(formerly ACG Acquisition Company Limited)
Annual Report 2024
Performance Highlights 1
Chair’s Review 3
Strategic Report 6
Corporate Governance 16
QCA Corporate Governance Statement 20
Financial Risk Management 28
Environmental, Social, and Governance (ESG) Matters 33
Directors’ Report 38
Directors’ Remuneration Report 44
Independent Auditor’s Report to the Members Of
ACG Metals Limited 46
Consolidated Statement of Profit or Loss and Other
Comprehensive Income 57
Consolidated Balance Sheet 58
Consolidated Statement of Changes in Equity 60
Consolidated Statement of Cash Flows 62
Notes to the Consolidated Financial Statements 64
Officers and Advisers 114
Contents
Our Vision
Our vision is to become a premier copper producer with best-in-class ESG
and carbon footprint characteristics.
Annual Report and Accounts / For the year ending 31 December 2024ACG Metals Limited
Performance Highlights
Annual Report and Accounts / For the year ending 31 December 2024ACG Metals Limited
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Strategic ReportGovernance ReportFinancial Statements
Financial performance
Year ended 31 December 2024
Revenue $57.7 million
Operating profit $4.8 million
Operating cash flow $21.3 million
Year-end cash balance $9.7 million
Consolidated cash and other liquid funds $9.7 million
Acquisition and corporate debt $39.6 million
Net assets $58.3 million
Operational Highlights
Acquisition of
Polimetal Madencilik
Sanayi ve Ticaret A.Ş.
(“Polimetal”) and
by extension, the
Gediktepe Mine in
Turkey
Successful transition
from a Special
Purpose Acquisition
Company (“SPAC”)
to a fully operational
mining enterprise
listed on the Main
Market of the London
Stock Exchange
(“LSE”)
Establishment
of a fixed-price,
turnkey Engineering,
Procurement and
Construction (“EPC”)
contract with Gap
İnşaat Yatırım ve
Dış Ticaret Anonim
Şirketi (“GAP İNŞAAT”)
for the $146 million
brownfield sulphide
expansion at
Gediktepe
Successful
completion of a
pioneering $200
million Nordic senior
secured bond
placement, the
first of its kind for a
Turkish mining asset
A continuing safety
record of 634 LTI-free
days
Significant growth
in ore processed,
average gold and
silver grades and
sales and realised
prices
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Chair’s Review
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Strategic ReportGovernance ReportFinancial Statements
Dear Shareholders,
I am delighted to present the
Annual Consolidated Financial
Statements of ACG Metals Limited
and its subsidiaries (“ACG” or the
“Group”) for the financial year
ended 31 December 2024.
The past financial year marked a
transformative chapter in ACG’s
growth journey, defined by strategic
milestones that have substantially
advanced our vision to become
a premier copper producer and
unlock long-term value for our
stakeholders.
Our acquisition of Polimetal
Madencilik Sanayi ve Ticaret A.Ş.
(“Polimetal”) and by extension,
the Gediktepe Mine in Turkey in
August, represents a cornerstone
achievement for us, providing
ACG with a strong and immediate
production base, significant
growth potential, and positioning
us to become a significant player
in the global copper sector.
Gediktepe represents not just a
major acquisition but a critical first
step towards building a robust,
diversified, and resilient copper
platform that aligns with our
long-term strategic vision.
Alongside this first acquisition,
ACG transitioned successfully
from a Special Purpose Acquisition
Company (“SPAC”) to a fully
operational mining enterprise
listed on the main board of the
London Stock Exchange (“LSE”). This
strategic move has significantly
strengthened our corporate
profile, broadened our exposure
to international capital markets,
and provided enhanced access to
diverse funding opportunities.
In November, shortly following
the completion of the Gediktepe
transaction, we achieved another
major milestone by entering into
a fixed-price, turnkey Engineering,
Procurement and Construction
(“EPC”) contract with Gap İnşaat
Yatırım ve Dış Ticaret Anonim Şirketi
(“GAP İNŞAAT”) for the $146 million
brownfield sulphide expansion at
Gediktepe. This expansion leverages
existing site infrastructure and
benefits from extensive geological
studies and proven metallurgical
processes. Once operational, this
project is projected to deliver
annual production of up to 25,000
tonnes of copper equivalent over
an initial 11-year mine life. This
development serves as a vital
catalyst, significantly accelerating
our journey towards becoming
one of the leading copper-focused
companies listed on the LSE.
“The past
financial year
marked a
transformative
chapter in
ACG’s growth
journey”
Chair’s Review continued
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The sulphide expansion project
is inherently low-risk, capitalizing
on more than a decade of
comprehensive technical studies
and leveraging the existing
infrastructure from our oxide
operation. It entails a two-stage
flotation process plant - a
metallurgical approach proven and
optimized over many years as well
as essential supporting earthworks,
including waste management,
tailings facilities, and environmental
pond infrastructure.
Building upon this positive
momentum, in December 2024
ACG passed another landmark
by successfully completing a
pioneering $200 million Nordic
senior secured bond placement, the
first of its kind for a Turkish mining
asset and subsequently settling
the bond issue in January 2025.
The enthusiastic reception of this
bond issuance underscores the
market’s confidence in our strategic
direction, operational capability,
and growth trajectory, while further
enhancing our financial flexibility
and international visibility.
The Company also benefited
considerably from robust gold
prices during the last quarter of
the year, providing additional
financial strength and reinforcing
our resilience amidst fluctuating
market conditions. We are now
ideally positioned to benefit from
a structured gold hedge, signed in
March 2025, which covers 50% of
planned annual production through
to 2026 thereby enhancing cash
flow visibility, reducing risk whilst
preserving upside returns.
