![]() Company Registration No. 13025608 (England and Wales) EAST STAR RESOURCES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CONTENTS Directors Mr Alexander (“Sandy”) Barblett – Non - Executive Chairman Mr Alexander Walker – Chief Executive Officer and Executive Director Mr Christopher van Wijk – Technical Director Mr Anthony Eastman – Non-Executive Director Company Secretary Orana Corporate LLP Company number 13025608 Registered office & place of operations Eccleston Yards 25 Eccleston Place London SW1W 9NF Independent Auditors Kreston Reeves Audit LLP 2 nd Floor 168 Shoreditch High St London E1 6RA Broker Si Capital Limited 46 Bridge Street Godalming, Surrey GU7 1HL Registrars Share Registrars Limited 27/28 Endcastle Street London W1W 8DH Financial Public Relations Vigo Consulting 78-79 New Bond Street London W1S 1RZ Bankers Alpha FX 2 Eastbourne Terrace London WC 6LG Website www.eaststarplc.com ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CONTENTS Page Chairman’s s tatement 3 Key personnel 6 Strategic report 7 Directors’ report 1 5 Directors’ remuneration report 1 9 Corporate governance report 23 Independent auditors’ report 2 8 Consolidated statement of comprehensive income 42 Consolidated statement of financial position 43 Company statement of financial position 44 Consolidated statement of changes in equity 4 5 Company statement of changes in equity 4 6 Consolidated statement of cashflows 4 7 Company statement of cashflows 4 8 Notes to the financial statements 49 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 3 Introduction I am pleased to present the annual report for East Star Resources PLC (the "Company", the “Group” or "East Star") for the year ended 31 December 2025. This was a transformational year culminating in:  a US$25 million earn-in and joint venture agreement with a subsidiary of Endeavour Mining PLC (LSE: EDV/TSX: EDV) ("Endeavour"), one of the world's leading gold producers and a constituent of the FTSE 100 Index, for gold exploration;  a staged farm-in agreement with Hong Kong Xinhai Mining Services Limited ("Xinhai") for the development of the Verkhuba Copper Deposit (“Verkhuba”); and  a £1.8 million strategic investment by Endeavour, comprising a share subscription and convertible loan note, taking Endeavour's holding to 14.3% on conversion in February 2026. These agreements represent a step change in the Company’s trajectory, validating our exploration capabilities, asset base and personnel, while providing a clear pathway toward development and discovery at scale. Operationally, we drilled high priority Volcanogenic Massive Sulphide (“VMS”) copper targets and secured additional VMS and porphyry licences. Review of Operations VMS Copper Verkhuba Copper Deposit With 20.3Mt at 1.16% copper, 1.54% zinc and 0.27% lead, and copper prices rising considerably, Verkhuba is a cornerstone asset. During 2025, we undertook multiple drilling programmes designed to define and extend known mineralisation beyond the current resource envelope. Several newly identified ore-intersections included encouraging grades such as 0.7m at 2.94% Cu and 4.0m at 0.69% Cu, as well as zinc-rich intervals. Deeper zinc‑copper and additional shallow copper mineralisation was intersected reinforcing Verkhuba’s value in our portfolio. In December, East Star signed a staged farm-in joint venture agreement with Xinhai, a privately owned, global process engineering and contracting company that specialises in providing engineering design, procurement, construction services and contract mining services to the mining industry. Under the agreement, Xinhai may earn up to a 70% interest in Verkhuba through a five-stage investment programme through to production estimated at US$65 million, including funding for feasibility work and development expenditure. East Star will be fully carried. The Board considers that these advances continue to move Verkhuba closer to development whilst retaining meaningful upside for shareholders through our retained 30% interest, and 100% of neighbouring prospects. Rulikha At nearby Rulikha, the digitisation process of historical data demonstrated outstanding grades, including an 81.2m ore grade interval, within East Star's licence area and proximal to a distinct electromagnetic anomaly and three Induced Polarisation ("IP") anomalies to the north and northeast of these intersections. Follow-up induced IP surveys further refined our priority targets and extended the mineralised footprint. Subsequent drilling intersected additional zones of copper mineralisation. In October 2025, East Star was awarded a new exploration licence encompassing the remaining part of the IP anomaly north of the Rulikha deposit. The entire IP anomaly at Rulikha is now under 100% ownership by East Star. In November 2025, we announced a significant independent JORC-compliant Exploration Target for the Rulikha deposit, underlining its potential to become a major copper asset within the Rudny Altai VMS belt. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 4 The estimate contains an upper limit of 23Mt at 2.4% copper equivalent for over 550,000 tonnes of contained copper, constrained by an open pit - nearly double the copper equivalent metal of Verkhuba. We look forward to updating shareholders on future exploration activities. Porphyry Exploration Porphyry systems represent a compelling strategic complement to East Star’s VMS focus. In November, East Star was awarded two new porphyry licences, derived from work conducted as part of the BHP Xplor programme in 2024. The Piket and Judzha projects, cover prospective terrain within recognised metallogenic belts of Kazakhstan. These licences were secured following detailed evaluation of regional geological datasets which identified features characteristic of fertile porphyry corridors. These licences lie outside the joint venture area of interest with Endeavour, as the targeting focus is on copper–gold porphyry systems rather than gold projects. Field teams have commenced compilation of historical data and intend to complete detailed archival review over the winter to inform a programme of geochemical and mapping work ahead of drilling in 2026. Sedimentary Copper Exploration Considering the Company’s new joint ventures it has decided to focus time and resources on VMS and porphyry copper, and orogenic gold. As such, the Company does not intend to pursue further its greenfield sediment-hosted copper exploration strategy in the Teniz Basin with Getech at this time. The Board is grateful to Getech for its technical work on this strategy to date and has formally ceased the Joint Venture. Gold Gold Exploration including JV with Endeavour The Company continued to advance its gold exploration programme, with an initial focus on the Snowy licence. During 2025, additional satellite spectral data supported the existence of a large gold in soil anomaly at Snowy, approximately 4km by 1km in extent, which was interpreted as a significant epithermal gold target worthy of follow‑up work. In October 2025, further field work comprising detailed mapping and rock chip sampling was completed over the Snowy target. Rock chip samples returned gold values of up to 1.44g/t at surface, with the prospective vein system traced over at least 100m of strike and remaining open to the north. Based on the surface geology and geochemistry observed, we have updated our deposit model to a low‑sulphidation epithermal system, reflective of geological characteristics seen at significant gold deposits elsewhere in the world. Work planned for 2026 includes detailed mapping and sampling over the vein system and a ground geophysical survey to inform future drill planning. A transformative milestone for the Company in 2025 was the signing of a binding US$25 million earn-in and joint venture agreement with Endeavour for the exploration and development of gold projects in Kazakhstan. This agreement represents a strategic partnership with a globally recognised gold producer and provides East Star with unparalleled access to capital, technical expertise, and exploration capabilities. Under the terms of the agreement, Endeavour may invest over US$25 million in staged exploration expenditure to earn up to an 80% interest in the joint venture vehicle. An initial two-year phase provides for US$5 million of committed expenditure to earn a 51% interest, with subsequent staged investments increasing Endeavour’s interest upon continued funding and project advancement. East Star will retain a meaningful minority interest throughout and, upon full earn-in, a 20% stake. East Star will receive bonus payments linked to any future maiden JORC resource and Preliminary Feasibility Study. This partnership materially de-risks East Star’s gold exploration strategy while simultaneously providing significant discovery upside potential for shareholders alongside a top 10 global gold producer. By aligning with Endeavour, East Star gains the opportunity to fast-track the advancement of gold targets, potentially ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 5 unlocking transformative value from the Company’s Kazakhstan portfolio. The Board views this joint venture as a defining moment in East Star’s evolution and a strong validation of our exploration strategy. Corporate Activities During 2025, East Star conducted several capital raising initiatives to support exploration. In June, the Company raised over £0.62 million from a subscription and oversubscribed retail offer, including the participation again of directors. Towards the end of the Year, Endeavour committed a £1.8 million strategic investment in East Star, comprising a £96,600 share subscription and a £1,711,000 unsecured convertible loan note ("CLN"). The £1,711,000 of CLN proceeds were received in cash in January 2026, with the CLN subsequently converting in full into ordinary shares on 10 February 2026, resulting in the gold major owning 14.3% of the Company today. Key Financial Indicators  Cash and cash equivalents at year-end were £442,000 (2024: £678,000)  Loss before taxation for the year was £2,301,000 (2024: £1,102,000)  The Group held net assets at year-end of £2,435,000 (2024: £3,155,000)  The Group held total assets at year-end of £4,428,000 (2024: £3,271,000) Outlook East Star began 2026 on a strong footing with external funding from Endeavour to commence epithermal gold exploration, an agreement with Xinhai to fund Verkhuba through to development with no cost to East Star, a large VMS exploration target 100% owned by East Star, and a healthy balance sheet to support exploration outside of our joint venture strategies. Key near-term workstreams include:  Ground electromagnetic surveys for massive sulphides at the Rulikha and Talovskoye targets  Follow-up drilling of the Rulikha and Talovskoye targets  Establishment of the JV company with Xinhai to advance Verkhuba Stage 1 with associated resource definition drilling  Geochemical work to advance targeting porphyry and gold prospects at Piket, Judzha and Snowy On behalf of the Board, I would like to congratulate our excellent team. That East Star has been able to attract partners and investors such as Endeavour and Xinhai is a function not only of the Company’s existing and potential future projects, but of the quality of the exploration team generating and advancing opportunities, with skill and in-country knowledge. Kazakhstan’s rich endowment of copper and gold, combined with favourable infrastructure and mining- friendly conditions, positions East Star to capitalise on favourable macroeconomic trends for these metals. With multiple high-priority VMS, porphyry, and epithermal gold projects or targets, robust commodity market fundamentals, and the backing of globally recognised mining partners, East Star is well positioned to deliver discoveries and developments. …………………………………. Sandy Barblett Non-Executive Chairman 11 May 2026 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 KEY PERSONNEL FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 6 Key personnel of the Group are comprised of the Directors: Alexander Walker, Age 41 - Chief Executive Officer Alex Walker is an investment banker and resources executive with more than 15 years’ experience in natural resources investment with Norwegian Bank, Pareto Securities, London-based investment bank, Brandon Hill Capital and Australian broking firm Patersons Securities. Mr. Walker co-founded Discovery Ventures Kazakhstan, the unlisted Company acquired by East Star Resources PLC. He also co-founded and was the General Manager of ASX listed ScandiVanadium Ltd. Mr. Walker holds a MSc in Mineral and Energy Economics from Curtin University of Technology, Graduate Diploma of Applied Finance, BComm, BSocSci, and is a Graduate of the Australian Institute of Company Directors. Alexander (“Sandy”) Barblett, Age 59 - Non-Executive Chairman Sandy Barblett has over 20 years’ experience working with private and public listed international companies. He sits as a director and advises companies both private and listed on AIM and the ASX in relation to raising private equity and general fund raising, admission onto public markets, strategy and management selection. Additionally, he has previously held senior leadership roles within the technology sector, most notably with former FTSE 250 company Pace PLC. Mr. Barblett has a Bachelor of Business from Curtin University of Technology in Perth, Australia and a Bachelor of Law from the University of Queensland; he previously worked for Minter Ellison as a solicitor. Anthony Eastman, Age 51 – Non-Executive Director Anthony Eastman is a member of the CAANZ and ICAEW and a Partner at Orana Corporate LLP. Mr. Eastman has a number of years’ experience in financial management and corporate advisory services, primarily in the natural resources sector, along with extensive experience in the public company environment, having been a director and company secretary of a number of ASX and UK listed junior mining and oil & gas focused companies. He has previously worked with Ernst & Young and CalEnergy Gas Ltd, a subsidiary of the Berkshire Hathaway Group of Companies in both Australia and the United Kingdom. Christopher van Wijk, Age 44 – Technical Director Chris van Wijk is an experienced geologist, who specialises in project evaluation and project generation. Mr. van Wijk brings to his role in East Star a wealth of relevant experience including base metal and gold exploration in Africa, Europe, the Americas and Australia as well as joint venture management and project evaluation for major mining companies including BHP, IAMGOLD, First Quantum Minerals and Fortescue Metals Group. Mr. van Wijk has managed various successful exploration projects including the Scoping Study at Mount Nimba in Guinea for BHP Billiton and the resource drilling at First Quantum’s Sentinel Project in Zambia. Mr. van Wijk has a Master of Science in Ore Deposit Geology from the University of Western Australia and is a member of the AUSIMM. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 7 The Directors present their strategic report for the year ended 31 December 2025 for the Company and all its subsidiaries collectively referred to as “the Group”. Review of the business A review of the Group's business, financial performance and key activities during the year, together with the principal risks and uncertainties, future developments and key financial indicators, is set out in the Chairman's Statement on pages 3 to 5 and the sections of this Strategic Report below, which together constitute the Strategic Report. The principal activity of the Group during the year was the exploration and evaluation of mineral resources in Kazakhstan, with a focus on copper and gold. The Group held 8 active exploration licences at 31 December 2025. Key financial indicators for the year were:  Loss before taxation: £2,301,000 (2024: £1,102,000)  Cash and cash equivalents at year-end: £442,000 (2024: £678,000)  Total assets at year-end: £4,428,000 (2024: £3,271,000)  Net assets at year-end: £2,435,000 (2024: £3,155,000) Principal risks and uncertainties There are a number of risks associated with entities focused on natural resources exploration, particularly in Central Asia. The Board regularly reviews the risks to which the Company is exposed and endeavours to minimise them as far as possible. They consider the following risks are of relevance to the Company’s activities. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. Political and country risk Kazakhstan has continued to grow in popularity as a destination for foreign direct investment across mining and other sectors, cementing its position as the leading investment hub in Central and Northern Asia. Tourism infrastructure continues to develop, with more than 75 countries now benefiting from visa-free travel arrangements. Kazakhstan recorded a foreign direct investment inflow of $15.7 billion in 2024, marking an 88% increase over 2023 and the highest figure in its post-Soviet history. As of January 2025, Kazakhstan’s total stock of FDI stood at $166 billion according to the National Bank of Kazakhstan, with the United States remaining one of its largest foreign investors. The European Bank for Reconstruction and Development has also grown its exposure significantly, with investment rising from €600 million in 2020 to a projected €1.2 billion in 2025. In October 2024, the Government of Kazakhstan approved its Concept of Investment Policy 2024–2029, setting an ambitious target of attracting at least $150 billion in FDI and launching a national digital investment platform enabling investors to submit permits online without direct government interaction. A notable geopolitical development during 2025 was the signing of a memorandum of understanding between Kazakhstan and the United States government in the field of critical minerals in November 2025, reflecting Kazakhstan’s growing strategic importance as a source of minerals for Western supply chains. Kazakhstan’s government is actively positioning the country as a preferred alternative source of strategic and critical metals amid global supply chain realignment. On the regulatory front, the National Geological Service had digitised 83% of geological archives — including Soviet-era surveys — by December 2025, with plans to complete digitisation of all geological data by 2026, ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 8 an initiative designed to unlock historical exploration insights for investors and drive new exploration activity. A new tax code came into force on 1 January 2026 which transitions to a royalty-based system for greenfield projects, differentiated by processing level, and the MINEX Kazakhstan 2026 forum noted the opening of the entire territory for subsoil use rights. The government’s aim to increase the area of geological exploration by 680,000 sq. km by 2026, alongside approximately $1 billion in private sector investment attracted into the minerals sector over the past five years, underscores the depth of international confidence in Kazakhstan as an exploration destination. New foreign exploration companies entering Kazakhstan include: • 2021: East Star, Fortescue Metals Group, Arras and IG Global • 2023: First Quantum, Sarytogan Graphite • 2024: Barrick, B2Gold, Eremet, Laramide, BHP (via the Xplor programme, including East Star) • 2025: Endeavour Mining (via JV with East Star) and Ivanhoe Mines • 2026: Further major international investors are expected as the territory opens fully for subsoil use rights under the new regulatory framework The ongoing conflict between Russia and Ukraine continues to be monitored carefully given Kazakhstan’s shared border with Russia. Kazakhstan has been diligent in ensuring it does not become subject to secondary sanctions and its government has pursued a deliberate multi-vectoral foreign policy to maintain relationships across East and West. Groups such as Solidcore (formerly Polymetal) and KAZ Minerals have continued to separate their Russian and Kazakhstani assets into distinct entities and have committed significant new capital to downstream processing within Kazakhstan to remove dependency on Russian processing infrastructure. The US–Kazakhstan critical minerals MOU signed in