approved and authorised for issue by the board of directors and were signed on its behalf by: Paddy Doherty Director John O'Connor Director 5 August 2025 The Notes on pages 44 to 60 form part of these Financial Statements Annual Report and Financial Statements for the Year ended 31 March 2025 --- U Unicorn Mineral Resources PLC # STATEMENT OF CHANGES IN EQUITY | | Share capital | Share premium | Share based payment reserve | Other Reserves | Retained earnings | Total equity | | --- | --- | --- | --- | --- | --- | --- | | | € | € | € | € | € | € | | At 1 April 2023 | 277,557 | 2,045,611 | 149,174 | (418,253) | (1,628,393) | 425,696 | | Comprehensive income for the year | | | | | | | | Loss for the year | - | - | - | - | (504,887) | (504,887) | | Fair Value of Warrants and Options | - | - | - | 316,154 | - | 316,154 | | Total comprehensive income for the year | - | - | - | 316,154 | (504,887) | (188,733) | | Contributions by and distributions to owners | | | | | | | | Issue of share capital | 70,993 | 406,840 | - | - | - | 477,833 | | Share issue expenses | - | (10,380) | - | - | - | (10,380) | | Share based payments | - | - | (91,831) | - | - | (91,831) | | Total contributions by and distributions to owners | 70,993 | 396,460 | (91,831) | - | - | 357,622 | | At 31 March 2024 | 348,550 | 2,442,071 | 57,343 | (102,099) | (2,133,280) | 612,585 | | Comprehensive income for the year | | | | | | | | Loss for the year | - | - | - | - | (628,605) | (628,605) | | Fair Value of Warrants and Options | - | - | - | 72,334 | - | 72,334 | | Total comprehensive income for the year | - | - | - | 72,334 | (628,605) | (556,270) | | Contributions by and distributions to owners | | | | | | | | Issue of share capital | 60,000 | 655,887 | - | - | - | 715,887 | | Share issue expenses | - | (19,015) | - | - | - | (19,015) | | Share based payments | - | - | (37,720) | - | - | (37,720) | | Total contributions by and distributions to owners | 60,000 | 636,872 | (37,720) | - | - | 659,152 | | At 31 March 2025 | 408,550 | 3,078,943 | 19,623 | (29,765) | (2,761,885) | 715,466 | The Notes on pages 44 to 60 form part of these Financial Statements Annual Report and Financial Statements for the Year ended 31 March 2025 --- 6 Unicorn Mineral Resources PLC # STATEMENT OF CASH FLOWS | | Note | Year to 31 March 2025 | Year to 31 March 2024 | | --- | --- | --- | --- | | | | € | € | | Cash flows from operating activities | | | | | Loss for the year | | (628,605) | (504,887) | | Adjustments for | | | | | Impairment losses on intangible assets | | 12,000 | - | | | | (616,605) | (504,887) | | Movements in working capital | | | | | (Increase)/decrease in trade and other receivables | | (30,630) | (7,443) | | Increase/(decrease) in trade and other payables | | 159,398 | 98,512 | | Cash generated from operating activities | | (426,756) | (413,318) | | Net cash used in operating activities | | (426,756) | (413,318) | | Cash flows from investing activities | | | | | Purchase of intangibles | | (55,016) | (214,750) | | Net cash used in investing activities | | (55,016) | (214,750) | | Cash flows from financing activities | | | | | Issue of ordinary shares | | 425,712 | 467,453 | | Issue of Convertible Loan Notes | | - | 271,159 | | Net cash from financing activities | | 425,712 | 738,612 | | Net cash (decrease)/increase in cash and cash equivalents | | (55,880) | 110,044 | | Cash and cash equivalents at the start of the year | | 642,778 | 532,734 | | Cash and cash equivalents at the end of the year | 19 | 586,898 | 642,778 | The Notes on pages 44 to 60 form part of these Financial Statements Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC # NOTES TO THE FINANCIAL STATEMENTS ## 1. Accounting Policies The accounting policies set out below have been applied consistently to all periods presented in these Financial Statements. ### 1.1. Going concern The preparation of financial statements requires an assessment on the validity of the going concern assumption. The validity of the going concern concept is dependent on the Company having available adequate financial resources to continue operations in 2025, and thereafter finance being available for the continuing working capital requirements of the Company and finance for the development of the Company's projects becoming available. Based on the assumptions that the Company has adequate financial resources to continue operation and confidence that finance will become available, the Directors believe that the going concern basis is appropriate for these accounts. Should the going concern basis not be appropriate, adjustments would have to be made to reduce the value of the company's assets, in particular the intangible assets, to their realisable values. Further information concerning going concern is outlined in Note 21. ### 1.2. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax payable is based on the taxable profit for the year. Taxable profit differs from the loss as reported in the 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 that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the 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 financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses to the extent that it is probable that taxable profits will be available against which deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Unrecognised deferred tax assets are reassessed at each statement of financial position date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when 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 Company intends to settle its current tax assets and liabilities on a net basis. Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC # 1.3. Intangible assets # Exploration and evaluation assets Exploration expenditure relates to the initial search for mineral deposits with economic potential in Ireland. Evaluation expenditure arises from a detailed assessment of deposits that have been identified as having economic potential. The costs of exploration properties and cost of licences to explore for or use minerals, which include the cost of acquiring prospective properties and exploration rights and costs incurred in exploration and evaluation activities, are capitalised as intangible assets as part of exploration and evaluation assets. Exploration costs are capitalised as an intangible asset until technical feasibility and commercial viability of extraction of reserves are demonstrable, when the capitalised exploration costs are reclassified to property, plant and equipment. Exploration costs include an allocation of administration and salary costs (including share based payments) as determined by management. Prior to reclassification to property, plant and equipment, exploration and evaluation assets are assessed for impairment and any impairment loss recognised immediately in the statement of comprehensive income Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. # Impairment of intangible assets other than goodwill Exploration and evaluation assets are assessed for impairment on a licence by licence basis when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. The company reviews for impairment on an ongoing basis and specifically if any of the following occurs: (a) the period for which the Company has a right to explore under the specific licences has expired or is expected to expire; b) further expenditure on exploration and evaluation in the specific area is neither budgeted or planned; c) the exploration and evaluation has not led to the discovery of economic reserves; d) sufficient data exists to indicate that although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. # 1.4. Financial Instruments Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC financial liabilities are recognised immediately at fair value through other comprehensive income ("FVOCI"). The Company includes in this category cash and other receivables. Due to the nature of the financial assets being short-term in nature, the carrying value approximates fair value. ## Impairment of financial assets The Company only holds receivables at amortised cost, with no significant financing component and which have maturities of less than 12 months and as such, has implemented the simplified approach for expected credit losses (ECL) model under IFRS 9 to account for all receivables. Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each reporting date. A financial asset is derecognised only when the contractual rights to cash flows from the financial asset expires, or when it transfers the financial asset and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognised in the profit or loss. ## Financial liabilities measured subsequently at amortised cost Financial liabilities that are not: (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVOCI, are measured subsequently at amortised cost using the effective interest method. The Company includes in this category trade and other payables. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. ## Equity instruments Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. ## Warrants and Options Warrants and options issued are classified separately as equity or as a liability at FVOCI in accordance with the substance of the contractual arrangement. Warrants or options classified as liabilities at FVOCI are stated at fair value, with any gains and losses arising on remeasurement recognised in the statement of other comprehensive income. ## 2. Reporting entity Unicorn Mineral Resources PLC (the 'Company') is a limited company incorporated and registered in Ireland. The Company's registered office is at 39 Castleyard, 20/21 St Patrick's Road, Dalkey, Co. Dublin. The Company's principal activity is set out in the Director's Report. ## 3. Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standards Board (IASB). Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC The IASB has issued two new standards, IFRS S1 (General Requirements for Sustainability-Related Disclosures) and IFRS S2 (Climate-Related Disclosures) effective from 1st January 2024. Details of the Company's accounting policies, including changes during the year, are included in Note 1. In preparing these Financial Statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in Note 5. ## 3.1. Basis of measurement The financial statements have been prepared on the historical cost basis except for certain financial instruments that have been measured at fair value. ## 3.2. Changes in accounting policies ### International Financial Accounting Standards #### New or revised Standards or Interpretations ##### Standards, amendments and Interpretations to existing Standards that are effective during the financial year The following new standards and amendments became effective as at 1 January 2024: - IFRS 17 Insurance Contracts; - Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statements 2 Making Materiality Judgements); - Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors); - Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes); and - International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) (effective immediately upon the issue of the amendments and retrospectively). These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 January 2024. The new standards and amendment were adopted effective 1 January 2024 and did not result in a material impact on the Company's results. See the applicable notes for further details on how the amendments affected the Company. #### IFRS 17 Insurance Contracts The Company has adopted IFRS 17 and the related amendments for the first time in the current year. IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and supersedes IFRS 4 Insurance Contracts. The Company does not have any contracts that meet the definition of an insurance contract under IFRS 17. Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC # Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements) In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose 'significant accounting policies' with 'material accounting policy information'. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure. These amendments have no effect on the measurement or presentation of any items in the financial statements but affect the disclosure of accounting policies of the Company. # Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors) The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy and prior period errors. These amendments had no effect on the financial statements of the Company. # Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes) In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition exemption applies to certain transactions that result in both an asset and a liability being recognised simultaneously (e.g. a lease in the scope of IFRS 16). The amendments introduce an additional criterion for the initial recognition exemption, whereby the exemption does not apply to the initial recognition of an asset or liability which at the time of the transaction, gives rise to equal taxable and deductible temporary differences. These amendments had no effect on the annual financial statements of the Company. # International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) In December 2021, the Organisation for Economic Co-operation and Development (OECD) released a draft legislative framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate structures. In March 2022, the OECD released detailed technical guidance on Pillar Two of the rules. Stakeholders raised concerns with the IASB about the potential implications on income tax accounting, especially accounting for deferred taxes, arising from the Pillar Two model rules. The IASB issued the final Amendments (the Amendments) International Tax Reform – Pillar Two Model Rules, in response to stakeholder The Amendments introduce a mandatory exception to entities from the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two model rules. The exception is effective immediately and retrospectively. The Amendments also provide for additional disclosure requirements with respect to an entity's exposure to Pillar Two income taxes. Management has determined that the Company is not within the scope of OECD's Pillar Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC Two Model Rules and the exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes is not applicable to the Company. ## New standards, interpretation and amendments not yet effective There are a number of standards, amendments to standards and interpretations which have been