ACG continues to benefit from the
communication of tariff increases
in the United States and the
higher commodity prices, namely
gold, which was driven by market
movements. These economic
factors have enhanced investor
confidence and contributed
to improved financial stability
reinforcing its strategic growth
trajectory.
Looking ahead, the Board and
management remain dedicated to
disciplined execution, operational
excellence and progressing
our growth strategy to deliver
long-term, sustainable value for our
shareholders.
On behalf of the Board, I extend
my sincere gratitude for your
ongoing support and confidence
in our vision, as well as our talented
team that are driving this positive
momentum.
Artem Volynets
Chairman and Chief Executive
Office
24 April 2025
“The Gediktepe
deal marked
a successful
demonstration
of ACG’s ability
to structure
and execute
a complex,
multi-layered
acquisition
within a
compressed
timeline”
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Strategic Report
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The Directors present their
Management Summary for the
period ended 31 December 2024.
Business and FY2024
overview
In 2024, ACG Metals completed its
transition from a Special Purpose
Acquisition Company (SPAC) into
a fully funded operational mining
enterprise listed on the Main Market
of the London Stock Exchange. ACG
is focused on building a diversified,
high-margin copper platform
aligned with the growing global
demand for critical raw materials.
The Company was founded with
a clear strategic vision: to acquire
and operate high-quality copper
and polymetallic assets with robust
technical profiles, strong near-term
cash flow, and scalable long-term
growth potential.
The Company’s defining
achievement during the year was
the successful acquisition of the
Gediktepe Mine in Western Turkey
in August 2024. This transaction
provided ACG with its first producing
asset, an open-pit polymetallic
mine with existing oxide gold
and silver production and a fully
permitted sulphide deposit rich in
copper and zinc. Gediktepe was
acquired from Lidya Madencilik
Sanayi ve Ticaret A.Ş. (“Lidya”), a
subsidiary of the Turkish industrial
conglomerate Çalık Holding, a
well-established operator with
a history of successful project
execution and regulatory alignment.
Gediktepe was targeted not only for
its production-ready nature but for
its ability to serve as a launchpad
for ACG’s broader growth strategy.
The asset offers several key
advantages: (1) it is in production,
generating immediate cash flow
from gold and silver sales; (2) it
has a defined copper expansion
pathway that is fully permitted and
technically de-risked through over
a decade of studies; and (3) it is
supported by existing infrastructure
including roads, power, tailings,
and water management systems,
significantly reducing development
risk and capex intensity.
From a transactional perspective,
the Gediktepe deal marked a
successful demonstration of ACG’s
ability to structure and execute a
complex, multi-layered acquisition
within a compressed timeline. This
included due diligence, commercial
negotiations, equity issuance to
the seller, interim debt financing
from commodity-linked partners,
and a rapid re-admission to the LSE
following completion.
Post-acquisition, ACG was
re-admitted to the main board
of the London Stock Exchange
in September 2024, transitioning
from a shell company to a full
operating business. The Company’s
LSE re-admission significantly
enhanced its capital markets
profile, improved liquidity and
trading visibility, and enabled
broader institutional access. It also
allowed the Company to meet the
eligibility criteria for a wider array
of funds and index-linked investors,
providing a long-term benefit to
capital formation and valuation.
The Gediktepe acquisition and LSE
re-admission were followed swiftly
by the award of a $146 million
fixed-price turnkey Engineering,
Procurement and Construction
(EPC) contract to GAP İnşaat Yatırım
ve Dış Ticaret A.Ş., one of Turkey’s
largest construction and industrial
services groups. This contract
covers the full delivery of the
Gediktepe sulphide flotation circuit,
including design, procurement,
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civil works, installation, and
commissioning.
The fixed-price nature of the EPC
contract is a key risk mitigant and
reflects ACG’s commitment to
financial discipline and capital
control. The decision to contract
with a well-established Turkish
EPC firm also reinforces local
stakeholder engagement and
enhances execution confidence,
given GAP’s extensive track record
of successful project delivery
in-country.
To fully fund this expansion and
refinance the acquisition-related
debt, ACG completed a $200 million
Nordic senior secured bond in
December 2024. This bond marked
the first-ever Nordic-style secured
issuance linked to a Turkish mining
asset. It attracted significant
investor interest from institutional
fixed income funds across
Europe and the rest of the globe,
reflecting a strong appetite for
emerging-market credit exposure
backed by high-grade metals
projects.
Settlement of the bond occurred
in January 2025, after which
construction mobilisation began.
The bond secured the Company’s
capital requirements for the
Gediktepe expansion, illustrating
ACG’s access to sophisticated
and scalable international capital
markets. The structure of the bond
(a fixed coupon and four-year
maturity bond, with security over
key assets) provides ACG with
predictability and flexibility to
execute its growth plan.
These milestones have reshaped
ACG Metals. From a SPAC with a
stated copper focus, the Group
now owns a producing mine, is
constructing a copper expansion,
has access to capital, and is led by
an internationally credible team
and Board. The Group entered
2025 not as a concept, but as a
fully operational business, already
generating cash flows and on track
to deliver copper production with a
clear growth runway.
“These
milestones
have reshaped
ACG Metals.
From a SPAC
with a stated
copper focus,
the Group
now owns a
producing
mine, is
constructing
a copper
expansion,
has access to
capital, and
is led by an
internationally
credible team
and Board.”