November 2025 is a further signal of Kazakhstan’s strategic pivot towards Western partnerships. The Board does not consider the current geopolitical environment to present a material operational risk to the Group’s Kazakhstan activities at this time but will continue to monitor developments closely. Exploration and development risks There is a high degree of risk associated with mineral exploration and development, which can be highly speculative. The economics of developing mineral properties are affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in the price of the minerals being mined, fluctuations in exchange rates, costs of development, infrastructure and processing equipment, and such factors as government regulations including those relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. In addition, the grade of mineralisation ultimately mined may differ from that indicated by drilling results and such differences could be material. As a result of these uncertainties, there can be no guarantee that mineral exploration and development of any of the Company’s investments will result in profitable commercial operations. The Group mitigates this risk through the quality of its technical team, the application of modern geophysical techniques, and by advancing multiple exploration strategies across different geological play-types and licence areas simultaneously. Industry-specific risks The natural resources sector is inherently tied to the performance of the global economy and, in particular, fluctuations in the price of global commodities. As a result, segments of the natural resources sector could be affected by changes in general economic activity levels and other changes beyond the Company’s control. The Company will be unable to control the prices for commodities, which may adversely affect its business, ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 9 results of operations, financial condition or prospects. The Board notes however that copper, the Group’s primary target commodity, continues to trade at elevated levels — at approximately US$12,677 per tonne as of March 2026 — underpinned by a widely predicted structural supply deficit driven by the global energy transition. The Directors consider this macro backdrop to be supportive of the Group’s strategy. Government regulation risk The mineral exploration and development activities undertaken by the Company are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Exploration and development activities may also be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploration and production, price controls, export controls, currency availability, foreign exchange controls, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental and other non-governmental organisations, limitations on foreign ownership, expropriation of property, ownership of assets, environmental legislation, labour relations, limitations on repatriation of income and return of capital, limitations on mineral exports, high rates of inflation, increased financing costs, and site safety. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development or future potential production. Amendments to current laws and regulations governing operations and activities of mining or more stringent implementation thereof could have a substantial adverse impact on the Company. East Star is a founding member of the Kazakhstan Chamber of Mines, and its CEO, Alex Walker, is a founding Director. The Chamber was established to foster productive and open dialogue between industry and the Government on laws affecting the sub-soil sector. Notable members include Rio Tinto, Fortescue Metals Group, KAZ Minerals, Eramet and a number of other local and international explorers and developers. This membership provides the Company with a degree of influence and early visibility over potential regulatory changes. Permitting risk The Company’s operations are subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for future operations. Management believes it has received the necessary permits for current operations. Prior to any development on any tenements, the Company must receive permits from appropriate governmental authorities and private parties. There can be no assurance that the Company will obtain and/or continue to hold all permits necessary to develop or continue operating at any particular tenement. The Group notes that the planned incorporation of the Xinhai Mining joint venture company within the Astana International Financial Centre and the transfer of the relevant licence into the joint venture company will require the necessary regulatory and governmental approvals in Kazakhstan. Management is actively progressing these steps and does not currently anticipate material delays. Environmental and other regulatory requirement risk A breach of environmental or regulatory requirements may give rise to reputational, financial or other sanctions. The Board considers these risks seriously and designs, maintains and reviews its policies and processes so as to mitigate or avoid them. The Company has an in-house environmental manager specifically responsible for maintaining and monitoring the Group’s legal and environmental obligations. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 10 The Group’s exploration licences in Kazakhstan, renewed in 2024, confirmed that the primary obligation to restore land plots disturbed by exploration activities rests with the licence holder. The Group has assessed its rehabilitation and restoration obligations in accordance with IAS 37 — Provisions, Contingent Liabilities and Contingent Assets and has concluded that no provision is required as at 31 December 2025. Further detail is provided in Note 11. Financing risk The development of the Company’s tenements and its ability to earn into projects will require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on any or all of the Company’s tenements, or even a loss of tenement interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. The Board notes that the strategic investment by Endeavour Mining PLC during FY25, together with the fully- carried structure of the Xinhai Mining joint venture agreement — under which Xinhai will bear 100% of costs from resource definition drilling through to commissioning — materially reduces the Group’s near-term financing risk with respect to the Verkhuba Copper Deposit. East Star is fully carried to production and will hold a 30% interest in the producing mine at no further cost to the Company. Foreign currency risk Fluctuations in currency exchange rates, principally between the British pound, US Dollar and Kazakhstan Tenge, can impact the Company’s earnings and cash flows. If the value of the Tenge or US Dollar increases relative to the British pound, the Company’s results of operations, financial condition and liquidity could be materially adversely affected. The Group monitors its currency exposures regularly and holds the majority of Group funds in Sterling through its forex platform. Market conditions Market conditions, including general economic conditions and their effect on exchange rates, interest rates and inflation rates, may impact the ultimate value of the Company regardless of its operating performance. The Company also faces competition from other organisations, some of which may have greater resources or are more established in Kazakhstan. The Board considers and reviews all market conditions to try and mitigate any risks that may arise. The Board notes that the current copper price environment, at levels above US$12,000 per tonne, and the increasing strategic interest from major mining companies in Kazakhstan, evidenced by the participation of Endeavour Mining, Barrick, and Ivanhoe Mines in the jurisdiction, is supportive of the Group’s asset base and development strategy. Key personnel risk The Company has a small management team and the loss of a key individual or the inability to attract suitably qualified personnel could materially and adversely affect the Company’s business. The Company has proactively developed greater depth of expertise to build redundancy. The Group has a Technical Director and a qualified East Region exploration manager, and has expanded its team as a result of the BHP Xplor programme and the advancement of the Xinhai and Endeavour Mining joint ventures. The long-term incentive plan implemented in FY23 and extended in FY25 is designed to retain and incentivise key personnel over the medium term. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 11 Joint Venture and Partner Risk The Group has entered into two significant joint venture agreements during and subsequent to FY25, with Endeavour Mining PLC and with Hong Kong Xinhai Mining Services Limited. Joint venture arrangements carry inherent risks including the potential for disagreement between partners on strategy, funding or operations, the financial capability of partners to meet their obligations, and delays in satisfying agreed milestones. The Board mitigates these risks through the negotiation of clearly documented joint venture agreements, the selection of established and well-capitalised partners, and ongoing monitoring of partner obligations and milestone progress. Section 172 Statement Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Group’s employees and other stakeholders, the impact of its activities on the community, the environment and the Group’s reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Group for its members in the long term. We aim to work responsibly with our stakeholders, including suppliers. The key Board decisions made during the period and post-period end are set out in the Chairman’s statement and include: the oversubscribed share subscription and WRAP Retail Offer completed in June 2025; the strategic investment by Endeavour Mining PLC and the issue of the convertible loan note in December 2025; the conversion of the loan note into equity in February 2026; and the formalisation of the joint venture agreement with Xinhai Mining Services Limited for the development of the Verkhuba Copper Deposit in March 2026. Gender analysis A split of our employees and directors by gender during the year is shown below: Male Female Directors 4 - Employees 4 5 The Group is committed to gender equality as evidenced by its fair distribution of genders in its workforce. Corporate social responsibility We aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards. Greenhouse Gas (GHG) Emissions The Group is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. Before work can commence on an awarded exploration licence, the total amount of emissions and the total amount of permitted work (drilling metres, sampling etc.) is approved by the Government of Kazakhstan. As part of its operations, each licence is required to report quarterly on the environmental impact, including emissions during that quarter. The Company manages these reports to ensure approved emission limits are not exceeded. The Group has not made separate disclosures relating to energy consumption and efficiency as the entity consumed less than 40,000 kWh of energy during the period. The Board is aware that as operations expand — particularly with the anticipated commencement of resource definition drilling at Verkhuba under the ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 12 Xinhai joint venture in 2026 — energy consumption will increase and additional reporting may become appropriate in future periods. Health and Safety We strive to create a safe and healthy working environment for the wellbeing of our staff and to foster a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Group. We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Group and their own potential. Certain staff members undertake training in Kazakhstan for workplace safety, with certificates awarded upon completion. The Group had no reportable health and safety incidents during the year. Future developments The Company has made significant strategic progress during FY25 and into 2026, and is now well positioned to transition from pure exploration toward resource development and, in the case of Verkhuba, production. The key developments shaping the Group’s outlook are as follows. Verkhuba Copper Deposit — Xinhai Mining Joint Venture Subsequent to the year end, on 19 March 2026 the Group formalised a joint venture agreement with Hong Kong Xinhai Mining Services Limited (“Xinhai”), a global EPC company that has completed more than 500 contracts globally, to take the Verkhuba Copper Deposit into production. Xinhai will bear 100% of costs from resource definition drilling through to commissioning, earning up to a 70% interest in the joint venture company, with East Star retaining a 30% interest in the producing mine at no further cost to the Company. Xinhai’s estimated total investment is approximately US$65 million. Resource definition drilling is targeted to commence by June 2026. The Verkhuba deposit has a current JORC Inferred Resource of 20.3Mt at 1.16% copper, 1.54% zinc and 0.27% lead. The farm-in will proceed in five stages: Stage Milestone Xinhai obligation Resulting shareholding (Xinhai / East Star) 1 Establishment of JVCo & Initial Funding Invests A$1.5 million for resource definition drilling 15% / 85% 2 Feasibility Study Completion Funds feasibility study sufficient for Kazakhstan mining licence application 20% / 80% 3 Detailed Engineering Design Funds detailed engineering and design work 30% / 70% 4 Equipment Transfer Transfer of ownership (Bill of Lading) of construction equipment to JVCo 51% / 49% ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 13 5 Project Commissioning Successful commissioning of 1 million tonne per annum capacity mining and processing project 70% / 30% Xinhai will provide all necessary working capital and bear all costs incurred up to commissioning. East Star is fully carried to production. Upon successful commissioning, the JVCo shall assume full operational management responsibility. As of March 2026, copper was trading at approximately US$12,677 per tonne with a widely predicted future supply deficit, and Xinhai’s current anticipated production profile is more than 10,000 tonnes per annum of copper equivalent metal. Endeavour Mining Strategic Partnership In December 2025, Endeavour Mining PLC — a FTSE 100 gold producer and one of the world’s leading gold companies — made a strategic investment of over £1.8 million in East Star, comprising a share subscription of 4,200,000 ordinary shares at £0.023 per share and an unsecured convertible loan note of £1,711,000. The loan note was converted in full into 74,391,304 new ordinary shares in February 2026, bringing Endeavour’s total shareholding to 78,591,304 ordinary shares, representing 14.3% of the Company’s enlarged issued share capital. The partnership also encompasses a $25 million-plus strategic gold exploration joint venture, providing East Star with a well-capitalised partner to advance its epithermal gold and porphyry copper targets across its Balkash-Ili arc licences. Rulikha VMS Deposit East Star retains 100% of its nearby advanced VMS prospects including the Rulikha deposit, independently modelled to contain an upper limit JORC Exploration Target of 23Mt at 2.4% copper equivalent. The Company is progressing the permitting for Rulikha with the aim of commencing exploration in 2026. Copper Porphyry and Epithermal Gold — Snowy Licence The Snowy licence, a 121km² tenement on the Balkash-Ili arc located approximately 150km north of the large Kounrad open pit copper mine, hosts a 4km by 1km epithermal gold anomaly displaying anomalous gold (up to 0.28g/t) and silver (up to 7.2g/t), as well as arsenic, molybdenum and weak mercury in soils. A copper- molybdenum anomaly in the western portion is prospective for a porphyry copper target. Geological mapping is planned at the start of the 2026 field season, followed by an IP survey, with the target expected to be drill-ready in 2026 under the Endeavour Mining joint venture. Outlook The Company will continue to advance its portfolio of copper and gold opportunities in Kazakhstan with the dual objectives of progressing Verkhuba toward production through the Xinhai joint venture, and making new Tier 1 discoveries across its remaining licence portfolio. The Group has made significant progress over the past year: December 2025 drilling at Verkhuba confirmed deep zinc and copper mineralisation and identified a northern extension to the shallow resources, directly informing the 2026 Xinhai work programme; the Endeavour Mining strategic investment was completed and converted to equity in February 2026, cementing a partnership that encompasses a $25 million-plus gold exploration joint venture with US$2.3 million already committed in Stage 1; and the Xinhai joint venture agreement was formalised in March 2026, with Xinhai committing an estimated US$65 million to take Verkhuba to production at no further cost to East Star shareholders. Looking into 2026, ground electromagnetic surveys across two VMS ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 14 targets are being contracted, follow-up drilling on those targets is anticipated in Q2, geochemical results from three Karaganda porphyry and epithermal gold licences — Snowy, Piket and Judzha — are awaited, and permitting for the Rulikha deposit is underway. The Group enters the 2026 field season essentially cash flow neutral at the corporate level, with all material exploration and development expenditure funded by its strategic partners. …………………………… Sandy Barblett Non-Executive Chairman 11 May 2026 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 15 The Directors present their report and financial statements for the year ended 31 December 2025. Principal activities In the 2025 year the Group was primarily concerned with the exploration and exploitation of its 8 mineral licenses held through its various Kazakhstan based subsidiaries. Results The Group recorded a loss for the year ended 31 December 2025 before taxation of £2,301,000 (2024: £1,102,000), which included an impairment charge on exploration assets of £1,286,000 (2024: £62,000). The Company recorded a loss before taxation for the year ended 31 December 2025 of £614,000 (2024: £144,000). Dividends The Directors do not recommend the payment of a dividend (2024: £nil). Directors The following directors have held office during the period and to the date of these financial statements: Sandy Barblett Anthony Eastman Alex Walker Christopher van Wijk Details of the Directors’ holding of Ordinary Shares and Warrants are set out in the Director’s Remuneration Report. Substantial Shareholdings At 11 May 2026, the Company had been informed of the following substantial interests over 3% of the issued share capital of the Company: \* Executive Director of East Star Resources Plc Number of Shares Percentage Holding Endeavour Mining PLC 78,591,304 14.3 Alexander Casey Walker\* 57,323,972 10.4 Ilwella Pty Ltd 53,203,950 9.7 Rainer Heinz Ellmies 25,699,363 4.7 Oberon Investments Limited 23,765,927 4.3 Reedbuck Nominees Pty Ltd 22,699,363 4.1 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 16 Share Capital Details of the Company's issued share capital, together with details of the movements during the year, are shown in Note 19. The Company has one class of Ordinary Share, and all shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. Future developments The Group's future developments and outlook are set out in the Chairman's Statement on pages 3 to 5 and the "Future developments" section of the Strategic Report. Financial risk management The overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the Group's competitiveness and flexibility. Further details regarding the Group's financial risk management policies are referenced in Note 23. Going concern The Directors have assessed the Group's ability to continue as a going concern and are satisfied that it has adequate resources to continue in operational existence for a period of not less than 12 months from the date of approval of these financial statements. Further details of this assessment are set out in Note 2.2. Disclosure and Transparency Rules Details of the Company's share capital and warrants and options are given in Notes 19 and 20 respectively. There are no restrictions on transfer or limitations on the holding of the ordinary shares. None of the shares carry any special rights with regard to the control of the Company. There are no known arrangements under which the financial rights are held by a person other than the holder and no known agreements or restrictions on share transfers and voting rights. As far as the Group is aware there are no persons with significant direct or indirect holdings other than the Directors and other significant shareholders as shown above. The provisions covering the appointment and replacement of Directors are contained in the Company's articles, any changes to which require shareholder approval. There are no significant agreements to which the Company is party that take effect, alter or terminate upon a change of control following a takeover bid and no agreements for compensation for loss of office or employment that become effective as a result of such a bid. Requirements of the Listing Rules The Company is admitted to the equity shares (transition) category of the FCA's Official List and is therefore subject to the UK Listing Rules as applicable to that category. The Directors have reviewed the disclosure requirements of the UK Listing Rules applicable to the Company and confirm that there is no information required to be disclosed in a single identifiable section of this Annual Report or by way of a cross-reference table that has not already been included within this report. Streamlined Energy and Carbon Reporting (SECR) The Group consumed less than 40,000 kWh of energy during the year and accordingly qualifies as a low energy user. The Group has not made separate disclosures relating to energy consumption and efficiency under the Streamlined Energy and Carbon Reporting framework. Further commentary on the Group's environmental impact is set out in the Strategic Report and in the Climate change risk (TCFD) section of the Corporate Governance Report. Political donations The Group did not make any donations to political parties during the year (2024: £nil). ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 17 Directors' indemnity provisions The Group has implemented Directors' and Officers' Liability Indemnity insurance, which remained in place throughout the year and to the date of approval of this report. Events after the reporting period Material events after the reporting period are set out in Note 31 to the consolidated financial statements. Re-appointment of auditors Kreston Reeves Audit LLP have indicated their willingness to continue in office. A resolution to re-appoint Kreston Reeves Audit LLP as auditors and to authorise the Directors to determine their remuneration will be proposed at the forthcoming Annual General Meeting. Disclosure of information to auditors The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's and Group's auditors are unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's and Group's auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. Matters covered in the Strategic report Items required under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be disclosed in the Directors' Report, including a description of principal risks and uncertainties, future developments, and the Group's financial risk management objectives and policies, are set out in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006. Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable laws and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006, and the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Parent Company and of the profit or loss of the Group for that period. In preparing these financial statements the Directors are required to:  Select suitable accounting policies and then apply them consistently;  Make judgements and accounting estimates that are reasonable and prudent;  State whether applicable UK-adopted International Accounting Standards have been followed for the Group financial statements and applicable United Kingdom Accounting Standards have been followed for the Parent Company financial statements, subject to any material departures disclosed and explained in the financial statements; and  Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 18 The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Parent Company, enabling them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website at www.eaststarplc.com. The work carried out by the auditors does not involve consideration of the maintenance and integrity of the website and accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction. On behalf of the Board, this Directors' Report and Statement of Directors' Responsibilities were approved on 11 May 2026. …………………… Sandy Barblett Non-Executive Chairman 11 May 2026 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 19 Remuneration Policies The remuneration policy of the Group is that each Director shall be entitled to a salary per annum from the date of Admission to manage the operations of the Group. The remuneration committee has been appointed to reassess an appropriate level of Directors’ remuneration and it is envisaged that the remuneration policy will assist to attract, retain and motivate Executive Directors and senior management of a high calibre with a view to encouraging commitment to the development of the Group and for long term enhancement of shareholder value. The Board believes that share ownership by Directors strengthens the link between their personal interests and those of shareholders although there is no formal shareholding policy in place. The current Directors’ remuneration comprises a basic fee and a long-term incentive plan at present. Service contracts The Directors entered into Service Agreements with the Company and its subsidiaries and continue to be employed until terminated by the Company or subsidiary. In the event of termination or loss of office the Director is entitled only to payment of his basic salary in respect of his notice period. In the event of termination or loss of office in the case of a material breach of contract the Director is not entitled to any further payment. During the year each Director was paid for directors’ services with the parent company at a rate per annum as follows: Alex Walker £12,000 per annum Sandy Barblett £24,000 per annum Anthony Eastman £24,000 per annum Christopher van Wijk £12,000 per annum Particulars of Directors’ Remuneration Particulars of Directors’ remuneration, including Directors’ warrants which, under the Companies Act 2006 are required to be audited, are given below. Remuneration paid to the Directors’ during the year ended 31 December 2025 was: 2025 Salary (UK) Salary (Kazakhstan) Bonus Benefits Total £'000 £'000 £'000 £'000 £'000 Sandy Barblett 24 — 5 — 29 Anthony Eastman 24 — 5 — 29 Alexander Walker 12 113 40 31 196 Chris van Wijk 12 56 20 — 88 72 169 70 31 342 At its meeting on 29 January 2026, the Remuneration Committee resolved to award bonuses in respect of services rendered by the directors during FY2025. These bonuses, payable in FY2026, recognise the significant work undertaken in advancing the Company’s two joint venture transactions during the year. The ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 20 Committee confirmed that the awards align with the Company’s remuneration framework and support the retention and incentivisation of key personnel. 2024 Salary (UK) Salary (Kazakhstan) Total £'000 £'000 £'000 Sandy Barblett \* 26 — 26 Anthony Eastman \* 26 — 26 Alexander Walker \*, \*\* 13 130 143 Chris van Wijk (appointed 22 January 2024) \*\* 7 77 84 David Minchin (retired 26 June 2024) 4 — 4 76 207 283 \* Each director received an additional months fee in the current year as compensation for the reduction and deferral of fees in the prior year. \*\* £90,000 of CEO, Alexander Walker’s and £77,000 of CTO Chris Van Wijk salary included here has been capitalised as attributable to exploration assets in Kazakhstan. Amounts outstanding at year end was £nil. Bonus and incentive plans On 28 March 2023 the Company implemented a Long-Term Incentive Plan available to employees of the Group, whereby employees are incentivised to remain in the employ of the Group through share options that vest based on service milestones. Bonuses awarded by the Remuneration Committee in respect of FY2025 services are disclosed in the Particulars of Directors' Remuneration table above. Percentage change in the remuneration of the Chief Executive Officer (“CEO”) CEO remuneration has increased in the current year, primarily driven by a £40,000 bonus and £31,000 of other director benefits, partially offset by a £17,000 reduction in Kazakhstan salary. Directors’ interests in shares The beneficial interest of the Directors in the Ordinary Share Capital of the Company at 11 May 2026 were: ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 21 Ordinary Shares # Percentage of issued share capital 11 May 2026 % Sandy Barblett 3,442,976 0. 6 Alexander Walker 57,323,972 10.4 Anthony Eastman 1,369,565 0. 2 Chris van Wijk 870,000 0.2 6 3,006,513 11. 5 The Directors held the following warrants as at 11 May 2026: Director 31 December 2024 Granted during the period Lapsed during the period 16 February 2026 Sandy Barblett - - - - Alexander Walker 1,254,679 - ( 1,254,679 ) - Anthony Eastman 1,399,681 - - 1,399,681 Chris van Wijk - - - - 2,654,360 - (1,254,679) 1,399,681 The Directors held the following options as at 11 May 2026: Director 31 December 2024 Granted during the period Lapsed during the period 16 February 2026 Sandy Barblett 539,855 510,145 - 1,050,000 Alexander Walker 10,898,511 1,601,489 - 1 2,500,000 Anthony Eastman 289,855 510,145 - 800,000 Chris van Wijk - 2,500,000 - 2,500,000 11,728,221 5,121,779 - 16,850,000 UK 10-year performance graph The Directors have considered the requirement for a UK 10-year performance graph comparing the Group's Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful because the Company has only been listed for a relatively short period of time. The Group is not paying dividends and is currently incurring losses and hence the remuneration of Directors is not specifically linked to performance. Therefore, we do not consider the inclusion of this graph to be useful to shareholders at the current time. The Directors will review the inclusion of this table for future reports. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 22 UK 10-year CEO table and UK percentage change table The Directors have considered the requirement for a UK 10-year CEO table. The Directors do not currently consider that including these tables would be meaningful given that the Company has only been listed since January 2022. The Directors will review the inclusion of this table for future reports. …………………… Sandy Barblett Non-Executive Chairman 11 May 2026 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 23 As a Company listed on the equity shares (transition) category of the FCA's Official List, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to ensuring that appropriate standards of corporate governance are maintained, so far as is appropriate given the Enlarged Group’s current stage of development, the size and composition of the Main Board and available resources. The Board will aim to comply with the QCA Guidelines on Corporate Governance (“QCA Guidelines”). The Board has reviewed the recent changes to the code and have assessed their potential impact on the management of the Group. The QCA Code has ten principles of corporate governance that the Group applies to establish the governance foundations of the business. These principles are: 1. Establish a purpose, strategy and business model which promote long term value for shareholders; 2. Promote a corporate culture that is based on ethical values and behaviours; 3. Seek to understand and meet shareholder needs and expectations; 4. Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long term success; 5. Embed effective risk management, considering both internal controls and assurance activities, considering both opportunities and threats, throughout the organisation; 6. Establish and maintain the board as a well-functioning balanced team led by the Chair; 7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities; 8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement; 9. Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose strategy and culture; and 10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders. Here follows a short explanation of how the Group applies each of the principles, including where applicable an explanation of why there is a deviation from those principles. Principle One Business Model and Strategy The Group holds several mining licenses in Kazakhstan and is actively carrying out explorative activities across a number of these licenses. It has a clear strategy of exploring these licenses and looking to capitalise on future opportunities as detailed in the Strategic Report. Further to earlier comments on risk and strategy the Group is committed to broadening its area and scope of operations as appropriate. Principle Two Corporate Culture The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group as a whole which in turn will impact the Group’s performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that consultants or other representatives behave. The corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by Directors, consultants and representatives alike throughout the entire organisation. The Group strives to achieve and maintain an open ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 24 and respectful dialogue with representatives, regulators, suppliers and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through everything that the Group does. The Directors are focused on ensuring that the Group maintains an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Group has adopted, a code for Directors' dealings in securities which is appropriate for a company whose securities are traded on this main market and is in accordance with the requirements of the Market Abuse Regulation. Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery and corruption and has recently put an anti-bribery and corruption policy in place to protect the Group, its employees and those third parties to which the business engages with. Principle Three Understanding Shareholder Needs and Expectations The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. They will be encouraged to attend the AGM and participate in hearing the CEO who provides regular updates on social media platforms. Principle Four Considering wider stakeholder and social responsibilities The Board recognises that the long-term success of the Group is reliant upon open communication with its internal and external stakeholders: investee companies, shareholders, contractors, suppliers, regulators and other stakeholders. The Group has created close ongoing relationships with a broad range of its stakeholders and will ensure that it provides them with regular opportunities to raise issues and provide feedback to the Group. The Group is committed to delivering lasting benefit to the local communities and environments where we work as well as to our shareholders, employees and contractors. As the Group evolves, we anticipate that this aspect of community engagement will evolve further. Principle Five Risk Management The Board is responsible for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Group. The Group has a framework of internal financial controls to address financial risk and regularly reviews the non-financial risks to ensure all exposures are adequately managed. The Group maintains appropriate insurance cover in respect of legal actions against the Directors as well as against material loss or claims against the Group. The Group's approach to environmental risk management, including the assessment of rehabilitation and restoration obligations arising under the terms of its Kazakhstan exploration licences, is set out in the Strategic Report and in the Climate change risk (TCFD) section of this report. The principal risks and uncertainties are as set out in the Strategic Report. Principle Six A Well-Functioning Board of Directors The Board will maintain a balance of executives and non-executive Directors. Currently there are 2 non- executives including the Chairman and 2 Executives. The CEO is required to commit 100% of his working time to the Group. The non-executive Directors are available for any Group business when it may arise and are expected to dedicate sufficient time to fulfil their responsibilities effectively. Further information about the Directors can be found in the Key Personnel report as well as the Company website at www.eaststarplc.com. The Directors met 6 times throughout the year to discuss key issues and to monitor the overall performance of the Group. All Directors attended all meetings during the year. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 25 Principle Seven Appropriate governance structures The Group's governance structures are appropriate for a Group of its size. The Board also meets regularly and the Directors continuously maintain an informal dialogue between themselves. The Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders, while the execution of the Group's strategy is a matter reserved for the Chief Executive. The current Governance structure is outlined below: Audit Committee The Group audit committee comprises two members, being Anthony Eastman (as Chair) and Sandy Barblett, which will have primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Group's auditors relating to the Group's accounting and internal controls. The committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. The audit committee has met twice during the year and will meet to approve these financial statements. Remuneration Committee The Group committee comprises two directors, Mr Sandy Barblett (as Chair) and Mr Anthony Eastman, being responsible for both the review and recommendation of the scale and structure of remuneration for senior management. In reviewing the remuneration policy of the Group, this will include any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Group. The members of the committee shall serve for an initial term of three years from re-admission. The remuneration committee has met twice during the year. Nominations Committee No nominations committee has been established with all matters to be considered by the Board as a whole. The Group believes that the Directors have wide ranging experience working for/and/or advising businesses operating within the natural resources sector. They also have an extensive network of relationships to reach key decision-makers to help achieve their strategy. The Board recognises that it currently does not have any female Directors however as it grows, it will look to recruit and develop a diverse and more gender-balanced executive team. Principle Eight Evaluation of Board Performance Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed. Principle Nine Remuneration policies The Board is committed to ensuring that the creation of value for shareholders aligns with the interests of executives and employees of the Group. The implementation during the year of the long-term incentive plan helps to align these interests and the Board clearly communicates to employees how remuneration is ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 26 linked to the performance of the Group. At its meeting on 29 January 2026, the Remuneration Committee resolved to award bonuses to Directors in respect of services rendered during FY2025, recognising the significant work undertaken in advancing the Group's strategic transactions during the year. Full details of Directors' remuneration are set out in the Directors' Remuneration Report. Principle Ten Shareholder Communication The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in compliance with regulations applicable to companies quoted on the LSE's Main Market. All shareholders are encouraged to attend the Company's Annual General Meeting where they will be given the opportunity to interact with the Directors. Investors