issued by the International Accounting Standards Board ("IASB") that are effective in future accounting periods that the Company has decided not to adopt early. The following amendments are effective for reporting periods beginning on or after 1 January 2024: - Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases) - Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements) - Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and - Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures) The following amendments are effective for reporting periods beginning on or after 1 January 2025: ## Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates) The directors are currently assessing the impact of these new accounting standards and amendments. The directors do not expect any standards issued by the IASB, but not yet effective, to have a material impact on the Company disclosed as they are not expected to have a material impact on the Company's financial statements. ## Standards, amendments and Interpretations to existing Standards that are not yet effective and have not been adopted early by the Company At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards and Interpretations have been published by the IASB. None of these Standards, amendments or Interpretations have been adopted early by the Company and no material impact is expected. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations neither adopted nor listed below, have not been disclosed as they are not expected to have a material impact on the Company's financial statements. ## 4. Functional and Presentation Currency These Financial Statements are presented in Euros, which is the Company's functional currency. All amounts have been rounded to the nearest Euro, unless otherwise indicated. Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC # 5. Critical accounting judgements and key sources of estimation uncertainty In the process of applying the Company's accounting policies above, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements. # Exploration and evaluation assets The assessment of whether general administration costs and salary costs are capitalised or expensed involves judgement. Management considers the nature of each cost incurred and whether it is deemed appropriate to capitalise it within intangible assets. Costs which can be demonstrated as project related are included within exploration and evaluation assets. Exploration and evaluation assets relate to prospecting, exploration and related expenditure in Ireland. The Company's exploration activities are subject to a number of significant and potential risks including: - uncertainties over development and operational risks; - compliance with licence obligations; - ability to raise finance to develop assets; - liquidity risks; and - going concern risks; The recoverability of intangible assets is dependent on the discovery and successful development of economic reserves which is subject to a number of uncertainties, including the ability to raise finance to develop future projects. Should this prove unsuccessful, the value included in the statement of financial position would be written off to the statement of comprehensive income. The recoverability of investments in subsidiaries and intercompany receivables is dependent on the recoverability of intangible assets. # Key sources of estimation uncertainty The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. The nature of estimation means that actual outcomes could differ from those estimates. The key sources of estimation uncertainty that may have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. The Company undertakes periodic reviews to assess the risk factors and have concluded that there is little or no risk that will cause material adjustments to be made in the next financial year. # Impairment Intangible Assets The assessment of intangible assets for any indications of impairment involves a degree of estimation. If an indication of impairment exists, a formal estimate of recoverable amount is performed, and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount Recoverable amount is determined as the higher of fair value less costs to sell and value in use. The assessment requires judgements as to the likely future commerciality of the assets and when such commerciality should be determined; future revenues, capital and operating costs and the discount rate to be applied to such revenues and costs. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Valuation of Warrants and Options The issued warrants and options are classified as liabilities at FVOCI and are stated at fair value, with any gains and losses arising on re-measurement recognised in the Statement of Comprehensive Income. The fair value of the warrants and options is measured using an appropriate option pricing model, taking into account the terms and conditions upon which the warrants and options were issued. The model used by the Company is the Black Scholes model. The Company has made estimates as to the volatility of its own shares based on the historic volatility for the same period of time as equals the life of the warrant or option. # 6. Segment information The Company is engaged in one business segment only: exploration of mineral resource projects. Therefore, only an analysis by geographical segment has been presented. # 6.1. Segment revenues and results The following is an analysis of the Company's revenue and results from continuing operations by reportable segment: | | Segment revenue | | Segment profit/(loss) | | | --- | --- | --- | --- | --- | | | 2025 | 2024 | 2025 | 2024 | | | € | € | € | € | | Ireland | - | - | (628,605) | (504,887) | | | - | - | (628,605) | (504,887) | | Fair value losses | | | - | - | | Loss before tax (continuing operations) | | | (628,605) | (504,887) | The accounting policies of the reportable segments are the same as the Company's accounting policies described in Note 1. Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and directors' salaries, share of profit of associates, share of profit of a joint venture, gain recognised on disposal of interest in former associate, investment income, other gains, and losses, as well as finance costs. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. # 6.2. Segment assets and liabilities | Segment assets | 2025 | 2024 | | --- | --- | --- | | | € | € | | Ireland | 1,054,770 | 1,098,265 | | Total segment assets | 1,054,770 | 1,098,265 | | Total assets | 1,054,770 | 1,098,265 | Segment liabilities Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC Ireland 339,304 485,680 Total segment liabilities 339,304 485,680 Total liabilities 339,304 485,680 Other segment information | | Depreciation and amortisation | | Additions to non-current assets | | | --- | --- | --- | --- | --- | | | 2025 | 2024 | 2025 | 2024 | | | € | € | € | € | | Ireland | 12,000 | - | 55,016 | 72,367 | | | 12,000 | - | 55,016 | 72,367 | Geographical information The Company operates in one geographical area – Republic of Ireland. 7. Expenses by nature | | 2025 | 2024 | | --- | --- | --- | | | € | € | | Professional fees | 175,784 | 125,514 | | Project Acquisition costs | 54,002 | - | | Foreign exchange (gain)/ loss | 491 | 1,324 | | Director's remuneration | 241,568 | 279,304 | | Other administrative expenses | 156,760 | 98,745 | | | 628,605 | 504,887 | 8. Auditors' remuneration During the year, the Company obtained the following services from the Company's auditors: | | 2025 | 2024 | | --- | --- | --- | | | € | € | | Fees payable to the Company's auditors for the audit of the Company's financial statements | 24,000 | 22,250 | 9. Employee benefit expenses | | 2025 | 2024 | | --- | --- | --- | | Employee benefit expenses (including directors) comprise: | € | € | | Wages and salaries | 219,736 | 260,673 | | National Insurance | 21,832 | 18,631 | | | 241,568 | 279,304 | Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC The average monthly number of persons, including the directors, employed by the Company during the year was as follows: | | 2025 | 2024 | | --- | --- | --- | | | No. | No. | | Management | 5 | 5 | | | 5 | 5 | # 10. Director's remuneration | | 2025 | 2024 | | --- | --- | --- | | | € | € | | Directors' emoluments - Executive | 157,673 | 194,342 | | Directors' emoluments - Non-Executive | 83,895 | 84,962 | | | 241,568 | 279,304 | # Key Management Compensation and Directors' Remuneration The remuneration of the directors, who are considered to be the key management personnel, is set out below. | | 2025 | | | | 2024 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Fees: Services as director | Fees: Other services | Share Options | Total | Fees: Services as director | Fees: Other services | Share Options | Total | | | € | € | € | € | € | € | € | € | | Jason Brewer1 | 26,037 | - | - | 26,037 | 7,029 | - | - | 7,029 | | David Blaney | 65,818 | - | - | 65,818 | 64,446 | - | - | 64,446 | | Patrick Doherty | 52,557 | - | - | 52,557 | 45,142 | - | - | 45,142 | | Antony Legge | 31,338 | - | - | 31,338 | 39,820 | - | - | 39,820 | | John O'Connor | 65,818 | - | - | 65,818 | 78,907 | - | - | 78,907 | | Richard O'Shea2 | - | - | - | - | 43,960 | - | - | 43,960 | | | 241,568 | - | - | 241,568 | 279,304 | - | - | 279,304 | Note 1: Jason Brewer was appointed a Director on 13 December 2023 Note 2: Richard O'Shea resigned as a Director on 19 September 2023 The Directors have also been issued with vested Options over 1,600,000 Ordinary shares (2024: 1,600,000) and unvested Options over 1,724,747 Ordinary shares (2024: 1,724,747), as set out in Note 18 to the Financial Statements. Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC # 11. Related party and other transactions The Company engaged Gathoni Muchai Investments Limited ("GMI") for PR, website and social media services in December 2023. During the year ended 31 March 2025 it incurred costs of €35,667 (exclusive of VAT). Jason Brewer who is a director of the Company, is also a director of GMI, and, with his wife, own 100% of GMI. # 12. Earnings per share The calculation of earnings per share is (EPS) based on the loss attributable to equity holders divided by the weighted average number of shares in issue during the year. The diluted EPS is calculated by adjusting the number of shares for the effects of dilutive vested options and other dilutive potential ordinary shares. | | 2025 | 2024 | | --- | --- | --- | | | € | € | | Loss attributable to the ordinary equity holders of the Company used in calculating earnings per share: | (628,605) | (504,887) | | Weighted average number of shares | 36,581,014 | 29,941,005 | | Potential diluted weighted average number of shares | 49,840,168 | 44,840,746 | | Basic EPS | (0.02) | (0.02) | | Diluted EPS | (0.01) | (0.01) | # 13. Intangible assets | | Exploration & Evaluation Assets | | --- | --- | | Cost | € | | At 1 April 2023 | 827,692 | | Additions external | 214,750 | | At 31 March 2024 | 1,042,441 | | Additions external | 55,016 | | At 31 March 2025 | 1,097,457 | | | Development expenditure | | --- | --- | | Accumulated amortisation and impairment | € | | At 1 April 2023 | 659,813 | | Charge for the year owned | - | | At 31 March 2024 | 659,813 | | Charge for the year owned | 12,000 | | At 31 March 2025 | 671,813 | Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC Net book value € At 1 April 2023 167,879 At 31 March 2024 382,628 At 31 March 2025 425,644 At the beginning of the year the Company held six licences which cover areas in Co. Limerick, and Co. Tipperary. Additional expenditure on these licences during the year amounted to €55,016 (2024: €214,750). Five of the six licences were still held by the Company at the end of the year, and the Company had indicated to the Department of the Environment, Climate and Communications it's intention to surrender one licence in Co. Tipperary. # 14. Trade and other receivables | | 2025 | 2024 | | --- | --- | --- | | | € | € | | Other receivables | 42,228 | 72,858 | | Total trade and other receivables | 42,228 | 72,858 | # 15. Trade and other payables | | 2025 | 2024 | | --- | --- | --- | | | € | € | | Trade payables | 60,281 | 24,465 | | Accruals | 154,604 | 29,699 | | Other payables tax and social security payments | 114,277 | 115,500 | | Total trade and other payables | 329,163 | 169,764 | It is the Company's normal practice to agree terms of transactions, including payment terms, with suppliers and provided suppliers perform in accordance with the agreed terms, it is the Company's policy that payment is made between 30 — 45 days. # 16. Share capital Authorised | | 2025 | 2025 | 2024 | 2024 | | --- | --- | --- | --- | --- | | | Number | € | Number | € | | Shares treated as equity | 200,000,000 | 2,000,000 | 200,000,000 | 2,000,000 | Issued and fully paid | Ordinary Shares of €0.01 each | Number | Share Capital | Share Premium | | --- | --- | --- | --- | | | | € | € | | As at 1 April 2023 | 27,755,664 | 277,557 | 2,045,611 | | Shares issued during the year | 7,099,323 | 70,993 | 406,840 | Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC | Share issue expenses | | | (10,380) | | --- | --- | --- | --- | | As at 31 March 2024 | 34,854,987 | 348,550 | 2,442,071 | | Shares issued during the year | 6,000,000 | 60,000 | 655,887 | | Share issue expenses | - | - | (19,015) | | As at 31 March 2025 | 40,854,987 | 408,550 | 3,078,943 | ## Movements in Share Capital On 6 December 2024, the Company issued £366,544 Non-Interest Bearing Unsecured Convertible Loan Notes 2024, convertible to 3,665,440 ordinary shares of €0.01 each, at a price of £0.10, on or before 31 December 2024. On 17 December 2024, the company converted £600,000 of convertible loan notes into 6,000,000 new ordinary shares of €0.01 each, at a price of £0.10 each. ## 17. Reserves ### Share premium The share premium reserve comprises of a premium arising on the issue of shares. Share issue expenses are deducted against the share premium reserve when incurred. ### Called up share capital The called up ordinary share capital reserve comprises of the nominal value of the issued share capital of the company. ### Retained earnings Retained deficit comprises of accumulated profits and losses incurred in the current and prior years. ### Share based payment reserve The share payment reserve arises on the grant of share options as outlined in Note 18. ### Other Reserve The other reserve arises on the fair value valuation of the warrants and options, using the Black Scholes model as outlined in Note 18. The initial recognition