Strategic Report continued
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Full Year 2024 Gediktepe Operational Performance
The Gediktepe Mine delivered strong operational results for the full year
ended 31 December 2024, demonstrating both the quality of the asset and
the effectiveness of site-level management during a critical transition
year. While ACG’s consolidated financial statements only reflect the
mine’s performance from the acquisition date, full-year operational data
is presented here to provide a complete view of the mine’s capacity and
momentum as ACG assumed ownership.
Operating KPI 2024 Result YoY Change
Safety 634 LTI-free days n/a
Ore Processed 801,600 tonnes 18%
Average Gold Grade 2.53 g/t 11%
Average Silver Grade 71.8 g/t 24%
Gold Equivalent Production 55,374 oz 49%
Gold Sales 49,165 oz 49%
Silver Sales 670,130 oz 85%
Gold Equivalent Sales 57,072 oz 52%
Realised Gold Price $2,387/oz 22%
Realised Silver Price $28.56/oz 22%
C1 Cash Costs $606/oz -4%
All-in Sustaining Costs (AISC) $1,139/oz -2%
Safety and Workforce
Gediktepe operated throughout
the year with an exemplary safety
record, achieving 634 lost-time
injury (LTI)-free days without a
single LTI. This reflects both the
embedded safety culture of the
legacy operator and ACG’s own
high standards in occupational
health and safety. Maintaining this
safety performance is crucial to
ACG’s license to operate, especially
as the sulphide expansion mobilises
with a larger contractor presence
on site.
Ore Processing and Grades
The mine processed 801,600
tonnes of ore in 2024, an 18%
increase from the prior year. This
was enabled by both the strategic
drawdown of stockpiled oxide ore
and improved plant availability,
reflecting strong operational
control. The increase in throughput
demonstrates Gediktepe’s ability to
optimise production in response to
market pricing, with higher tonnes
coinciding with a surge in gold and
silver prices during the second half
of the year.
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Average processed grades also
improved, with gold grades
rising 11% to 2.53 g/t and silver
grades increasing 24% to 71.8 g/t.
This was primarily driven by the
planned mine sequencing and
greater reliance on higher-grade
zones during Q3 and Q4 2024,
in line with the historical pattern
of pre-stripping in Q1 and grade
recovery later in the year.
Production and Sales
Total production for the year
reached 55,374 gold-equivalent
ounces (AuEq), a 49% increase
year-on-year, comprising 46,993
oz of gold and 709,380 oz of silver.
This growth reflects both increased
ore volumes and improved grades.
Sales were similarly strong, with
57,072 oz AuEq sold, including 49,165
oz of gold and 670,130 oz of silver,
achieving a 52% increase in AuEq
sales year-on-year.
These production levels position
Gediktepe as a high-margin oxide
gold operation in its current phase,
with strong cash flow generation
potential—critical for providing
a healthy cash runway during
the construction of the sulphide
expansion.
Realised Prices and Cost
Management
Gediktepe benefitted from a
supportive macro environment in
2024, particularly in the second half,
with realised gold prices averaging
$2,387/oz and silver averaging
$28.56/oz, both up 22% from the
prior year.
Cost performance remained
disciplined despite inflationary
pressures. C1 cash costs were $606/
oz, a 4% decrease year-on-year,
while All-in Sustaining Costs (AISC)
came in at $1,139/oz, down 2%. These
outcomes reflect efficient site-level
cost control, prudent reagent and
consumables management, the
benefits of existing infrastructure
and economies of scale.
Importantly, Gediktepe continues
to generate significant free cash
flow at gold prices well above the
AISC threshold, creating financial
resilience during the expansion
phase.
Operational Outlook
Gediktepe’s full-year operating
performance in 2024 shows
strong output, robust grades, and
cost discipline to provide a clear
springboard for the copper-focused
sulphide expansion now underway.
The oxide phase will continue to
produce gold and silver through
2025 and into 2026, bridging the
mine through the construction
period and generating capital to
partially self-fund the transition to
copper. These results, achieved
during a year of ownership change
and integration, underscore the
strength of the team on the ground
and the quality of the asset. The
Company’s ability to maintain this
performance while simultaneously
managing construction, refinancing,
and growth initiatives speaks to the
depth and agility of the operational
platform it is building.
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ACG Financial Performance
Financial KPI 2024 Result
Revenue $57.7 million
Operating profit $4.8 million
Operating cash flow $21.3 million
Year-end cash balance $9.7 million
Consolidated cash and other liquid funds $9.7 million
Acquisition and corporate debt $39.6 million
Net assets $58.3 million
ACG reported $57.7 million in
consolidated revenue for the
year ended 31 December 2024.
It is important to note that this
figure reflects only four months
of consolidated ownership of
the Gediktepe Mine from date of
acquisition. Despite this partial-year
consolidation, the Company
generated $21.3 million in operating
cash flow and ended the year with
a cash balance of $9.7 million and
net assets of $58.3 million.
On a full-year basis, for illustrative
purposes, the Gediktepe Mine
generated $137 million in revenue
and approximately $84.7 million in
site-level EBITDA for the 12-month
period ended 31 December
2024. These figures highlight the
underlying earnings power of the
asset and the strong free cash flow
generation it offers.
This financial performance
reflects the strategic timing of the
acquisition, which allowed ACG
to immediately benefit from high
realised prices and robust margins.
Importantly, the cash generated
in Q4 2024 supported both the
repayment of acquisition-linked
liabilities and preparations for
expansion capital deployment in
2025.