also have access to current information on the Group through its website (www.eaststarplc.com). During the year the Group completed an oversubscribed share subscription and WRAP Retail Offer in June 2025, raising gross proceeds of £622,292, and a strategic investment by Endeavour Mining PLC in December 2025, a FTSE 100 constituent and one of the world's leading gold producers, which committed a total of over £1.8 million, comprising a £96,600 share subscription and a £1,711,000 unsecured convertible loan note. The loan note was subsequently converted in full into 74,391,304 new ordinary shares in February 2026, increasing Endeavour Mining's shareholding to 14.3% of the Company's enlarged issued share capital. The Board communicated each of these developments to shareholders via the regulatory news service and the Company's corporate website in a timely manner. The Board takes feedback from a wide range of shareholders (large and small) and endeavours at every opportunity to pro-actively engage with all shareholders via regular regulatory news reporting and in response to any specific queries raised from time to time. The Board considers that its key decisions during the year have impacted equally on all members of the Group. Climate change risk - (TCFD) The Board considers the impact that the Group has on the environment and aims to conduct its operations in a responsible and sustainable way as it relates to climate change. The Kazakhstan government ensures that Discovery Ventures Kazakhstan Limited ("DVK") completes environmental surveys detailing impacts on the environment and particularly the soil. These surveys also assess estimated costs to restore any drilling site to its original condition. As a result of this, DVK outlays significant funds to ensure adequate Sub Soil insurance to cover its obligations. Following the 2024 licence renewals, which confirmed that the primary obligation to restore disturbed land plots rests with the licence holder, the Group has assessed its rehabilitation and restoration obligations in accordance with IAS 37 and concluded that no provision is required as at 31 December 2025. Further detail is provided in Note 11 The Board is also aware that as operations expand, energy consumption will increase alongside. Currently the Board does not consider the energy consumed in relation to drilling to be at a level where it needs to put in place mitigators. The Directors consider the environmental compliance requirements imposed by the Kazakhstan Government to be sufficient and hence have not explored any additional reporting. The Directors will continue to monitor the requirements in Kazakhstan and will look to potentially include further disclosures in future annual reports when the information becomes material to shareholders and other key stakeholders. In line with the requirements of the Financial Conduct Authority's Listing Rules, and for the above reasons, we note that we have not made the disclosures, in respect of the financial year ended 31 December 2025, in line with the recommendations and recommended disclosures of the TCFD. External Auditor The Audit Committee has met with the auditor at least twice a year to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 27 objectivity and the effectiveness of the audit process. It also considers the nature and extent of the non- audit services supplied by the auditor, reviewing the ratio of audit to non-audit fees, and ensures that an appropriate relationship is maintained between the Group and its external auditor. As part of the decision to recommend the appointment of the external auditor, the Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external audit process and considers whether there should be a full tender process. There are no contractual obligations restricting the Board's choice of external auditor. The Group has a policy of controlling the provision of non-audit services by the external auditor in order that their objectivity and independence are safeguarded. Internal financial control Financial controls have been established so as to provide safeguards against unauthorised use or disposition of the assets, to maintain proper accounting records and to provide reliable financial information for internal use. Key financial controls include:  a schedule of matters reserved for the approval of the Board;  evaluation, approval procedures and risk assessment for acquisitions; and  close involvement of the Directors in the day-to-day operational matters of the Group. Shareholder Communications The Group uses a regulatory news service and its corporate website (www.eaststarplc.com) to ensure that the latest announcements, press releases and published financial information are available to all shareholders and other interested parties. The Annual General Meeting is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to participate. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the Annual Report and Financial Statements. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution after it has been dealt with by a show of hands. On behalf of the board: ……………………………………………. Sandy Barblett Non-Executive Chairman 11 May 2026 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 28 We have audited the financial statements of East Star Resources PLC (the ‘Parent Company’) and its subsidiaries (the “Group”), for the year ended 31 December 2025 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statement of cashflows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law United Kingdom Generally Accepted Accounting Practice. In our opinion:  the financial statements of East Star Resources PLC give a true and fair view of the state of the Group’s and of the Parent Company's affairs as at 31 December 2025 and of the Group’s loss for the year then ended and of the Group’s cash flows position as at 31 December 2025;  the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; and  the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and  the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. An overview of the scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Parent Company, the accounting processes and controls, and the industry in which they operate. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 29 Our scoping considerations for the Group audit were based both on financial information and risk. In total we have identified two distinct components within the group financial statements. In determining the components of the Group, we considered the legal structure of the Group together with how the Group’s operations are managed and reported internally. The Group comprises the parent company, East Star Resources PLC, and its wholly owned subsidiary, Discovery Ventures Kazakhstan Limited (“DVK”). DVK in turn holds three operational subsidiaries, all of which are based in Kazakhstan and are engaged in the Group’s exploration activities. For the purposes of the Group audit, component identification was based on a combined assessment of geographical location and finance operations. Under this approach, East Star Resources PLC was identified as a component, as it is based in the United Kingdom and has distinct finance operations, including responsibility for Group financing, treasury activities and strategic management. Discovery Ventures Kazakhstan Limited, together with its three operational subsidiaries, was identified as a single component. These entities operate within the same jurisdiction, are subject to a common regulatory and operating environment, and are managed and reported on a consolidated basis through a single finance function. The three Kazakhstan operational subsidiaries do not maintain independent finance functions and their financial information is prepared and reviewed centrally by the DVK finance team. As such, they were not identified as separate components for audit purposes. Based on our assessment of financial significance and risk, both the UK parent company and the Kazakhstan component were determined to be in scope for audit procedures as part of the Group audit. The financial information of the Kazakhstan component was audited directly by the Group engagement team, using an allocated component performance materiality, to obtain sufficient appropriate audit evidence for the Group financial statements No component auditors were engaged for the purposes of the Group audit, and all audit procedures on the components were performed directly by the Group audit team. However, in performing our audit, we engaged a member firm to assist with the translation of certain accounting documentation and journal entry descriptions prepared by management in a foreign language. The member firm acted under our direction and supervision, and we remain solely responsible for our audit opinion. Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. Based on our professional judgement, we determined materiality and performance materiality for the financial statements of the Group and of the Parent Company as follows: Group financial statements Parent company financial statements Materiality £110,700 (2024: £81,800) £99,500 (2024: £78,000) ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 30 Basis for determining materiality c.2.5% of gross assets (2024: c.2.5% of gross assets) c.2.5% of gross assets, capped below group materiality (2024: c.2.5% of gross assets, capped below group materiality) Rationale for benchmark applied The group's principal activity is that of a mining exploration and development business. The business is highly asset focused and has no operational revenues at this stage. Therefore, a benchmark for materiality of the gross assets of the group is considered to be appropriate. This is consistent with the key financial indicators disclosed in the Chairman’s statement, which also includes loss before taxation for the year. However, given the business is pre-revenue stage we have focused on gross assets for the current period audit, as also included in the Chairman’s statement disclosure The company primarily operates as a holding company for the group and has historically had no material income. Therefore, a benchmark based on the gross assets of the company is considered to be appropriate. This will also be the key performance indicator for stakeholders in the business. Performance materiality £83,000 (2024: £61,350) £70,550 (2024: £57,035) Basis for determining performance materiality 75% of group materiality (2024: 75% of group materiality) 75% of parent company materiality, capped at a lower ISA 600 component materiality figure (2024: 75% ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 31 of parent company materiality, capped at a lower ISA 600 component materiality figure) Reporting threshold £5,500 (2024: £4,090) £4,700 (2024: £3,800) Basis for determining reporting threshold 5% of group materiality (2024: 5% of group materiality) 5% of parent company materiality, capped at a lower ISA 600 component materiality figure (2024: 5% of parent company materiality, capped at a lower ISA 600 component materiality figure) We reported all audit differences found in excess of our reporting threshold to the audit committee. For each Group component within the scope of our Group audit, we determined performance materiality that is less than our overall Group performance materiality. The performance materiality determined for each Group company was £70,550. 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, including going concern, 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. This is not a complete list of all risks identified by our audit. The use of the Going Concern basis of accounting was assessed as a key audit matter and has been covered in the subsequent ‘Material uncertainty relating to going concern’ section of this report Valuation & recoverability of investments £6.3m (2024: £6.3m) & receivables due from subsidiary companies £5.6m (2024: £4.6m) Significance and nature of the key audit matter The monetary value of both the investment figure and the receivables balance with How our audit addressed the key audit matter We confirmed that the subsidiary company, including the other subsidiary companies owned by this subsidiary, do not have sufficient net assets in order to repay the receivable balance. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 32 subsidiary company (Discovery Ventures Kazakhstan Limited) are highly material. The recovery risk associated with both figures is also raised due to the subsidiary not currently being revenue generating and having net liabilities at the year end. We also confirmed that the investment value has not changed from prior period. We obtained management’s assessment over recoverability and audited the key assumptions included in this, these being;  That the rights to explore the related reserve areas have been secured via mining licenses and management continues to monitor the remaining licenses for possible impairments in the future.  That continued exploration of these areas is budgeted as part of the minimum spending commitments as per each mining license.  That early results to date are positive and that there is no evidence to suggest that the ultimate commercial viability of the business is threatened at this stage.  Initial technical reports produced suggest the estimated net present value of returns are far in excess of the value of these assets.  That the Endeavour Mining PLC Earn In and Joint Venture agreement signed alongside the strategic investment as at year end represents compelling independent third-party validation of the value of the underlying assets and, by extension, the investment in DVK.  That the Xinhai Mining – Binding Heads of Agreement for Verkhuba signed as at year end provides evidence that the group’s exploration portfolio carries economic value substantially in excess of the current carrying value of the investment. We have considered each assumption made and agree that these are consistent with audit evidence available. The Group’s principal operations are conducted through its Kazakhstan subsidiaries, whose activities comprise the exploration of gold and copper prospects at the Verkhuba and Rulikha projects. These projects represent the Group’s ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 33 core exploration assets and underpin the carrying value of the Parent Company’s investment in its Kazakhstan subsidiaries. Accordingly, the recoverability of the Parent Company’s investment is dependent on the ongoing technical and economic prospects of the Verkhuba and Rulikha projects and the Group’s ability to continue exploration activities in Kazakhstan. Work undertaken on the viability of the exploration projects including valuation and classification of exploration assets can be seen below. Key observations We have no concerns over the material existence and accuracy of these assets in the financial statements based on audit evidence available. However, as noted in our going concern section, given that there is a material uncertainty over going concern arising from the Group’s pre‑revenue exploration stage and the uncertainty surrounding the timing of future revenue generation, there is therefore also a material uncertainty over the recoverability of these balances. This is as the recovery strategy is ultimately dependent on a commercially successful mining operation. Valuation & classification of exploration assets £1.9m (2024: £2.4m) Significance and nature of the key audit matter The exploration assets have the potential to be materially overstated due to the incorrect capitalisation of exploration expenses as a result of not meeting the IFRS 6 recognition criteria. Additionally, impairment indicators may exist which would trigger the need for an impairment assessment resulting in the assets being reduced in value. The assessment around whether IFRS 6 criteria is being met as well as the overall impairment assessment requires a significant level of estimation and judgement from management. As such this is considered a key audit risk. How our audit addressed the key audit matter We have considered the stage of all the current projects being undertaken by the business and considered the evidence available to determine if IFRS 6 is the appropriate standard to consider for the accounting treatment of costs incurred on these projects. After determining that the IFRS 6 standard is the most appropriate accounting basis we selected a sample of additions for the current year. Supporting audit evidence was obtained for each allowing us to determine if capitalisation of the expenses as in accordance with IFRS 6. We further determined whether the value and date of capitalisation was appropriate. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 34 We obtained management’s assessment over exploration assets and audited the key assumptions which are listed in the ‘Valuation/recoverability of investments & receivables in subsidiary companies’ audit risk assessment. We have considered each assumption made and agree that these are consistent with audit evidence available. The Group’s principal operations are conducted through its Kazakhstan subsidiaries, whose activities comprise the exploration of gold and copper prospects at the Verkhuba and Rulikha projects. These projects represent the Group’s core exploration assets in its Kazakhstan subsidiaries. In the prior year, management prepared a comprehensive technical report on the Verkhuba Project incorporating valuation and financial sensitivity analysis, which we reviewed and stress‑tested to assess headroom between the net present value of the projects and the carrying amount of the related exploration assets. This analysis demonstrated sufficient financial headroom at that time. We obtained and reviewed the current year technical report prepared for the Rulikha Project, including assessing the preparer of this to ensure it could be relied upon. We noted that sensitivity analysis in the report is limited to technical and conceptual sensitivities, not financial headroom in a valuation sense and there is sufficient technical headroom to support continued capitalisation of exploration expenditure under IFRS 6. An impairment provision was recognised with respect to the expired licenses during the year. Key observations ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 35 We have no concerns over the material accuracy of these assets in the financial statements based on audit evidence available. However, as noted in our going concern section, given that there is a material uncertainty over going concern arising from the Group’s pre‑revenue exploration stage and the uncertainty surrounding the timing of future revenue generation, there is therefore also a material uncertainty over the recoverability of these balances. This is as the recovery strategy is ultimately dependent on a commercially successful mining operation. Material uncertainty relating to going concern We draw attention to Note 2.2 in the financial statements, which sets out the matters considered by management in assessing the Group’s ability to continue as a going concern and the related material uncertainty. East Star Resources PLC is a natural resources exploration group focused on gold and copper. In order to undertake this work, there will need to be sufficient amounts of cash held in the business which, at the balance sheet date, was £440,000 (2024: £658,000). The business has incurred significant losses, totalling to £2.2m in the 12-month period ended 31 December 2025 (2024: year ended loss of £0.9m). Given the significant losses incurred this period and previous, the Group’s accumulated loss reserves at the balance sheet date are £8.1m (2024: accumulated losses of £5.8m). These losses are attributable to the ongoing drilling and exploration expenditure programme which is yet to reach a development stage that could begin to generate revenues. Subsequent to the year end, the Group’s cash position has strengthened materially following the receipt of approximately £1.7m in January 2026 from the conversion of the Endeavour Mining convertible loan note in February 2026. Together with existing cash balances, this provides the Group with funding headroom over the short to medium term. Accordingly, the Group is able to fund its current exploration and licence obligations and there is no indication of immediate liquidity stress. As part of our evaluation of going concern, we performed the following procedures:  Overheads and debt costs assumptions – we considered projected overheads for the 2026/27 period to ensure that these were reasonable after considering both the current and expected future profile of the business moving forward.  