of the fair value of the warrants and options has been recognised in the Statement of Comprehensive Income. Annual Report and Financial Statements for the Year ended 31 March 2025 --- # Unicorn Mineral Resources PLC # 18. Warrants and Options ## Warrants | | Year to 31 March 2025 | | Year to 31 March 2024 | | | --- | --- | --- | --- | --- | | | Number of Warrants | Weighted average exercise price in pence | Number of Warrants | Weighted average exercise price in pence | | Outstanding at beginning of year | 11,001,000 | £0.10 | 11,001,000 | £0.10 | | Granted during the year | - | - | - | - | | Expired during the year | - | - | - | - | | Exercised during the year | - | - | - | - | | Outstanding and exercisable at the end of the year | 11,001,000 | £0.10 | 11,001,000 | £0.10 | At 1 April 2024 there were Warrants unexercised for a total of 11,001,000 Ordinary shares at a strike price of £0.10. During the year, the Company did not issue any new Warrants. At the balance sheet date of 31 March 2025 there were Warrants unexercised for a total of 11,001,000 Ordinary shares, which expire between 19 October 2026 and 27 October 2027. ## Options | | Year to 31 March 2025 | | Year to 31 March 2024 | | | --- | --- | --- | --- | --- | | | Number of Options | Weighted average exercise price in pence | Number of Options | Weighted average exercise price in pence | | Outstanding at beginning of year | 4,000,901 | £0.0861 | 3,700,000 | £0.0504 | | Granted during the year | - | - | 1,742,747- | £0.1320- | | Expired during the year | - | - | - | - | | Exercised during the year | - | - | 1,441,846 | £0.05 | | Outstanding at the end of the year | 4,000,901 | £0.0861 | 4,000,901 | £0.0861 | | Exercisable at the end of the year | 2,258,154 | £0.0507 | 2,258,154 | £0.0507 | At 1 April 2024 there were unexercised vested Options for 2,258,154 Ordinary shares at an average strike price of £0.0507. There were additional unvested Options for 1,742,747 Ordinary shares at an average strike price of £0.1320. During the year, no options were granted, vested, exercised or expired. At the balance sheet date of 31 March 2025 there were unexercised Options for 2,258,154 Ordinary shares, which expire between 27 October 2028 and 31 March 2030. There were a further 1,742,747 unvested options which expire on 14 December 2030. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Share based payments The Company plan provides for a grant price equal to the average quoted market price of the ordinary shares on the date of grant. Equity-settled share-based payments are measured at fair value at the date of grant. 3,342,747 of the Options have been issued to directors, as set out below. | Director | Options | Exercise Price | Date of Grant | Expiry Date | | --- | --- | --- | --- | --- | | Patrick Doherty | - | - | - | - | | Jason Brewer^{1} | 1,742,747 | £0.06-£0.20 | 14 Dec 2023 | 14 Dec 2030 | | John O'Connor | 600,000 | £0.05 | 28 Oct 2021 | 27 Oct 2028 | | David Blaney | 900,000 | £0.05 | 28 Oct 2021 | 27 Oct 2028 | | Antony Legge | 100,000 | £0.065 | 29 Mar 2023 | 28 Mar 2030 | Note 1 Jason Brewer has been granted options over 1,742,747 shares with an exercise period of seven years, which had not vested at the balance sheet date of 31 March 2025. Using the Black Scholes valuation, the fair value of the vested share based payments as at 31st March 2025 was €19,623 (2024: €57,343). # Valuation of Options and Warrants The fair value of Warrants and vested Options is measured by use of the Black-Scholes valuation. The Company does not value the unvested options until they vest. The Company has been making a provision for the fair value of Warrants and vested Options since the Company's listing on the London Stock Exchange on 27 October 2022. Using the Black Scholes valuation, the fair value of the Warrants as at 31 March 2025 was €1,922 (2024:€20,721) and the fair value of the vested Options was €27,843 (2024:€81,378), of which €19,623 (2024:€57,343) relates to the vested Options issued to the Directors and €8,220 (2024:€24,035) for the non-director Options. The €19,623 (2024:€57,343) fair value of the vested Director Options and the fair value of the Warrants and vested non-directors options of €10,142 (2024:€44,756) has been recognised in the Statement of Other Comprehensive Income. # 19. Notes supporting statement of cash flows | | 2025 | 2024 | | --- | --- | --- | | | € | € | | Cash at bank and on hand | 586,898 | 642,788 | | Cash and cash equivalents in the statement of financial position | 586,898 | 642,788 | # 20. Financial Instruments and Financial Risk Management The Company's principal financial instruments comprise cash and cash equivalents. The main purpose of these financial instruments is to provide finance for the Company's operations. The Company has various other financial assets and liabilities such as receivables and trade payables, which arise directly from its operations. It is, and has been throughout 2025 and 2024, the Company's policy that no trading on derivatives be undertaken. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC The main risks arising from the Company's financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate risk and capital risk. The board reviews and agrees policies for managing each of these risks which are summarised below. ## Foreign currency risk The Company undertakes certain transactions denominated in foreign countries. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts where appropriate. At the year ended 31 March 2025 and 31 March 2024, the Company had no outstanding forward exchange contracts. ## Credit Risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. As the Company does not, as yet, have any sales to third parties, this risk is limited. The Company's financial assets comprise receivables and cash and cash equivalents. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The Company's exposure to credit risk arise from default of its counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents in its consolidated balance sheet. The Company does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Company defines counterparties as having similar characteristics if they are connected entities. ## Liquidity risk management Liquidity risk is the risk that the Company will not have sufficient funds to meet liabilities. Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Company's short, medium, and long-term funding and liquidity management requirements. The Company manages liquidity by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Cash forecasts are regularly produced to identify the liquidity requirements of the Company. To date, the Company has relied on shareholder funding and loan arrangements to finance its operations. The expected maturity of the Company's financial assets (excluding debtors and prepayments) as at 31 March 2025 and 31 March 2024 was less than one month. The Company expects to meet its other obligations from operating cash flows with an appropriate mix of funds and equity investments. The Company further mitigates liquidity risk by maintaining an insurance programme to minimise exposure to insurable losses. The Company had no derivative financial instruments as at 31 March 2025 and 31 March 2024. ## Interest rate risk The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's holdings of cash and short-term deposits. It is the Company's policy as part of its disciplined management of the budgetary process to place surplus funds on short-term deposit in order to maximise interest earned. Annual Report and Financial Statements for the Year ended 31 March 2025 --- C Unicorn Mineral Resources PLC # Capital Risk Management The primary objective of the Company's capital management is to ensure that it maintains a healthy capital ratio in order to support its business and maximise shareholder value. The capital structure of the Company consists of issued share capital, share premium and reserves. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. No changes were made in the objectives, policies or processes during the years ended 31 March 2025 and 31 March 2024. The Company's only capital requirement is its authorised minimum capital as a plc. # 21. Going concern The Company incurred a loss for the financial year of €628,605 (2024: loss €504,887) and the Company had net current assets of €289,822 (2024: net current assets €229,956) at the Statement of Financial position date leading to concern about the Company and Company's ability to continue as a going concern. The Company had a cash balance of €586,898 (2024: €642,778) at the Statement of Financial Position date. The directors have prepared cashflow projections and forecasts for a period of not less than 12 months from the date of this report which indicate that the company will require additional funding for working capital requirements and developing existing and new projects. As the company is not revenue or cash generating it relies on raising capital from the public market As in previous years the Directors have given careful consideration to the appropriateness of the going concern basis in the preparation of the financial statements and believe the going concern basis is appropriate for these financial statements. The financial statements do not include any adjustments that would result if the Company was unable to continue as a going concern # 22. Post balance sheet events There were no material post balance sheet events affecting these Financial Statements. # 23. Approval of financial statements The financial statements were approved by the board of directors on 5 August 2025. Annual Report and Financial Statements for the Year ended 31 March 2025