Administrative expenses for the year
totalled $18.1 million, which included
once-off legal, advisory, listing, and
integration costs associated with
the acquisition and re-admission
process. Share-based payment
expenses of $0.4 million were also
recognised, primarily relating
to performance-based equity
awards granted to management
and non-executive directors upon
the successful completion of the
transaction and re-listing.
The Group reported a statutory net
loss of $13.1 million. This loss is not
reflective of underlying operating
performance and is expected
to normalise as the business
transitions from transaction mode
to steady-state operations in 2025.
No dividend is recommended for
2024 (2023: $nil).
In 2024, ACG Metals Limited
successfully raised $46.25 million
through its listing on the London
Stock Exchange to fund the
acquisition of Polimetal. In addition,
$39.88 million worth of equity
instruments were issued to the
Seller, $4.3 million to shareholders
for debt conversions, and
$0.30 million to management under
a Long-Term Incentive Plan.
“These figures
highlight the
underlying
earnings power
of the asset
and the strong
free cash flow
generation it
offers.”
Strategic Report continued
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As part of the acquisition of the
Gediktepe Mine in Turkey, the
Group entered into a $37.5 million
acquisition debt agreement with
Traxys Europe S.A. (“Traxys”) and
Argentem Creek Partners (“ACP”) as
of 31st August 2024. By 31 December
2024, $12.1 million of the principal
amount of the acquisition debt
facility was repaid.
Other acquisition debt in the form of
sponsor loans had decreased from
$18.6 million to $13.5 million following
the conversion of $4.5 million
into equity via Sponsor Loan
Conversions and the repayment of
$3.25 million in cash.
The total assets included
property, plant and equipment
of $43.2 million (2023: $nil) and
Intangible Assets of $142.7 million
(2023: $nil), of which $42.9 million
related to Goodwill.
ACG’s balance sheet remains well
capitalised, with the post-year
end $200 million Nordic bond
providing full funding for the
Gediktepe sulphide expansion
and extinguishing the Traxys and
ACP acquisition debt. As a result,
the Company enters 2025 with
a clean capital structure, strong
liquidity and a fully funded path for
near-term project execution and
long-term growth.
Mineral Resources and Ore Reserve
Grade Contained Metal
Resource Classification (Mt)
Au
(g/t)
Ag
(g/t)
Cu
(%)
Zn
(%)
Pb
(%)
Au
(koz)
Ag
(Moz)
Cu
(kt)
Zn
(kt)
Measured Oxide - - - - - - - - - -
Indicated Oxide 1.3 2.79 67 0.11 0.1 0.44 113 2.7 1.4 1.1
Measured + Indicated (Oxide) 1.3 2.79 67 0.11 0.1 0.44 113 2.7 1.4 1.1
Inferred Oxide 0.01 0.9 23 0.08 0.1 0.17 0.4 0.01 0.01 0.01
Measured Sulphide 3.8 0.68 26 0.99 1.9 0.35 83 3.2 38 73
Indicated Sulphide 21 0.76 28 0.79 1.7 0.35 511 19 166 367
Measured + Indicated (Sulphide) 24.8 0.74 28 0.82 1.8 0.35 594 22.2 204 440
Inferred Sulphide 31 0.53 21 0.77 1.2 0.28 54 2.1 24 37
Total Measured (Oxide +
Sulphide) 3.8 0.68 26 0.99 1.9 0.35 83 3.2 38 73
Total Indicated (Oxide + Sulphide) 22.3 0.87 30 0.75 1.7 0.36 624 21.7 167 368
Measured + Indicated (Oxide +
Sulphide) 26.1 0.84 30 0.79 1.7 0.36 707 24.9 205 441
Total Inferred (Oxide + Sulphide) 3.1 0.53 21 0.77 1.2 0.28 54 21 24 37
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Grade Contained Metal
Ore Reserve Classification (Mt)
Cu
(%)
Zn
(%)
Au
(g/t)
Ag
(g/t)
Cu
(Mlb)
Zn
(Mlb)
Au
(koz)
Ag
(Moz)
Proved Oxide - - - - - - - - -
Probable Oxide 1.4 - - 2 48 - - 93 2.2
Total Oxide 1.4 - - 2 48 - - 93 2.2
Proved Sulphide 3.4 0.92 1.9 0.67 25 70 140 70 3
Probable Sulphide 13.7 0.72 1.9 0.85 32 220 590 380 14
Total Sulphide 17.1 0.76 1.9 0.82 30 290 730 450 17
The mineral reserve statement was sourced from the Gediktepe Competent Person’s Report
dated 20 August 2024 which can be found on the ACG Metals website: acgmetals.com.
Outlook
Since the year end, we have
continued our strong momentum,
delivering several significant
developments that continue to
strengthen ACG’s operational
platform, capital structure, and
strategic positioning. This proactivity
has accelerated the Company’s
transformation from a single-asset
gold producer into a copper-
focused growth platform with
multi-year visibility and institutional
backing.
In January 2025, ACG Group
completed the placement of a
USD 200 million, four-year, senior
secured bond with a coupon rate
of 14.75 percent at par. The bond
placement was met with strong
investor demand across European
and international markets and
was the first Nordic bond issuance
secured against a Turkish mining
asset, illustrating ACG’s ability to
pioneer capital markets solutions
for emerging-market operations.
These proceeds from the bond
were used to repay the Company’s
existing facility and to fully fund
the engineering, procurement, and
construction (EPC) works for the
sulphide flotation plant.