Credit / cash control management assumptions – we identified within the forecasting the most significant cash inflows and ensured that the valuation and timing of these inflows were reasonable.  We performed sensitivity analysis to assess the level of working capital headroom should key assumptions be less favourable than included in management’s model.  We considered post year end performance data available, including the Group’s future commitments, to gain additional assurance over the effectiveness of management’s intention to remain as a going concern. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 36 Based on the work we have performed we have gained sufficient assurance in order to rely on management’s forecasting in forming our assessment. We have also gained assurance over the credibility of management’s ambitions over the next 12 months, which drives the sustainability of East Star Resources PLC. We have further confirmed the adequacy of working capital available in order to settle external liabilities as they fall due and where this is not available, we have reviewed the directors’ assessment that they can raise the funding required through future share capital raises. However, the Group remains in a pre‑revenue exploration stage, with no committed production timetable and no operating cash inflows. This situation will remain the same for the foreseeable future given the timescales involved in moving from the mining exploration stage into full production stage. As a result, the Group’s continued viability remains dependent on the successful execution of development plans and ongoing access to funding. While management’s plans and recent strategic developments are positive and mitigate this risk, they do not eliminate the underlying uncertainty inherent in a pre‑revenue exploration business. Therefore, the above matters indicate the existence of a material uncertainty related to going concern, arising from the Group’s pre‑revenue exploration stage and the uncertainty surrounding the timing of future revenue generation. Our opinion is not modified in respect of this matter and the accounts do not include any adjustment which would be required if the company was determined to not be a going concern. Our consideration of climate change related risks The financial impacts on the Group of climate change and the transition to a low-carbon economy (climate change) were considered in our audit where they have the potential to directly or indirectly impact key judgements and estimates within the financial statements. The Group continues to develop its assessment of the potential impacts of climate change. Climate risks have the potential to materially impact the key judgements and estimates within the financial report. Our audit considered those risks that could be material to the key judgements and estimates in the assessment of the carrying value of non-current assets and closure and rehabilitation provisions. The key judgements and estimates included in the financial statements incorporate actions and strategies, to the extent they have been approved and can be reliably estimated in accordance with the Group’s accounting policies. Accordingly, our key audit matters address how we have assessed the Group’s climate- related assumptions to the extent they impact each key audit matter. Other information The other information comprises the information included in the Annual Report other than the financial statements and our Auditor’s report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 37 or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Our opinion on the Remuneration report Kreston Reeves Audit has audited the Remuneration report set out on pages 19 to 22 of the Annual Report for the financial year. The Directors of the Company are responsible for the preparation and presentation of the Remuneration report in accordance with the Companies Act 2006. Kreston Reeves Audit’s responsibility is to express an opinion on the Remuneration report, based on our audit conducted in accordance with International Accounting Standards. In Kreston Reeves Audit’s opinion, the Remuneration report of the Group for the period complies with the requirements of the Companies Act 2006. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit:  the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and  the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of our knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or  the parent company financial statements are not in agreement with the accounting records and returns; or  certain disclosures of directors’ remuneration specified by law are not made; or  we have not received all the information and explanations we require for our audit ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 38 Responsibilities of directors As explained more fully in the directors’ responsibilities statement (set out on page 17), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group’s and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Capability of the audit in detecting irregularities, including fraud Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to manipulate results, management bias in accounting estimates and judgemental areas of the financial statements such as the valuation & recoverability of investments and receivables due from subsidiary companies, valuation of exploration assets, share based payments reserve and rehabilitation provisions. Audit procedures performed by the group engagement team included:  We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are those that relate to the reporting framework and the relevant mining regulations and tax compliance regulations in the jurisdictions in which ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 39 the Group operates. In addition, we concluded that there are certain significant laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements, mainly relating to minimum spending commitments, health and safety, employee matters, bribery and corruption practices and environmental requirements; and  Detailed discussions were held with management to identify any known or suspected instances of non- compliance with laws and regulations; and  Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and  Challenging assumptions and judgements made by management in its significant accounting estimates. Specifically, in considering the appropriateness to capitalise expenditure as Exploration assets under IFRS 6; and  Challenging assumptions and judgements made by management in their assessment of the valuation and recoverability of investments and receivables from subsidiary companies, share based payments reserve and rehabilitation provisions; and  Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and  Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and  Reading minutes of meetings of those charged with governance, and reviewing correspondence with relevant regulatory authorities; and  Performing integrity testing to verify the legitimacy of banking records obtained from management; and  Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and  Identifying and testing journal entries, in particular any manual entries made at the year-end for financial statement preparation. We ensured our audit team had appropriate industry experience of the mining sector. Our audit planning included considering external market factors, for example geopolitical risk, the potential impact of climate change and other major trends in the industry Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. As part of an audit in accordance with ISAs (UK), 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 override of internal control. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 40  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 on the effectiveness of the Group’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 Group’s or the parent 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Group or the parent 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.  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. 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. We provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Other matters which we are required to address We were reappointed by the Audit Committee in the period to audit the financial statements. Our total uninterrupted period of engagement is three periods, covering the financial year ended 31 December 2025. The non-audit services prohibited by the Financial Reporting Council’s Ethical Standard were not provided to the Group or the Parent company and we remain independent of the Group and the Parent company in conducting our audit. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF EAST STAR RESOURCES PLC FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 41 Our audit opinion is consistent with the additional report to the Audit Committee. Use of our Report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor) For and on behalf of Kreston Reeves Audit LLP Accountants Statutory Auditor London Date: 11 May 2026 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 42 | | | | | | --- | --- | --- | --- | | | | Audited | Audited | | | | Year ended 31 | Year ended 31 | | | | December 2025 | December 2024 | | | Note | £'000 | £'000 | | Continuing Operations | | | | | Revenue | | - | - | | Administrative expenses | 4 | (949) | (1,387) | | Share based payments | 20 | (66) | (47) | | Impairment | 10 & 11 | (1,286) | (62) | | Other income | | - | 394 | | Loss before taxation | | (2,301) | (1,102) | | Taxation on loss or ordinary activities | 7 | - | - | | Loss for the year from continuing operations | | (2,301) | (1,102) | | Other comprehensive income | 8 | 82 | 233 | | Total comprehensive loss for the year | | | | | attributable to shareholders from continuing operations | | (2,219) | (869) | | Basic & dilutive earnings per share - pence | 9 | (0.54) | (0.42) | The statement of comprehensive income has been prepared on the basis that all operations are continuing operations. The notes form an integral part of these consolidated financial statements ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025 Page | 43 | | | | | | --- | --- | --- | --- | | | | Audited | Audited | | | | As at 31 December | As at 31 December | | | | 2025 | 2024 | | | Note | £'000 | £'000 | | NON-CURRENT ASSETS | | | | | Exploration assets | 10 | 1,892 | 2,448 | | Earn in advance (financial asset) | 11 | - | - | | Property, plant and equipment | 12 | 38 | 35 | | TOTAL NON-CURRENT ASSETS | | 1,930 | 2,483 | | CURRENT ASSETS | | | | | Cash and cash equivalents | 14 | 442 | 678 | | Trade and other receivables | 16 | 2,056 | 110 | | TOTAL CURRENT ASSETS | | 2,498 | 788 | | TOTAL ASSETS | | 4,428 | 3,271 | | NON-CURRENT LIABILITIES | | | | | Convertible Loan Note | 17 | 1,711 | - | | TOTAL NON-CURRENT LIABILITIES | | 1,711 | - | | CURRENT LIABILITIES | | | | | Trade and other payables | 18 | 282 | 116 | | TOTAL CURRENT LIABILITIES | | 282 | 116 | | TOTAL LIABILITIES | | 1,993 | 116 | | NET ASSETS | | 2,435 | 3,155 | | EQUITY | | | | | Share capital | 19 | 4,752 | 3,975 | | Share premium | 19 | 9,834 | 9,178 | | Share based payments reserve | 20 | 420 | 354 | | Foreign exchange reserve | | 346 | 264 | | Reverse acquisition reserve | 22 | (4,795) | (4,795) | | Retained earnings | | (8,122) | (5,821) | | TOTAL EQUITY | | 2,435 | 3,155 | | \* Non-controlling interest of £29 (2024: £29) | exists with business partner (Tau Ken Samruk) not stated | | | | above The Company has taken advantage of section 408 of the Companies Act 2006 and consequently a profit and loss account has not been presented for the Company. The Company’s total comprehensive loss for the financial period was £614,000 (2024: £144,000). The financial statements were approved and authorised for issue by the board on 11 May 2026 and were signed on its behalf by: | | | | | ……………………………….. Non-Executive Chairman – Sandy Barblett | | | | | The notes form an integral part of these consolidated financial statements | | | | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025 Page | 44 The financial statements were approved and authorised for issue by the board on 11 May 2026 and were signed on its behalf by: ……………………………….. Non-Executive Chairman – Sandy Barblett The notes form an integral part of these consolidated financial statements Audited As at 31 December 2025 Audited As at 31 December 2024 Note £'000 £'000 NON-CURRENT ASSETS Investment in subsidiary 13 6,269 6,269 Intercompany receivables 15 5,593 4,571 TOTAL NON-CURRENT ASSETS 11,862 10,840 CURRENT ASSETS Cash and cash equivalents 14 440 658 Trade and other receivables 16 2,004 52 TOTAL CURRENT ASSETS 2,444 710 TOTAL ASSETS 14,306 11,550 NON-CURRENT LIABILITIES Convertible Loan Note 17 1,711 - TOTAL NON-CURRENT LIABILITIES 1,711 - CURRENT LIABILITIES Trade and other payables 18 227 67 TOTAL CURRENT LIABILITIES 227 67 TOTAL LIABILITIES 1,938 67 NET ASSETS 12,368 11,483 EQUITY Share capital 19 4,752 3,975 Share premium 19 9,834 9,178 Share based payments reserve 20 420 354 Retained Earnings (2,638) (2,024) TOTAL EQUITY 12,368 11,483 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025 Page | 45 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | S hare | | | | | | | | | | based | Foreign | Reverse | Share | | | | | Share | Share | payment | exchange | acquisition | Capital to | Retained | Total | | | Capital | Premium | reserve | reserve | reserve | be issued | Earnings | Equity | | | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | | Balance at 31 December 2023 | 2,187 | 6,052 | 307 | 31 | (4,795) | 3,750 | (4,719) | 2,813 | | Loss for period | - | - | - | - | - | - | (1,102) | (1,102) | | Other comprehensive income | - | - | - | 233 | - | - | - | 233 | | Total comprehensive income for year | - | - | - | 233 | - | - | (1,102) | (869) | | Transactions with owners in own capacity | | | | | | | | | | Ordinary Shares issued in the period | 1,788 | 3,178 | - | - | - | (3,750) | - | 1,216 | | Share Issue Costs | - | (52) | - | - | - | - | - | (52) | | Share based payments | - | - | 47 | - | - | - | - | 47 | | Transactions with owners in own capacity | 1,788 | 3,126 | 47 | | - | (3,750) | - | 1,211 | | Balance at 31 December 2024 | 3,975 | 9,178 | 354 | 264 | (4,795) | - | (5,82 1) | 3,155 | | Loss for period | - | - | - | - | - | - | (2,301) | (2,301) | | Other comprehensive income | - | - | - | 82 | - | - | - | 82 | | Total comprehensive income for year | - | - | - | 82 | - | - | (2,301) | (2,219) | | Transactions with owners in own capacity | | | | | | | | | | Ordinary Shares issued in the period | 777 | 710 | - | - | - | - | - | 1,487 | | Share Issue Costs | - | (54) | - | - | - | - | - | (54) | | Share based payments | - | - | 66 | - | - | - | - | 66 | | Transactions with owners in own capacity | 777 | 656 | 66 | - | - | - | - | 1,499 | | Balance at 31 December 2025 | 4,752 | 9,834 | 420 | 346 | (4,795) | - | (8,12 2) | 2,435 | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 COMPANY STATEMENT OF CHANGES IN EQUITY AS AT 31 DECEMBER 2025 Page | 46 Share capital Share premium Share based payment reserve Share capital to issue Retained earnings Total equity £'000 £'000 £'000 £'000 £'000 £'000 Balance at 31 December 2023 2,187 6,052 307 3,750 (1,880) 10,416 Loss for period - - - - (144) (144) Other comprehensive income - - - - - - Total comprehensive income for year - - - - (144) (144) Transactions with owners in own capacity Ordinary shares issued in the period 1,788 3,178 - (3,750) - 1,216 Share issue costs - (52) - - - (52) Share based payments - - 47 - - 47 Transactions with owners in own capacity 1,788 3,126 47 (3,750) - 1,211 Balance at 31 December 2024 3,975 9,178 354 - (2,024) 11,483 Loss for period - - - - ( 614 ) ( 614 ) Other comprehensive income - - - - - - Total comprehensive income for year - - - - (614) (614) Transactions with owners in own capacity Ordinary shares issued in the period 777 710 - - - 1,487 Share issue costs - (54) - - - (54) Share based payments - - 66 - - 66 Transactions with owners in own capacity 777 656 66 - - 1,499 Balance at 31 December 2025 4,752 9,834 420 - (2,638) 12,368 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 47 | | | | | | --- | --- | --- | --- | | | | Year ended | Year ended | | | | 31 December | 31 December | | | | 2025 | 2024 | | | Note | £'000 | £'000 | | Cash flow from operating activities | | | | | Loss before taxation for the financial year | | (2,301) | (1,102) | | Adjustments for: | | | | | Share based payments | 20 | 66 | 47 | | Settlement of fees through issue of equity | | - | 10 | | Impairment charge on exploration assets \* | 10 | 1,286 | 62 | | Foreign exchange movements | | 187 | 395 | | Depreciation | 12 | 9 | 31 | | Changes in working capital: | | | | | (Increase) / Decrease in trade and other receivables | 16 | (1,946) | 9 | | Increase in trade and other payables | 18 | 166 | 5 | | Net cash outflow from operating activities | | (2,533) | (543) | | Cash flows from investing activities | | | | | Investment in exploration assets | 10 | (821) | (578) | | Purchase of property, plant & equipment | 12 | (13) | (33) | | Net cash flow from investing activities | | (834) | (611) | | Cash flows from financing activities | | | | | Proceeds from issue of shares | 19 | 1,487 | 1,196 | | Proceeds from issue of convertible loan notes | 17 | 1,711 | - | | Share issue costs | 19 | (54) | (52) | | Net cash flow from financing activities | | 3,144 | 1,144 | | Net increase in cash and cash equivalents | | (223) | (10) | | Cash and cash equivalents at beginning of the period | | 678 | 635 | | Foreign exchange effect on cash balance | | (13) | 53 | | Cash and cash equivalents at end of the period | 14 | 442 | 678 | \* Impairment charge is adjusted to reflect the true cash impact in the period and hence will not reconcile directly to the value in the Statement of Comprehensive Income. The notes form an integral part of these consolidated financial statements ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 COMPANY STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 48 Year ended 31 December 2025 Year ended 31 December 2024 Note £'000 £'000 Cash flow from operating activities Loss for the financial year (614) (144) Adjustments for: Share based payments 20 66 47 Settlement of fees through issue of equity 0 20 Changes in working capital: (Increase) / decrease in trade and other receivables 16 (1,952) (5) (Decrease) / increase in trade and other payables 18 160 (15) Net cash outflow from operating activities (2,340) (97) Cash flows from investing activities Investment in subsidiaries 13 - (1) Loans to subsidiaries 15 (1,022) (897) Net cash flow from investing activities (1,022) (898) Cash flows from financing activities Proceeds from issue of shares 19 1,487 1,196 Proceeds from issue of convertible loan note 17 1,711 - Share issue costs 19 (54) (52) Net cash flow from financing activities 3,144 1,144 Net increase/(decrease) in cash and cash equivalents (218) 149 Cash and cash equivalents at beginning of the period 658 509 Cash and cash equivalents at end of the period 14 440 658 The notes form an integral part of these consolidated financial statements ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 49 1. General Information East Star Resources PLC (“the Company”) was incorporated on 17 November 2020 in England and Wales and remains domiciled there with Registered Number 13025608 under the Companies Act 2006, under the name Cawmed Resources Limited. The Company subsequently changed its name to East Star Resources Limited on 27 January 2021 and on 3 March 2021 re-registered as a PLC. The address of its registered office and principal place of business is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom . The principal activity of the Group is to explore opportunities in the natural resources sector specifically in relation to gold and copper extraction. The Company originally listed on the London Stock Exchange (“LSE”) on 4 May 2021. The Company was suspended from trading on 19 July 2021 whilst managing a reverse takeover transaction and was then re- admitted to trading on 10 January 2022. The Company successfully completed the acquisition of its Kazakhstan based subsidiary – “Discovery Ventures Kazakhstan Limited” on 10 January 2022 and since then has been increasing exploration operations within the region. The consolidated financial statements are presented for the Company and all of its subsidiaries (“the Group”). The Group Financial Statements have been prepared and approved by the Directors in accordance with UK- adopted International Accounting Standards (”IAS UK”), International standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Boards (IASB) and with those parts of the Companies Act 2006 applicable to those companies reporting under IFRS. 2. Accounting policies The principal accounting policies applied in preparation of these financial statements are set out below. These policies have been consistently applied unless otherwise stated. 2.1 Basis of preparation The consolidated and parent company financial statements ("financial statements") for the period ended 31 December 2025 have been prepared by East Star Resources PLC in accordance with UK-adopted International Accounting Standards ("IAS UK") and the requirements of the Companies Act 2006. The Financial Statements have been prepared under the historical cost convention. The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the Company is Pounds Sterling (£) as this is the currency that finance was raised in. The functional currency of its subsidiaries is the Kazakhstan Tenge. For all subsidiaries these are the currencies that mainly influence labour, material and other costs of providing services. However, the presentational currency for the subsidiaries is United States Dollar ($) as this is the currency that the subsidiaries are required to report to national mining authorities in. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is a more convenient presentational currency for users of the consolidated financial statements. Foreign operations are included in accordance with the policies set out below. The accounting period for the Group covers the year ending on 31 December 2025. The financial statements are presented in Pounds Sterling and rounded to the nearest thousand (£'000). ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 50 Basis of measurement The Financial Statements have been prepared on a historical cost basis. Reverse acquisition accounting treatment During the period ended 31 December 2022, the Company acquired the entire share capital of Discovery Ventures Kazakhstan Ltd. As the Company (“accounting acquiree”) was purely a cash shell at time of acquisition it did not constitute a business and therefore the acquisition was treated as a reverse acquisition of DVK (“accounting acquirer”) and outside the scope of IFRS 3. Critical accounting judgements and key sources of estimation uncertainty are disclosed in note 2.17. 2.2 Going concern The Directors have prepared financial forecasts to estimate the likely cash requirements of the Group over the 18 months from sign off of the annual report. In preparing these financial forecasts, the Directors have made certain assumptions with regard to the timing and amount of future expenditure, the receipt of management fee income from Endeavour Mining PLC under the Earn-In and Joint Venture Agreement, and prevailing exchange rates. The Directors have considered the sensitivity of the financial forecasts to changes in key assumptions, including potential cost overruns within committed spend and movements in USD:GBP and KZT:GBP exchange rates. The assessment takes account of two transformational transactions completed before 31 December 2025: the binding Earn-In and Joint Venture Agreement with Endeavour Mining PLC (signed 13 November 2025), under which Endeavour commits to invest up to US$25 million in staged exploration expenditure across the Group's Kazakh gold licences with East Star expressly free-carried throughout; and the associated Endeavour strategic investment of £1,807,600. Subsequent to the year end, Endeavour converted its £1,711,000 convertible loan note in full into ordinary shares in February 2026, and East Star formalised a binding joint venture agreement with Hong Kong Xinhai Mining Services Limited in March 2026, under which Xinhai will fund an estimated US$65 million to take the Verkhuba Copper Deposit to production at no further cost to East Star. Under a conservative base case budget covering the 18-month period to 30 June 2027, the Group's cash balance remains positive throughout, reaching a minimum of approximately US$2.4 million at 30 June 2027, with no additional fundraising assumed. The Group remains in a pre-revenue exploration stage, and its continued viability beyond the period of the going concern forecast is dependent on the successful execution of its development plans and on continued access to funding. Whilst the recent strategic transactions described above are positive and serve to mitigate this risk, they do not eliminate the underlying uncertainty inherent in a pre-revenue exploration business. The Directors therefore consider, consistent with the position taken in the prior year and as is common for exploration-stage companies, that conditions exist which represent a material uncertainty that may cast significant doubt over the Group's and Company's ability to continue as a going concern. This material uncertainty is also referred to in the Auditor's Report. After due consideration of these forecasts, current cash resources, the Group's partnership arrangements and the sensitivity of key inputs, and notwithstanding the material uncertainty described above, the Directors are satisfied that the going concern basis of preparation remains appropriate. The Group will have adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of this report, and for this reason the financial statements have been prepared on a going concern basis. The financial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate. 2.3 Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Per IFRS 10, control is achieved when the Company: ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 51  has the power over the investee;  is exposed, or has rights, to variable returns from its involvement with the investee; and  has the ability to use its power to affects its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:  the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;  potential voting rights held by the Company, other vote holders or other parties;  rights arising from other contractual arrangements; and  any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation. 2.4 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions. The Group holds the majority of group funds in Lloyds bank equivalent accounts through a forex platform (Alpha FX). Supplementary working capital funds are held in online banking platforms in the UK (Alpha, Revolut account was closed effective June 2025) and physical banks in Kazakhstan. 2.5 Equity Share capital is determined using the nominal value of shares that have been issued. The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits. Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse. Retained losses includes all current and prior period results as disclosed in the income statement. Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve except to the extent that the translation difference is allocated to non-controlling interests. The reverse acquisition reserve was recognised during the formation of the Group when the legal acquiree was considered to be the accounting acquirer under the rules of IFRS 3. As the accounting acquiree was not ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 52 a business under IFRS 3, a part of the transaction was outside the scope of IFRS 3. This resulted in the recognition of a ‘reverse acquisition reserve’ on consolidation and is set out in more detail in note 20. Share capital to issue reserve relates to shares to be settled via the issue of the Company’s shares at the year-end which meet the definition of equity per IAS 32 are classified as shares to be issue within equity and are held at fair value. 2.6 Foreign currency translation The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement; ii) income and expenses for each income statement are translated at spot exchange rates (unless the spot is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and iii) all resulting exchange differences are recognised in the Statement of Comprehensive Income and accumulated in the foreign exchange reserve in equity. When a foreign operation is disposed of in its entirety or partially such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange reserve (attributed to non-controlling interests as appropriate). 2.7 Financial instruments IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities. a) Classification The Group classifies its financial assets in the following measurement categories:  those to be measured subsequently at fair value (either through Other comprehensive income or through profit or loss);  those to be measured at amortised cost; and  those to be measured subsequently at fair value through profit or loss. The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). b) Recognition Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 53 c) Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Debt instruments Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss. Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. d) Impairment The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. 2.8 Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. 2.9 Trade and other payables These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. 2.10 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. When the Group acquires any plant and equipment it is stated in the accounts at its cost of acquisition less a provision. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 54 Depreciation is charged to write off the costs less estimated residual value of plant and equipment on a straight basis over their estimated useful lives being: - Plant and equipment 5-7 years - Furniture and fittings 5-7 years - Computer equipment 3 years - Motor vehicles 5 years Estimated useful lives and residual values are reviewed each year and amended as required. 2.11 Exploration and evaluation assets Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the cost of acquisition by the Group of rights, licences and know-how. Such expenditure requires the immediate write-off of exploration and development expenditure that the Directors do not consider to be supported by the existence of commercial reserves. All costs associated with mineral exploration and investments, are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads and these assets are not amortised until technical feasibility and commercial viability is established. If an exploration project is successful, the related expenditures will be transferred to “mining assets” and amortised over the estimated life of the commercial ore reserves on a unit of production basis. The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof. Exploration and evaluation assets shall no longer be classified as such when the technical feasibility and commercial viability of extracting mineral resources are demonstrable. When relevant, such assets shall be assessed for impairment, and any impairment loss recognised, before reclassification to “Mine development”. 2.12 Share based payments The Group has made awards of warrants and options on its unissued share capital to certain parties in return for services provided to the Group. The valuation of these warrants involved making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and interest rates. These assumptions have been integrated into the Black Scholes Option Pricing model and the Monte Carlo valuation model to derive a value for any share-based payments. These assumptions are described in more detail in the notes. 2.13 Taxation Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the group or parent company financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. As there is no reasonable expectation of future revenues to which tax losses could be applied no deferred tax asset has been recognised. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 55 2.14 Leases The Group recognises the guidelines set out in “IFRS 16 – Leases” and are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period. Right-of-use assets are measured at cost which comprises the following: - The amount of the initial measurement of the lease liability; - Any lease payments made at or before the commencement date less any lease incentives received; - Any initial direct costs; and - Restoration costs. Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets (generally less than £5k) are recognised on a straight-line basis as an expense in profit or loss. The short term lease exemption has been utilised by the Group in relation to property leases held in the Kazakhstan and the UK. These leases are on a rolling month-month basis and hence there is no long term commitment entered into and are also low-value assets. 2.15 Contingent asset A contingent asset is a possible asset that arises from past events, and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets in these financial statements relate to VAT that is only offsetable against future revenue and hence these amounts are contingent on this occurrence and are classified as so. 2.16 Other comprehensive income Gains or losses on the translation of currencies into the presentational currency are recognised as other comprehensive income in the Statement of Profit and Loss and Other Comprehensive Income and transferred to a separate foreign exchange reserve under equity. 2.17 Critical accounting judgements and key sources of estimation uncertainty The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below: Impairment of investments and loans to subsidiaries – Note 13 & 15 The Group and the Company assess at each reporting date whether there is any objective evidence that investments in and loans to subsidiaries are impaired. The value of the Company’s investment in DVK amounts to £6.269 million (2024: £6.269 million) and intercompany loans amount to £5.593 million (2024: £4.571 million). To determine whether there is objective evidence of impairment, a considerable amount of estimation is required in assessing the ultimate realisation of these investments/receivables, including valuation, creditworthiness and future cashflows. As at the year end the Directors do not assess there to be any impairment of these amounts. Recoverable value of exploration assets – Note 10 Costs capitalised in respect of the Group’s mining assets are required to be assessed for impairment under the provisions of IFRS 6. The carrying value of the Group's exploration assets at 31 December 2025 was £1.892 million (2024: £2.448 million). An impairment charge of £1.286 million was recognised in the year (see Note 10). Such an estimate requires the Group to exercise judgement in respect of the indicators of impairment and also in respect of inputs used in the models which are used to support the carrying value of ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 56 the assets. Such inputs include estimates of mineral reserves, production profiles, commodity prices, capital expenditure, inflation rates, and pre-tax discount rates that reflect current market assessments of (a) the time value of money; and (b) the risks specific to the asset for which the future cash flow estimates have not been adjusted. Management have concluded that it is appropriate to process an impairment charge in the year in relation to exploration assets and can be further evidenced at note 10. Rehabilitation and restoration provisions – Note 11 The Group assesses at each reporting date whether a rehabilitation and restoration provision is required under IAS 37 in respect of its exploration activities in Kazakhstan. This assessment requires judgement in determining whether the three recognition criteria are met: a present obligation arising from a past event, a probable outflow of resources, and a reliable estimate of the amount. As at 31 December 2025, the Directors have concluded that none of these criteria are met in respect of the Group's active exploration licences. No decision has been taken to cease operations on any active licence and no physical disturbance has occurred that would crystallise a present restoration obligation. The Directors will continue to monitor this position as exploration activities advance. Share based payments – Note 20 The Group issues options and warrants to its employees, directors, investors and advisors. These are valued in accordance with IFRS 2 “Share-based payments” with expense for the year being £0.07 million (2024: £0.05 million). In calculating the related charge on issuing shares and warrants the Group will use a variety of estimates and judgements in respect of inputs used including share price volatility, risk free rate, and expected life. Changes to these inputs may impact the related charge. In the period the Group implemented a long-term incentive program for employees which can be evidence further at note 20. These options have various vesting dates and conditions and have been valued using the Black-Scholes method to assign an appropriate value in the financial statements. 2.18 New standards and interpretations adopted by the Group in the Year The standards and interpretations that are relevant to the Group, effective in this financial year are listed below. There has been no impact on the financial statements from the adoption of these standards. Standard Impact on initial application Effective date Amendments to IAS 21 – Lack of Exchangeability An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. There has been no impact on the financial statements from the adoption of this standard. Annual periods beginning on or after 1 January 2025 ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 57 2.19 Future new standards and interpretations not yet adopted by the Group The standards and interpretations that are relevant to the Group, effective in future financial years are listed below. The Directors do not expect there to be an impact on the financial statements from the adoption of these standards when they do become effective. Standard Impact on initial application Effective date Amendment to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments These amendments: - clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; - clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; - add new disclosures for certain instruments with contractual terms that can change cash flows (such as instruments with features linked to the achievement of ESG targets); and - make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI). 