The sulphide expansion will
facilitate the transition from
primarily producing gold and silver
to generating copper and zinc
concentrates with gold and silver
by-products. Once completed,
the project is expected to yield
20-25 thousand tonnes of copper
equivalent at first quartile all-in
sustaining costs over an initial
11-year period.
To streamline the Company’s
capital structure, ACG also
launched a warrant settlement
process in early 2025. The
transaction targets the conversion
of approximately 70% of all Warrants
into Class A shares.
Continuing this momentum, in
March 2025, ACG entered into
a structured hedge covering
approximately 50% of its planned
2025 oxide gold production. The
hedge secures a floor price of
$2,875/oz and allows upside
participation. This hedging strategy
was executed at near-record
gold prices and is intended to
protect cash flows during the
sulphide construction phase,
ensuring financial stability while
retaining upside exposure. The
approach is consistent with ACG’s
risk management philosophy of
protecting returns without impairing
long-term optionality.
At our operations, GAP İnşaat Yatırım
ve Dış Ticaret A.Ş. was formally
mobilised on-site in Q1 2025 to
commence construction of the
Gediktepe sulphide flotation plant.
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Early-stage activities, including
procurement, site preparation,
and engineering verification, are
proceeding on schedule. The
fixed-price turnkey nature of the
contract mitigates construction
risk and facilitates accuracy in cost
forecasting. The project remains
on track for the commencement of
copper production in 2026.
Finally, at Board level, we welcome
Mr. Michael R. Pompeo as a
Non-Executive Director. Mr. Pompeo
brings unrivalled geopolitical
expertise, international networks,
and a strategic outlook on global
trade, U.S. supply chains, and critical
minerals. His appointment supports
ACG’s ambition to become a key
copper supplier into the West.
ACG Metals Limited remains
committed to executing its
growth strategy by identifying and
evaluating prospective acquisition
targets within the copper sector.
The Group is actively assessing
opportunities particularly focusing
on assets that offer strong
operational potential, resource
expansion opportunities, and
strategic synergies with its existing
operations.
As part of its ongoing efforts, ACG
Metals is engaging in thorough
due diligence, market analysis,
and discussions with potential
partners to ensure that any future
acquisitions enhance long-term
value for stakeholders. The Group
continues to monitor industry
trends, geopolitical developments,
and market conditions to make
informed decisions that support
its expansion objectives while
maintaining financial discipline and
operational efficiency.
On behalf of the Board
Artem Volynets
24 April 2025
Corporate Governance
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Board of Directors
The Directors believe the Board comprise a
knowledgeable and experienced group of professionals
with relevant experience in sourcing, evaluating,
structuring and executing the business strategy of
the Group. The Directors are of the opinion that their
respective track records demonstrate their ability to
source, structure and complete acquisitions, return value
to investors and introduce and complete operational
improvements to companies.
The Acquisition Agreement provides Lidya and ACP with
the right to appoint or remove one director to or from the
Board, for so long as Lidya and ACP holds at least 20%
and 25% respectively, of the total outstanding amount
of Class A Ordinary Shares. This condition was fulfilled,
and both Lidya and ACP exercise their right to appoint
Mustafa Aksoy and Maarten Terlouw to the Board.
The details of the Directors are set out below.
Artem
Volynets
Executive Director,
Chief Executive
Officer and
Chairman
Mr. Volynets has 25 years of experience in mergers and acquisitions,
capital markets, and senior corporate management roles. He has led
multiple private and public transactions in the metals and mining
industry.
Mr. Volynets established ACG Mining in 2014, as an advisory and
investment management firm registered in BVI, through which he
worked on a number of cross border transactions in the mining and
metals sector in Eurasian emerging markets. These transactions
utilised his extensive experience of M&A-led sector consolidation, his
local knowledge and networks, and his global industry and investor
connections.
Michael R.
Pompeo
Non-Executive
Director: Appointed
30 January 2025
Mr. Pompeo brings geopolitical expertise and a strong global network
to the Group, having served as the 70th Secretary of State in the United
States from 2018 to 2021. He was also the sixth Director of the Central
Intelligence Agency from 2017 to 2018. He started his career as a lawyer,
graduating from Harvard Law School with a juris doctor, before building
a successful aircraft parts manufacturing company, Thayer Aerospace.
Mr. Pompeo served as the U.S. House of Representatives member from
Kansas’s 4th district between 2011 and 2017.
Mr. Pompeo is part of a strategic partnership between ACG Metals
and Impact Investments LLC, where he is Executive Chairman. Impact
Investments is a US based strategic and financial advisory and
investment firm, which advises some of the world’s leading companies
across a range of industries and geographies. As part of this
partnership, Impact Investments advises and assists the Group as it
pursues its vision to become a leading global copper company serving
U.S. and Western industrial supply chains
Mustafa Aksoy
Non-Executive
Director
Mustafa Aksoy joined Çalık Group in 2004 and currently serves as
General Manager and Board Member of Lidya Mines. Before becoming
the founder CEO of Lidya in 2010, Mustafa worked in various sectors
and departments of the Group in sales-marketing, corporate finance,
business development and M&A.
Lidya’s parent company Çalık Holding, established over 40 years ago,
is a leading Turkish conglomerate that operates in the fields of energy,
construction, mining, textiles, and finance in 34 countries spanning
Central Asia, the Balkans, Middle East and Africa regions. The group
started in textiles but expanded into EPC business for energy and
infrastructure, renewable investments, power distribution, mining and
financial services. Mr. Aksoy serves on the Board of Çalık Energy and
Investment Committee of Çalık Holding as well as various other JV
companies.