1 January 2026 (early adoption permitted) Amendment to IFRS 9 and IFRS 7 – Power Purchase Agreements (PPAs) These amendments address power purchase agreements. The amendments outline the factors that an entity must consider when applying the ‘own-use’ exception under IFRS 9 to contracts for purchasing and taking delivery of renewable electricity. This is particularly relevant when the electricity source is dependent on natural factors and the purchaser faces significant volume risk. 1 January 2026 (early adoption permitted) IFRS 18 – Presentation and Disclosure in Financial Statements This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: • the structure of the statement of profit or loss; • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general 1 January 2027 (early adoption permitted) ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 58 3. Segmental analysis The Group manages its operations in two segments, being exploration activities in Kazakhstan and corporate functions in the United Kingdom. The results of these segments are regularly reviewed by the board as a basis for the allocation of resources, in conjunction with individual investment appraisals, and to assess their performance. The Group generated no revenue during the year ended 31 December 2025 (2024: £nil). | | | | | | --- | --- | --- | --- | | 31 December 2025 | United Kingdom | Kazakhstan | Total | | | £'000 | £'000 | £'000 | | Administrative expenses | (546) | (403) | (949) | | Share based payments | (66) | - | (66) | | Impairment charge | - | (1,286) | (1,286) | | Other income | - | - | - | | Operating loss from continued operations | (612) | (1,689) | (2,301) | | per reportable segment | | | | | Reportable segment assets | 2, 586 | 1,842 | 4,428 | | Reportable segment liabilities | ( 1,938 ) | ( 5 5 ) | ( 1,99 3 ) | | Total | 648 | 1,78 7 | 2,43 5 | | | | | | | --- | --- | --- | --- | | 31 December 2024 | United Kingdom | Kazakhstan | Total | | | £'000 | £'000 | £'000 | | Administrative expenses | (491) | (896) | (1,387) | | Share based payments | (47) | - | (47) | | Impairment charge | - | (62) | (62) | | Other income | 394 | - | 394 | | Operating loss from continued operations | (144) | (958) | (1,102) | | per reportable segment | | | | | Reportable segment assets | 785 | 2,486 | 3,271 | | Reportable segment liabilities | (67) | (49) | (116) | | Total | 718 | 2,437 | 3,155 | Segment assets and liabilities are allocated based on geographical location. Standard Impact on initial application Effective date IFRS 19 – Subsidiaries without Public Accountability: Disclosures This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. • it does not have public accountability; and it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards. 1 January 2027 (early adoption permitted) ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 59 4. Administrative expenses | | | | | --- | --- | --- | | Administrative expenses for the Group can further be broken down as per below: | | | | | Year ended | Year ended | | | 31 Dec 2025 | 31 Dec 2024 | | | £'000 | £'000 | | Professional fees | (147) | (196) | | Directors’ fees | (173) | (116) | | Salaries & wages | (169) | (82) | | Geological consulting and exploration costs | (2) | (15) | | Insurance | (23) | (6) | | Consultants | (27) | (52) | | Travel | (67) | (33) | | Foreign Exchange | (254) | (788) | | Other administrative expenses | (87) | (99) | | Administrative expenses | (949) | (1,387) | 5. Employees The average number of persons employed by the Group (including directors) during the period ended 31 December 2025 was: | | | | | --- | --- | --- | | | 202 5 | 2024 | | Management | 5 | 5 | | Non - management | 8 | 8 | | | 13 | 13 | The highest paid director received total remuneration of £196,000 (2024: £147,000). 6. Auditor’s Remuneration | | | | | --- | --- | --- | | | Year ended 31 | Year ended 31 | | | December 2025 | December 2024 | | | £'000 | £'000 | | Fees payable for the audit of the Group’s financial statements | 4 8 | 4 6 | | | 4 8 | 4 6 | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 60 7. Taxation | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 December | 31 December | | | 2025 | 2024 | | A reconciliation of the tax charge appearing | £’000 | £’000 | | in the income statement to the tax that would result from applying the standard | | | | rate of tax to the results for the year is: | | | | Loss per accounts | ( 2 , 301 ) | (1,102) | | Tax credit at the weighted standard | | | | average rate of corporation tax in the UK | | | | of 25% and Kazakhstan of 20% | (491) | (227) | | Adjustment for items disallowable for tax | 66 | 47 | | Tax losses for which no deferred tax is recognised | 425 | 180 | | Tax expense recognised in accounts | - | - | The Group has estimated tax losses carried forward of £6,028,000 (2024: £3,870,000) The taxed value of the unrecognised deferred tax asset is £1,147,000 (2024: £722,000) and these losses do not expire. No deferred tax assets in respect of tax losses have been recognised in the accounts as there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered. There are no other factors following this change that may affect future tax charges. 8. Other comprehensive income Items credited to the other comprehensive income line in the statement of comprehensive income relate to the impact of foreign exchange movements when translating the statement of financial position from functional to presentational currencies on consolidation. The corresponding movement is offset against the foreign exchange reserve in the statement of financial position: | | | | | --- | --- | --- | | | Year ended 31 | Year ended 31 | | | December 2025 | December 2024 | | | £'000 | £'000 | | Foreign currency movements | 82 | 233 | | | 82 | 233 | 9. Earnings per share The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year. | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 December | 31 December | | | 2025 | 2024 | | Loss attributable to shareholders of East Star Resources PLC - £’000 | (2,301) | (1,102) | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 61 | | | | | --- | --- | --- | | Weighted number of ordinary shares in issue | 424,291,761 | 264,288,870 | | Basic & dilutive earnings per share from continuing operations – | (0.54) | (0.42) | | pence | | | There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but due to the group making a loss they were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year and prior year presented. 10. Exploration assets Group £’000 Cost and carrying value – 1 January 202 4 2, 149 Additions 578 Foreign exchange ( 249 ) Impairment on licenses ( 30 ) At 31 December 202 4 2, 448 Additions 821 Foreign exchange (9 1 ) Impairment on licenses (1,286) At 31 December 202 5 1,892 Exploration and evaluation assets relate specifically to expenditure incurred to support the exploitation of exploration licences held by the Group's Kazakhstan-based subsidiaries. Following the termination of the Rudny Resources licences during the year, the Group holds a total of 8 active licences across three mineral provinces of Kazakhstan, being the Rudny Altai VMS belt, the Karaganda / Balkash-Ili arc and the Chu-Ili region. In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:  The Group's right to explore in an area has expired, or will expire in the near future without renewal;  No further exploration or evaluation is planned by the Company or in conjunction with potential joint venture partners;  The Board may consider to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves;  Existing joint venture agreements have been terminated;  Sufficient data exists to indicate that the book value may not be fully recovered from future development and production. Following this assessment, the Directors concluded that an impairment charge of £1,285,476 (KZT 883,645,525) was required in the current year in respect of the following licences:  Rudny Resources Limited — £1,242,077 (KZT 853,812,758): The impairment represents the full write- off of capitalised exploration expenditure following the termination on 23 September 2025 of two exploration licences prior to commercial discovery: Licence No. 847-EL (Novo 2) and Licence No. 914- EL (Novo 1). No further exploration activity will be undertaken under these licences.  Copperland Limited — £43,399 (KZT 29,832,766): The impairment represents the write-off of capitalised exploration expenditure in respect of Licence No. 2483-EL (Ayagoz), relinquished by Copperland Ltd prior to commercial discovery. The Copperland subsidiary continues to hold two ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 62 active exploration licences — Snowy (2506-EL) and Piket (3720-EL) — under which exploration activities are ongoing. A 10% movement either way in the KZT/GBP exchange rate would change the carrying value by approximately £189,000 (2024: £245,000). 11. Earn in advance (financial asset) Group £’000 Cost and carrying value – 1 January 202 4 - Additions 32 Foreign exchange - Impairment on licenses ( 32) At 31 December 202 4 - Additions - Impairment on licenses - At 31 December 202 5 - The licences held jointly with Phoenix Mining Ltd in relation to rare earths are referred to above as a financial asset as they do not currently satisfy all the requirements of IFRS 6 to be capitalised as an exploration asset. In the prior year, an amount of £32,000 was incurred with respect to potential rehabilitation costs for the Talyryk licences which was impaired immediately. Rehabilitation and Restoration Provisions The Group has assessed its rehabilitation and restoration obligations in accordance with IAS 37 — Provisions, Contingent Liabilities and Contingent Assets in respect of its exploration activities in Kazakhstan as at 31 December 2025. The Directors have concluded that no rehabilitation provision is required. The Group's current exploration activities do not give rise to present obligations for site restoration that meet the IAS 37 recognition criteria of a present obligation, probable outflow and reliable estimate. No rehabilitation expenditure was incurred during the year ended 31 December 2025. The Directors will continue to monitor rehabilitation obligations as exploration activities advance and will recognise a provision at the earliest point at which the IAS 37 recognition criteria are met. 12. Property, plant & equipment | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | Furniture | | | | | Motor | Plant and | and | Computer | Total | | | vehicle | equipment | fittings | equipment | | | Group | £’000 | £’000 | £’000 | £’000 | £’000 | | Cost | | | | | | | Opening balance – 1 January 202 5 | 2 8 | 31 | 2 | 7 | 68 | | Additions | 12 | - | - | 1 | 13 | | Foreign exchange | ( 1 ) | - | - | - | ( 1) | | At 31 December 202 5 | 3 9 | 31 | 2 | 8 | 80 | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 63 | | | | | | | | --- | --- | --- | --- | --- | --- | | Depreciation | | | | | | | Opening balance – 1 January 202 5 | (1) | (26) | (1) | (5) | (33) | | Charge for the year | (4) | (3) | - | (2) | (9) | | At 31 December 202 5 | ( 5 ) | (2 9 ) | (1) | ( 7 ) | ( 42 ) | | Net book value 31 December 202 4 | 27 | 5 | 1 | 2 | 35 | | Net book value 31 December 202 5 | 3 4 | 2 | 1 | 1 | 3 8 | | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | Furniture | | | | | Motor | Plant and | and | Computer | Total | | | vehicle | equipment | fittings | equipment | | | Group | £’000 | £’000 | £’000 | £’000 | £’000 | | Cost | | | | | | | Opening balance – 1 January 2024 | - | 31 | 2 | 7 | 40 | | Additions | 31 | - | - | 2 | 33 | | Foreign exchange | (3) | - | - | (2) | (5) | | At 31 December 2024 | 28 | 31 | 2 | 7 | 68 | | Depreciation | | | | | | | Opening balance – 1 January 2024 | - | (19) | (1) | (3) | (23) | | Charge for the year | (1) | (7) | - | (2) | (10) | | At 31 December 2024 | (1) | (26) | (1) | (5) | (33) | | Net book value 31 December 2023 | - | 12 | 1 | 4 | 17 | | Net book value 31 December 2024 | 27 | 5 | 1 | 2 | 35 | 13. Investment in subsidiaries | | | | --- | --- | | Company | £’000 | | Cost and carrying value – 3 1 December 202 3 | 6,268 | | Additions during the year | 1 | | At 31 December 202 4 | 6,26 9 | | Additions during the year | - | | At 31 December 202 5 | 6, 269 | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 64 List of Subsidiaries \* Subsidiaries held indirectly through Discovery Ventures Kazakhstan \*\* Subsidiary held indirectly through MVLKAZ Holdings Limited Incorporation of Joint Venture Entities — Endeavour Mining JV Subsequent to the year end, East Star procured the incorporation in the Astana International Financial Centre of Cook JV Co, a private company limited by shares, being the joint venture company ("JVCO") established pursuant to the Earn-In and Joint Venture Agreement with Endeavour Exploration Limited dated 13 November 2025. Cook JV Co in turn incorporated a subsidiary, Cook Exploration, as a limited liability partnership under Kazakhstani law, to hold and operate the Project Licences in accordance with the terms of the Agreement. Both entities were incorporated after 31 December 2025 and are accordingly not included in the list of subsidiaries as at the balance sheet date. At the date of approval of these financial statements, East Star holds 100% of Cook JV Co pending Endeavour's acquisition of its earn-in interest through staged exploration investment of up to US$25 million. Prior to acquiring its Stage 1 earn-in interest, Endeavour holds negative control rights as creditor of Cook JV Co under the associated Loan Agreement. Cook JV Co and Cook Exploration will be consolidated from the date of their incorporation. However, upon Endeavour acquiring its Stage 1 earn-in interest of 51%, East Star's interest in Cook JV Co will reduce to 49% and the entity will be deconsolidated and reclassified as a joint arrangement, accounted for using the equity method in accordance with IFRS 11. Given that the Stage 1 work programme commenced in 2026 with US$2.3 million already committed by Endeavour, it is possible Name Business Activity | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Country of | | %age | %age | | | | Incorporatio | | Holding | Holding | | | | n | Registered Address | 2025 | 2024 | | Discovery | | | VP 32, building 12/1, | | | | Ventures | Mineral | Kazakhstan | Dinmuhamed Konaev street, | 100% | 100% | | Kazakhstan | exploration | | Yesil district, Astana, | | | | Limited | | | Z05H9B0, Kazakhstan | | | | | | | bld. 12/1, VP 32, 3rd floor, | | | | Chu Ili Resources | Mineral | Kazakhstan | IHUB coworking, D. Konayev | 80% | 80% | | ltd\* | exploration | | Street, Yessil district, Astana | | | | | | | city, Z05H9B0, Kazakhstan | | | | | | | bld. 12/1, VP 32, 3rd floor, | | | | Rudny Resources | Mineral | Kazakhstan | IHUB coworking, D. Konayev | 80% | 80% | | ltd\* | exploration | | Street, Yessil district, Astana | | | | | | | city, Z05H9B0, Kazakhstan | | | | | | | bld. 12/1, VP 32, 3rd floor, | | | | Copperland | Mineral | Kazakhstan | IHUB coworking, D. Konayev | 100% | 100% | | Limited \* | exploration | | Street, Yessil district, Astana | | | | | | | city, Z05H9B0, Kazakhstan | | | | MVLKAZ Holdings | Holding | United | Eccleston Yards, 25 Eccleston | 100% | 100% | | Limited | company | Kingdom | Place, London, SW1W 9NF | | | | | | | VP 32, building 12/1, | | | | MVLKAZ Limited | Mineral | Kazakhstan | Dinmuhamed Konaev street, | 100% | 100 % | | \*\* | exploration | | Yesil district, Astana, | | | | | | | Z05H9B0, Kazakhstan | | | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 65 that this transition occurs during the year ending 31 December 2026. The Group will disclose the impact of this transition in its consolidated financial statements for the year ending 31 December 2026. 14. Cash and cash equivalents | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | As at | As at | As at | As at | | | 31 December | 31 December | 31 December | 31 December | | | 2025 | 2024 | 2025 | 2024 | | | £’000 | £’000 | £’000 | £’000 | | Cash at bank | 442 | 678 | 440 | 658 | 15. Inter-company receivable | | | | | --- | --- | --- | | Company | | | | | As at 31 | As at 31 | | | December 2025 | December 2024 | | | £'000 | £'000 | | Inter - company loan receivable | 5,593 | 4,571 | | | 5,593 | 4,571 | 16. Trade and other receivables | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | As at | As at | As at | As at | | | 31 December | 31 December | 31 December | 31 December | | | 2025 | 2024 | 2025 | 2024 | | | £’000 | £’000 | £’000 | £’000 | | VAT receivable | 13 | 23 | 13 | 23 | | Prepayments | 25 | 24 | 17 | 19 | | Other debtors | 2,018 | 63 | 1,974 | 10 | | | 2,056 | 110 | 2,004 | 52 | Expected credit loss model under IFRS 9 has not been applied with respect to receivables due to this being inappropriate for the above receivables. Other debtors increased significantly at the year-end due to amounts receivable from Endeavour in respect of the Convertible Loan Note, as well as exercised warrants, both of which were settled in January 2026. 17. Convertible Loan Note | | | | | --- | --- | --- | | Company | | | | | As at 31 | As at 31 | | | December 2025 | December 2024 | | | £'000 | £'000 | | Convertible Loan Note | 1,711 | - | | | 1,711 | - | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 66 On 1 December 2025, the Company issued an unsecured convertible loan note ("CLN") of £1,711,000 to Endeavour Mining PLC, convertible into 74,391,304 ordinary shares at a conversion price of £0.023 per share. The CLN is interest-free save where, if not converted within 12 months, interest becomes payable. The CLN is classified as a non-current liability at 31 December 2025. Subsequent to the year end, on 10 February 2026, the CLN was converted in full into 74,391,304 new ordinary shares, admitted to trading on 16 February 2026, increasing Endeavour's total shareholding to 78,591,304 ordinary shares representing 14.3% of the Company's enlarged issued share capital. 18. Trade and other payables | | | | | | | --- | --- | --- | --- | --- | | | Group | | Company | | | | As at | As at | As at | As at | | | 31 December | 31 December | 31 December | 31 December | | | 2025 | 2024 | 2025 | 2024 | | | £’000 | £’000 | £’000 | £’000 | | Trade payables | 123 | 71 | 68 | 22 | | Accruals | 158 | 44 | 158 | 44 | | Other payables | 1 | 1 | 1 | 1 | | | 282 | 116 | 227 | 67 | 19. Share capital and share premium | | | | | | | --- | --- | --- | --- | --- | | | Ordinary | Share | Share | | | Group and Company | Shares | Capital | Premium | Total | | | # | £ ’000 | £’000 | £’000 | | At 31 December 2023 | 218,650,164 | 2,187 | 6,052 | 8,23 9 | | Issue of ordinary shares – exercise of warrants | 1,200,333 | 12 | 24 | 36 | | Issue of ordinary shares – performance | | | | | | shares milestones reached 1 | 75,000,000 | 750 | 3,000 | 3,750 | | Issue of ordinary shares – share | | | | | | placement 2 | 100,926,292 | 1,009 | 151 | 1,160 | | Issue of ordinary shares – fees settled in shares 2 | 1,739,130 | 17 | 3 | 20 | | Share issue costs | - | - | ( 52 ) | ( 52 ) | | At 31 December 2024 | 397,515,919 | 3, 975 | 9, 1 78 | 13, 153 | | Issue of ordinary shares – Subscription | | | | | | and WRAP retail offer 3 | 47,868,616 | 479 | 144 | 623 | | Issue of ordinary shares – Strategic | | | | | | investment by Endeavour Mining 4 | 4,200,000 | 42 | 55 | 97 | | Issue of ordinary shares – fees settled in shares 5 | 25,590,545 | 256 | 511 | 767 | | Share issue costs | - | - | ( 54 ) | (17) | | At 31 December 2025 | 475,175,080 | 4,752 | 9,8 34 | 14, 586 | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 67 1 In July 2024, the Mineral Resource Estimate performance threshold of 1Moz at 2 g/t gold equivalent as per the share purchase agreement with the vendors of DVK was met resulting in the issue of 75m performance shares. The value of these shares of £3.75m were transferred from Shares to be Issued. 2 On 16 October 2024, the Company issued 100,926,292 ordinary shares at £0.0115 as part of a share placement along with 1,739,130 ordinary shares at the same price in settlement of £20,000 accrued director fees. 3 In June 2025, the Company issued 47,868,616 ordinary shares at £0.013 per share by way of an oversubscribed Subscription and WRAP Retail Offer, raising gross proceeds of £622,292. 4 On 1 December 2025, the Company issued 4,200,000 ordinary shares at £0.023 per share to Endeavour Mining PLC as part of a £1,807,600 strategic investment, raising gross proceeds of £96,600 from the share issuance, accompanied by the issue of an unsecured convertible loan note of £1,711,000 convertible into 74,391,304 ordinary shares at £0.023 per share, upon which Endeavour will hold 15% of the Company's enlarged issued share capital. 5 On 30 December 2025, the Company received warrant exercise notices for 25,590,545 ordinary shares at £0.03 per share, raising gross proceeds of £767,716, bringing the Company's total issued share capital to 475,175,080 ordinary shares. The share premium represents the difference between the nominal value of the shares issued and the actual amount subscribed less; the cost of issue of the shares, the value of the bonus share issue, or any bonus warrant issue. The Company has only one class of share, being ordinary shares at a nominal value of £0.01 (2024: £0.01). All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. 20. Share based payments reserve | | | | | --- | --- | --- | | | Group | Company | | | £’000 | £’000 | | As at 31 December 2023 | 307 | 307 | | Employee options issued | 32 | 32 | | LTIP options issued | 15 | 15 | | As at 31 December 2024 | 354 | 354 | | Employee options issued 1 | 32 | 32 | | LTIP options issued 2 | 61 | 61 | | Broker warrants 3 | (27) | (27) | | As at 31 December 2025 | 420 | 420 | 1 On 13 December 2021, 11,250,000 employee options were granted. These options have an exercise price of £0.05 and expire 5 years from the grant date. Value attributed to the share-based payments reserve in the current period represents the pro-rata portion of the expense brought to account over the vesting period. 2 On 1 March 2023 the remuneration committee approved the adoption of a long-term incentive plan ("LTIP"). Value attributed to the share based payments reserve in the current period represents the pro-rata portion of the expense brought to account over the vesting period. Additionally, on 11 March 2025, 8,458,688 options were granted to employees and directors under the Company's Long-Term Incentive Plan at an exercise price of £0.015 per share, vesting on 11 March 2026 and ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 68 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | expiring 10 February 2035, with a total fair value of £48,349 calculated using the Black-Scholes model. The | | | | | | | | share-based payment charge recognised in the year ended 31 December 2025 is £39,076. | | | | | | | | 3 On 13 June 2025, 351,582 warrants were issued to SI Capital Ltd (exercise price £0.013, expiring 13 June | | | | | | | | 2028) with a fair value of £3,293, and 446,538 warrants were issued to Cavendish Securities Plc (exercise | | | | | | | | price £0.03, expiring 13 June 2026) with a fair value of £722. During the year, 2,146,000 warrants with an exercise price of £0.05 expired unexercised and the associated share-based payment reserve of £30,583 was reversed to profit or loss. | | | | | | | | Share based payments valuation | | | | | | | | The charges associated with the share-based payments have been applied to the statement of profit or loss | | | | | | | | and other comprehensive income. The following tables summarises the valuation techniques and inputs | | | | | | | | used to calculate the values of share-based payments: | | | | | | | | Warrants | | | | | | | | Options | | Share | Exercise | Volatility | RF Rate | | | Grant date | Number | | | Expiry date | Technique | | | | | price £ | price £ | % | % | | | 11 March | | | | 10 February | | | | | 8,458,688 | 0.009 | 0.015 | 85 | 4.2 | Black Scholes | | 2025 | | | | 2035 | | | | Warrants | | | | As at 31 December 2025 | | | | | | | | Weighted average | Number of | | | | | | | exercise price | warrants | | | Brought forward at 1 January 2024 | | | | 4.00p | 45,213,505 | | | Lapsed in period | | | | 5.00p | (1,200,000) | | | Exercised in period | | | | 3.00p | (1,200,333) | | | Granted in period | | | | 3.00p | 1,578,130 | | | Granted in period | | | | 1.15p | 286,956 | | | Outstanding at 31 December 2024 | | | | 3.33p | 44,678,258 | | Grant date Number Share price £ Exercise price £ Expiry date Volatility % RF Rate % Technique 13 June 2025 351,582 0.0133 0.013 13 June 2028 125 4.2 Black Scholes 13 June 2025 446,538 0.0133 0.030 13 June 2026 125 4.2 Black Scholes ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 69 | | | | | --- | --- | --- | | Exercisable at 31 December 2024 | 3.33p | 44,678,258 | | Brought forward at 1 January 2025 | 3.33p | 44,678,258 | | Lapsed in period | 5.00p | (2,146,000) | | Lapsed in period | 3.00p | (11,187,252) | | Exercised in period | 3.00p | (25,590,545) | | Granted in period | 1.30p | 351,582 | | Granted in period | 3.00p | 446,538 | | Outstanding at 31 December 2025 | 4.50p | 6,552,581 | | Exercisable at 31 December 2025 | 4.50p | 6,552,581 | The weighted average time to expiry of the warrants as at 31 December 2025 is 1.10 years (2024: 0.92 years). | | | | | --- | --- | --- | | Options | | | | | | As at 31 December 2025 | | | Weighted average | | | | exercise price | Number of options | | Brought forward at 1 January 2024 | 5p | 14,934,500 | | Granted in period | | - | | Vested in period | 4.3p | 2,125,584 | | Outstanding at 31 December 2024 | 4.8p | 14,934,500 | | Exercisable at 31 December 2024 | 4.7p | 5,875,584 | | Brought forward at 1 January 2025 | 4.8p | 14,934,500 | | Granted in period | 1.5p | 8,639,847 | | Vested in period | 1.5p | 1,198,661 | | Outstanding at 31 December 2025 | 3.7p | 23,574,347 | | Exercisable at 31 December 2025 | 3.7p | 7,074,245 | The weighted average time to expiry of the options as at 31 December 2025 is 5.02 years (2024: 3.68 years). The option vesting conditions of the LTIP options are as below: - 50% of the Shares under Option (rounded down to the nearest whole number) shall Vest on the first anniversary of the Date of Grant; - 25% of the Shares under Option (rounded down to the nearest whole number) shall Vest on the second anniversary of the Date of Grant; ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 70 - 25% the remaining number of the Shares under Option shall Vest on the third anniversary of the Date of Grant. 21. Other Reserves Share capital to issue reserve Shares to be issued as part of the DVK acquisition based on performance milestones. The reserve at 31 December 2024 represented contingent consideration for the DVK acquisition which fully vested and was settled by the issue of shares during 2024. The reserve has been £nil throughout the year ended 31 December 2025. Foreign exchange reserve Foreign exchange differences arising on translating subsidiary financial statements into the Group's presentation currency. Share based payment reserve Cumulative charge recognised under IFRS 2 in respect of share-based payment awards. Reverse acquisition reserve Represents the difference between the pre-acquisition value of the equity of the Parent Company and the investment in DVK, net of expenses, arising on the reverse acquisition of DVK by the Company in January 2022. Retained earnings Retained earnings represents cumulative profits and losses net of dividends and other adjustments. 22. Reverse acquisition On 10 January 2022, the Company acquired the entire share capital of Discovery Ventures Kazakhstan Limited ("DVK"), whose principal activity is to undertake exploration activities relating to gold and copper mineral resources in Kazakhstan, through the issue of 45,000,000 consideration shares. Although DVK became a wholly owned subsidiary of the Company, the transaction constitutes a reverse acquisition as in substance it resulted in a fundamental change in the business of the Company. The transaction has been accounted for as a reverse acquisition and, as the Company's activities prior to the acquisition were purely the maintenance of the Main Market LSE listing, the directors did not consider this to meet the definition of a business in accordance with IFRS 3. Accordingly, rather than recognising goodwill, the difference between the equity value given up by the DVK shareholders and the share of the fair value of net assets gained is charged to the statement of comprehensive income as a share-based payment on reverse acquisition, representing in substance the cost of acquiring a Main Market LSE listing. The fair value of the net assets of East Star at acquisition was as follows: | | | | --- | --- | | | £’000 | | Cash and cash equivalents | 1,835 | | Convertible loan notes | 609 | | Other receivables | 151 | | Trade and other payables | (848) | | Net assets | 1,747 | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 71 The difference between the deemed cost (£3,477,000) and the fair value of the net assets assumed above of £1,747,000 resulted in £1,730,000 being expensed within "reverse acquisition expenses" in accordance with IFRS 2. The reverse acquisition reserve which arose from the reverse takeover is made up as follows: | | | | --- | --- | | | £’000 | | Pre - acquisition equity 1 | (473) | | DVK share capital at acquisition 2 | 216 | | Investment in DVK 3 | (6,268) | | Reverse acquisition expense 4 | 1,730 | | | (4,795) | 1. Recognition of pre-acquisition equity of East Star as at 10 January 2022. 2. DVK had equity at the date of acquisition of £216,000. As these financial statements present the capital structure of the legal parent entity, the equity of DVK is eliminated. 3. The value of the shares issued by the Company in exchange for the entire share capital of DVK as at the share price used in the placing that occurred simultaneously (£0.05). The above entry is required to eliminate the balance sheet impact of this transaction. I. Initial consideration: 45 million shares at £0.05 (£2,250,000) II. Contingent consideration: 75 million shares at £0.05 (£3,750,000) III. Convertible loan notes settled on behalf of DVK through issue of 5.35m shares at £0.05 (£267,500) 4. The reverse acquisition expense represents the difference between the value of the equity issued by the Company, and the deemed consideration given by DVK to acquire the Company. 23. Financial Instruments and Risk Management Capital management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company and the Group is to minimise costs and liquidity risk. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, share premium, reverse acquisition reserves, foreign exchange reserves and retained earnings as disclosed in the Consolidated Statement of Changes of Equity. The Group is exposed to a number of risks through its normal operations, the most significant of which are interest, credit, foreign exchange and liquidity risks. The management of these risks is vested to the Board of Directors. The sensitivity has been prepared assuming the liability outstanding was outstanding for the whole period. In all cases presented, a negative number in profit and loss represents an increase in expense/decrease in income. General objectives and policies As alluded to in the Directors report the overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are detailed below. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 72 Principal financial instruments The principal financial instruments used by the Group from which the financial risk arises are as follows: Policy on financial risk management The Group’s principal financial instruments comprise cash and cash equivalents, other receivables, trade and other payables. The Group’s accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 2 – “Accounting Policies”. The Group does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value. Derivatives, financial instruments and risk management The Group does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. Foreign currency risk The Group operates in a global market with income and costs arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in currencies other than the Group’s functional currency. Currency exposures are reviewed regularly. The Group has a limited level of exposure to foreign exchange risk through its foreign currency denominated cash balances, trade receivables and payables: | | | | | --- | --- | --- | | | 31 December | 31 December | | | 2025 | 2024 | | £ GBP | £'000 | £'000 | | Cash and cash equivalents | 2 | 19 | | Trade and other receivables | 50 | 58 | | Trade and other payables | (56) | (49) | | | (4) | 28 | Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group . The Group has adopted a policy of only dealing with creditworthy counterparties. The Group’s exposure and the credit ratings of its counterparties are monitored by the Board of Directors to ensure that the aggregate value of transactions is spread amongst approved counterparties. The Group applies IFRS 9 to measure expected credit losses for receivables, these are regularly monitored and assessed. Receivables are subject to an expected credit loss provision when it is probable that amounts outstanding are not recoverable as set out in the accounting policy. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 73 The Group’s principal financial assets are cash and cash equivalents. Cash equivalents include amounts held on deposit with financial institutions. The credit risk on liquid funds held in current accounts and available on demand is limited because the Group’s counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Group has zero trade receivables and therefore there is no risk relating to a 3 rd party being unable to service its obligations. The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recorded in the financial statements. Interest rate risk The Group currently has no borrowings. The Group’s principal financial assets are cash and cash equivalents. Cash equivalents include amounts held on deposit with financial institutions. The effect of variable interest rates is not significant. Liquidity risk During the period ended 31 December 2025, the Group was primarily financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as cash deposits in Sterling except for minor working capital requirements held in subsidiary bank accounts. In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its liabilities as they fall due. The table below shows the undiscounted cash flows on the Group’s financial liabilities as at 31 December 2025 on the basis of their earliest possible contractual maturity. | | | | | | --- | --- | --- | --- | | | | Within 2 | Within 2 - 6 | | | Total | months | months | | | £’000 | £’000 | £’000 | | At 3 1 Dec ember 202 5 | | | | | Trade payables | 282 | 124 | 158 | 24. Financial assets and liabilities | | | | | --- | --- | --- | | | | Financial assets/liabilities at amortised cost | | Group – Year ended 31 Dec ember | 202 5 | 202 4 | | | £'000 | £'000 | | Trade and other receivables 1 | 2,031 | 86 | | Cash and cash equivalents | 442 | 678 | | Trade and other payables 2 | ( 125 ) | (72) | | | 2,348 | 692 | ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 74 | | | | | --- | --- | --- | | | | Financial assets/liabilities at amortised cost | | Company – Year ended 31 December | 2025 | 2024 | | | £'000 | £'000 | | Trade and other receivables 1 | 1,974 | 33 | | Cash and cash equivalents | 440 | 658 | | Trade and other payables 2 | ( 68 ) | (23) | | | 2,346 | 668 | 1 Trade and other receivables excludes prepayments 2 Trade and other payables excludes accruals 25. Statement of Net Debt | | | | | | | --- | --- | --- | --- | --- | | | Group | | | Company | | | Year ended 31 | Year ended 31 | Year ended 31 | Year ended 31 | | | December 2025 | December 2024 | December 2025 | December 2024 | | | £'000 | £'000 | £'000 | £'000 | | Total bank loans and overdraft | – | – | – | – | | Less: cash and cash | (442) | (678) | (440) | (658) | | equivalents | | | | | | Net debt / (cash) | (442) | (678) | (440) | (658) | | Total equity attributable to shareholders of the parent | 2,435 | 3,155 | 12,368 | 11,483 | | Gearing | n/a | n/a | n/a | n/a | 26. Related Party Transactions Orana Corporate LLP - Service Agreement During the year, £54,000 of fees were accrued to Orana Corporate LLP (2024: £45,000), of which £5,520 was owing at year end (2024: £5,430) for the provision of corporate accounting services. Anthony Eastman is a director of East Star Resources PLC and Orana. ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 75 Other than these there were no other related party transactions. Directors remuneration See Directors report for details on Directors remuneration in the period. 27. Ultimate Controlling Party As at 31 December 2025, there was no ultimate controlling party of the Group. 28. Capital Commitments The Group is committed to the following minimum expenditure across various licenses within 12 months from 31 December 2025: | | | | | | --- | --- | --- | --- | | | | | Annual minimal | | License area | License | Owner | expenditures on exploration | | | | | £ ’000 | | Apmintas | 774-EL | Chu-Ili Resources Limited | 102 | | RA 1 | 1799-EL | Discovery Ventures Kazakhstan Limited | 39 | | RA 3 | 1795-EL | Discovery Ventures Kazakhstan Limited | 29 | | Snowy | 2506-EL | Copperland Limited | 29 | | RA 4 | 2546-EL | Discovery Ventures Kazakhstan Limited | 8 | | RA 5 | 3631-EL | Discovery Ventures Kazakhstan Limited | 8 | | Piket | 3720-EL | Copperland Limited | 34 | | Judzha | 3724-EL | Discovery Ventures Kazakhstan Limited | 15 | | | | Total | 264 | 29. Contingent assets VAT recoverable The subsidiaries of East Star Resources had accrued an amount of £12,887 (2024: £38,000) relating to VAT incurred on expenditure on the various mining licenses to 31 December 2025. As the Group is currently not generating revenue these amounts cannot be offset but are retained if revenue is generated in a period of 5 years from incurring the expense. Per “IAS 37 – Provisions, Contingent Liabilities and Contingent Assets” this amount should not be recognised as an asset due to the uncertainty of economic benefits flowing to the Group but is disclosed as a contingent asset as the inflow of economic benefits is probable. 30. Contingent liabilities There were no contingent liabilities over the Group as at 31 December 2025. 31. Events subsequent to year end Convertible Loan Note Conversion On 10 February 2026, the £1.711 million unsecured convertible loan note ("CLN") held by Endeavour Mining PLC (LSE: EDV/TSX: EDV) and recognised as a non-current liability at 31 December 2025 (see Note 17), was converted into equity. The conversion resulted in the allotment of 74,391,304 new ordinary shares in the Company at a conversion ![]() EAST STAR RESOURCES PLC – COMPANY NUMBER 13025608 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Page | 76 price of £0.023 per share. The new shares were admitted to trading on the Main Market of the London Stock Exchange and to listing on the equity shares (transition) category of the FCA's Official List on 16 February 2026. Following this conversion, Endeavour Mining's ownership in the Company increased to 78,591,304 ordinary shares, representing 14.3% of the Company's issued share capital. Endeavour Mining, a FTSE 100 constituent and one of the world's leading gold producers, has made a total investment into the Company of over £1.8 million. Following these transactions, the Company's total issued share capital comprises 549,566,384 ordinary shares with voting rights, with no shares held in Treasury. Incorporation of Joint Venture Entities — Endeavour Mining JV Subsequent to the year end, East Star incorporated Cook JV Co in the Astana International Financial Centre, being the joint venture company established pursuant to the Earn-In and Joint Venture Agreement with Endeavour Exploration Limited dated 13 November 2025. Cook JV Co in turn incorporated Cook Exploration, a limited liability partnership under Kazakhstani law, to hold and operate the Project Licences. Both entities were incorporated after 31 December 2025 and are not included in the subsidiary list at the balance sheet date. East Star holds 100% of Cook JV Co pending Endeavour's earn-in. Upon Endeavour acquiring its Stage 1 interest of 51%, Cook JV Co will be deconsolidated and reclassified as a joint arrangement under IFRS 11. Given that US$2.3 million has already been committed under Stage 1, this transition may occur during the year ending 31 December 2026 and will be disclosed accordingly. Xinhai Mining Joint Venture Agreement On 19 March 2026, East Star formalised a joint venture agreement with Hong Kong Xinhai Mining Services Limited ("Xinhai") for the development of the Verkhuba Copper Deposit (RA 3, Licence 1795-EL). Under the agreement, Xinhai will fund 100% of all costs from resource definition drilling through to commissioning — an estimated US$65 million — in exchange for up to a 70% interest in a newly incorporated joint venture company. East Star is fully carried and retains a 30% interest in the producing mine. Resource definition drilling is targeted to commence by June 2026. The JVA gives binding legal effect to the Heads of Agreement signed on 11 December 2025, referenced in Notes 10 and 13, and is treated as a non-adjusting post-balance sheet event under IAS 10.