Mr. Aksoy, who worked as an auditor at Egebank and Garanti Bank in
Turkey, completed his MBA at the University of Antwerp, Belgium and
graduated from Dokuz Eylül University, Turkey, Department of Public
Administration.
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Maarten
Terlouw
Non-Executive
Director
Maarten Terlouw currently serves as President and Co-Chief Investment
Officer at New York headquartered investment fund Argentem Creek
Partners where he is responsible for co-leading the management of
the firm and the fund’s investments.
Prior to joining Argentem Creek in 2023, Maarten spent over 25 years
at ABN AMRO Bank, where he served as Regional Chief Executive Officer
responsible for all activities of ABN AMRO in North and South America.
In addition, he was appointed Chief Sustainability Officer for ABN AMRO
Bank Group in January 2022. During his long tenure at the firm, he held
various senior executive positions in corporate and investment banking
and advisory across sectors including Industrials, Natural Resources,
Trade and Commodity Finance, Global Transportation and Logistics in
New York, London and Amsterdam.
Through these leadership positions, Mr. Terlouw has managed
numerous global teams, and business lines and developed a deep and
broad understanding of various facets of banking, ranging from design
and implementation of risk and compliance programs, regulatory
matters, design and execution of growth and deceleration strategies.
As a business leader and practitioner, Maarten has experience in
various sectors in Corporate Finance, M&A advisory, Leveraged and
Structured Finance and large and complex fund-raising exercises, in
many parts of the world across different industries.
Fiona Paulus
Senior
Independent
Non-Executive
Director
Ms. Paulus has extensive global investment banking experience, having
held senior management roles with several leading international
investment banks including CIBC, Royal Bank of Scotland (RBS), ABN
AMRO Bank, JP Morgan and Citigroup. Additionally, Ms. Paulus has
advised companies and private equity firms on strategic initiatives in
the energy and resources sectors across more than 70 countries. She is
a Senior Adviser in the Metals & Mining business at Gleacher Shacklock
and is a Non-Executive Director at Interpipe Group, JSW Steel, and
Nostrum Oil & Gas.
Mark Cutis
Independent
Non-Executive
Director
Mark Cutis is a seasoned banking and capital markets executive with
extensive global experience having actively managed portfolios of
assets as CIO and CEO on behalf of both private and state-owned
capital managers. Mr Cutis has held senior management roles at Bank
of America, Morgan Stanley, Merrill Lynch, UniCredit and the European
Bank for Reconstruction and Development.
Hendrik
Johannes Faul
Independent
Non-Executive
Director
Hendrik Faul has over 30 years of mining industry experience as both
a qualified mining engineer and as a senior corporate manager, with
demonstrated ESG leadership experience as well as operational and
project execution experience across 5 continents.
Mr. Faul is a Non-Executive Director of London-listed gold company
Centamin, a position he has held since July 2020. He has also been a
Non-Executive Director of Johannesburg-listed Master Drilling Group
since June 2020. Mr. Faul was Chairman of the International Copper
Association from 2016 to 2018.
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Board Committees
Board members
Audit
Committee
Sustainability
and Technical
Committee
Remuneration
and
Nomination
Committee
Mark Cutis X X
Hendrik Johannes Faul X X X
Fiona Paulus X X X
Mustafa Aksoy X
Maarten Terlouw
Michael R. Pompeo
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QCA Corporate Governance Statement
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Corporate Governance
Report
As the Group has an Equity Shares
(Transition) Listing on the London
Stock Exchange (“LSE”), there is no
requirement to comply with the
UK Corporate Governance Code.
Nevertheless, the Directors are
committed to maintaining high
standards of corporate governance
and, where practicable given
the Company’s size and nature,
voluntarily adopt and comply with
the Quoted Companies Alliance
(QCA) Code.
The QCA Code provides a flexible
set of principles designed to help
growing companies achieve
sound corporate governance.
ACG Metals has enthusiastically
adopted this framework to enhance
transparency and accountability.
Delivering Growth
Principle 1 – Establish a strategy
and business model which
promotes long-term value for
shareholders
ACG Metals has a clear strategy
and business model focused on
the consolidation of the copper
sector through a series of roll-up
acquisitions. The company’s vision
is to become a leading copper
producer, following a high standard
of ESG and carbon footprint
characteristics.
The Group has demonstrated
this commitment through the
acquisition of the Gediktepe Mine
in 2024 and securing a $200 million
bond facility shortly afterwards for
the Sulphide expansion.
Principle 2 – Seek to understand
and meet shareholder needs and
expectations
The Board actively engages with
shareholders through regular
communications, annual general
meetings, investor presentations,
and regulatory announcements.
Feedback from shareholders is
reviewed and integrated into
strategic planning.
ACG Metals is committed to
transparency and accountability
in its operations. ACG Metals
prioritizes transparency by
providing regular updates to
shareholders and the market
through various means including
its website, third party platforms
and regulatory announcements,
to keep our shareholders well-
informed. Our communication
provides updates on our financial
performance, strategic initiatives,
and other significant developments.
Furthermore, all transactions and
projects are carefully evaluated to
ensure they align with our goal of
delivering long-term value to our
shareholders.
Principle 3 – Take into account
wider stakeholder and social
responsibilities and their
implications for long-term
success
ACG Metals actively engages
with suppliers, employees, and
local communities, ensuring
their interests are represented in
decision-making. The company
actively engages with the
local community by providing
employment opportunities, fostering
economic growth, and investing
in infrastructure development to
enhance their quality of life.
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Maintaining strong business
relationships is vital to the
company’s success, as they foster
trust, collaboration, and long-
term growth opportunities. The
company’s foundation is built on
long-standing relationships, which
has been instrumental in shaping its
enduring success and resilience.
Principle 4 – Embed effective
risk management, considering
both opportunities and threats,
throughout the organization
The company has robust risk
management procedures in place
to identify, assess, and mitigate
potential risks. We maintain a
group-wide risk management
framework. Key risk areas include
operational performance, financial
compliance, and geopolitical and
market developments.
The Group maintains robust
financial control environments, the
effectiveness of which is ultimately
reported to the Board, CEO and
CFO. Key risks are identified by
monitoring the market movements
and reviewing internal reporting on
a regular basis at both group and
subsidiary levels. Once identified
the team collaborates internally
and externally as needed, to explore
mitigation strategies. These findings
are then evaluated using both
qualitative and quantitative factors
and presented to the relevant
party following the correct levels of
authority for effective and efficient
decision-making.
The Audit Committee plays
a key role in overseeing risk
management. To ensure effective
risk management, we assess the
potential impact to the Group and
implement measures to mitigate
and manage the risk, with the
assistance of external consultants.
This ongoing evaluation process
allows us to proactively address
potential risks and safeguard the
interests of our stakeholders.
Maintain a Dynamic
Management Framework
Principle 5 – Maintain the Board
as a well-functioning, balanced
team led by the chair
The Board comprises a majority of
Non-executive directors, ensuring
independence and objectivity
in decision-making. The roles of
Chairman and Non-executive
directors are separated to maintain
a clear division of responsibilities.
The decision to combine the roles
of CEO and Chairman reflects
the company’s commitment
to streamlined leadership and
efficient decision-making. Given the
CEO’s deep understanding of the
business operations and strategic
direction, this structure ensures
continuity and alignment between
governance and execution. The
Board maintains strong oversight
through independent Non-executive
directors, ensuring that checks and
balances remain in place. Regular
reviews of governance practices,
alongside transparent reporting,
reinforce the effectiveness of
this leadership approach while
safeguarding shareholder interests.
The Board is kept abreast of all
strategic developments within the
Group by the management team,
and they meet regularly to discuss
strategic and operational matters.
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Principle 6 – Ensure that
between them the directors
have the necessary up-to-
date experience, skills, and
capabilities
Each Board member brings
relevant industry expertise, skills,
qualifications and personal
qualities. The directors bring
extensive experience as active
Board members across a range of
leading global corporations. Their
ongoing involvement ensures they
remain engaged with industry
developments, allowing them to
continuously refine their expertise
and apply best practices from
diverse sectors. This relevant,
hands-on experience combined
with technical abilities from various
institutions is key to keeping their
skills up to date, strengthening
the company’s governance and
strategic decision-making. Where
necessary, the company can
provide ongoing professional
development. The company has
access to a range of independent
advice and experts to ensure that
directors remain well-informed.
In addition to external legal and
technical advisers, internal advisory
roles help support the effective
functioning of the Board.
The Company Secretary and Chief
Legal Officer play a central role in
supporting the Chairman and the
Board on corporate governance
matters. Responsibilities include
facilitating Board procedures,
advising on director duties,
maintaining statutory records,
ensuring regulatory compliance,
and ensuring that Board materials
are circulated in a timely manner.
These roles are critical in
maintaining high standards
of governance, providing
continuity between Board and
executive functions, and enabling
independent oversight.
The Board is committed to
maintaining an appropriate
balance of Directors, with the
Nomination Committee responsible
for assessing the Board’s
composition to ensure it has the
required expertise to support the
Company’s strategic objectives.
Biographies are available on
pages 16 and 17.
Principle 7 – Evaluate Board
performance based on clear
and relevant objectives, seeking
continuous improvement
Board performance is reviewed
annually to identify areas of
effectiveness and improvement.
The Board believes that succession
planning, skill gaps, and overall
effectiveness in governance are
key considerations to achieving the
Group’s objectives.
Principle 8 – Promote a corporate
culture that is based on ethical
values and behaviours
The company prioritizes integrity,
accountability, and transparency.
These values are embedded in its
corporate culture and reinforced
through policies, training, and
leadership initiatives. ACG Metals
is committed to embedding
responsible business practices into
every aspect of its management.
This commitment is fundamental
to achieving operational
excellence and plays a pivotal
role in supporting the successful
implementation of the Company’s
overall strategy.
ACG Metals promotes ethical
conduct through policies including
its anti-bribery and corruption
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policy, code of conduct, and
whistleblowing framework. ACG
takes a zero-tolerance approach to
unethical behaviour and employees
are encouraged to report
suspected breaches in confidence.
The Board mainly assesses the
Group’s culture by reviewing
any feedback received from the
workplace, monitoring reports from
various committees and evaluating
how executives and managers
embody company values in their
decision-making and interactions.
By integrating these practices, the
Company ensures sustainable
growth, strengthens stakeholder
trust, and aligns its operations with
its long-term strategic objectives.
Principle 9 – Maintain
governance structures and
processes that are fit for purpose
and support good decision-
making by the Board
The Board has a formal governance
framework, with key decisions
reserved for Board approval.
Committees are structured to
oversee specific governance areas,
ensuring effective decision-making.
The composition of committees and
independence of members is on
page 18.
Build Trust
Principle 10 – Communicate how
the company is governed and
is performing by maintaining a
dialogue with shareholders and
other relevant stakeholders
The company ensures transparency
through regular shareholder
updates and regulatory
announcements. As mentioned in
Principle 2, financial performance,
strategic initiatives, and operational
developments are shared via
various channels such as our
website, social media and third-
party platforms, to foster investor
confidence.
The Company has established
Board Committees with clear remits:
• The Audit Committee is to meet
at least once every financial
quarter and is responsible for
overseeing financial reporting,
internal controls, and business
risk management. It ensures the
integrity of financial statements,
reviews key financial policies
and practices, and assesses
the assurance process for the
Annual Report to ensure it is fair,
balanced, and understandable.
It reviews emerging risks,
oversees risk exposures, and
ensures robust assessment
processes are in place. It
also maintains oversight of
whistleblowing arrangements,
fraud prevention systems, and
ethical conduct policies.
• The Remuneration Committee is
responsible for setting executive
pay and reviewing employee
benefit structures.
• The Nomination Committee
oversees Board composition
and succession planning.
• The Sustainability & Technical
Committee monitors ESG risks,
oversees health and safety,
reviews environmental and
social incidents, and advises on
ESG disclosures and targets.
All committees operate under
formally adopted terms of reference
and report to the Board.
ACG Metals will continue to assess
and refine its corporate governance
policies in alignment with its
growth and evolving operational
landscape. The company will
report annually on its compliance
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with the QCA Code and update its
governance statement accordingly.
By adhering to the QCA Code,
ACG Metals will demonstrate its
commitment to good corporate
governance, which is essential
for building trust with investors
and other stakeholders, and for
achieving long-term success. As
the Company continues to operate,
the Company will re-evaluate its
corporate governance policies and
procedures in line with the size and
operations of an enlarged group.
This will include an assessment and
implementation of the Company’s
policy and objectives concerning
diversity (which is currently not in
place due to the early stage of the
company’s development), and
composition of management and
Board committees. At the same
time, the Company will review any
additional risk management and
internal control processes that need
to be put in place.
The Company will report to its
shareholders as to its compliance
with the QCA Code on an ongoing
basis and will publish an updated
Corporate Governance statement
annually.
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QCA Code – Areas of Non-Compliance and Explanation
QCA Principle
Current Level of
Compliance Explanation & Future Action
Principle 4 –
Embed effective
risk management,
considering both
opportunities and
threats, throughout the
organization
Partially complied with The Audit Committee is actively working to formalize
its review of control processes to enhance governance
and oversight. As the group continues to expand, it
will evaluate the necessity of establishing a dedicated
Internal Audit Committee to further strengthen internal
controls and risk management. This initiative aims to
ensure that the Board will receive assurance over the
effectiveness of risk management and related control
systems.
Principle 5 – Maintain
the Board as a well-
functioning, balanced
team led by the chair
Not complied with The roles of CEO and Chairman are currently
combined to streamline leadership and align
governance with execution during the Group’s early
growth phase. While this structure ensures continuity,
we acknowledge that the QCA Code recommends
separating these roles to maintain independent
oversight. The Board will revisit this structure as the
Group matures and scales, with the intention to
separate the roles in due course.
Principle 7 – Evaluate
Board performance
based on clear and
relevant objectives,
seeking continuous
improvement
Partially complied with Board performance is reviewed annually; however,
the evaluation process is conducted internally without
formalised performance metrics. There is currently
no disclosure on outcomes or follow-up actions. The
Group intends to enhance its evaluation process by
introducing a formal framework and considering an
external review as the Board evolves.
Principle 10 –
Communicate how the
company is governed
and is performing by
maintaining a dialogue
with shareholders and
other stakeholders
Partially complied with While shareholder engagement is actively maintained
through announcements and meetings, there is
currently no publication of AGM voting outcomes or
formal mechanism to capture minority shareholder
feedback. These enhancements are under review and
will be implemented as part of future governance
improvements, and will include the publication of an
Audit Committee report in future periods.
Diversity Policy (related
to Principle 6 and
Principle 10)
Not in place The Company does not currently have a formal
Board or management diversity policy in place due
to the early stage of development. A formal diversity
policy will be introduced as the Group expands, to
support Board composition and talent development in
alignment with ESG objectives.
Committee
Composition and
Activity Reporting
(Principle 9)
Partially complied with Committees have been established with formal
terms of reference. However, further disclosure on
the composition, independence of members, and
committee activity during the year will be enhanced in
future governance reporting.
Governance Structures
and Delegation of
Authority (Principle 9)
Partially complied with The Group has a governance framework in place, but
limited detail is currently disclosed on the delegation
of responsibilities, authority levels, and decision-
making structures. These areas will be further detailed
in future statements as the Company matures.
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Statement as to disclosure of
information to auditors
The Directors who held office
at the date of approval of the
Directors’ Report confirm that, so
far as they are each aware, there
is no relevant audit information of
which the Company’s auditor is
unaware; and each Director has
taken all the steps that he ought to
have taken as a Director to make
himself aware of any relevant audit
information and to establish that
the Company’s Auditor is aware of
that information.
Directors’ statement pursuant to
the Disclosure and Transparency
Rules
The Directors are responsible for
preparing the financial statements
in accordance with the Disclosure
and Transparency Rules of the
United Kingdom’s Financial Conduct
Authority (“DTR”) and with UK
adopted International Accounting
Standards.
Each of the directors, whose names
and functions are listed in the
Board of Directors section, confirm
that, to the best of each person’s
knowledge:
• the financial statements,
prepared in accordance with
the applicable set of accounting
standards, give a true and fair
view of the assets, liabilities,
financial position and loss of the
company; and
• the Annual Report includes a
fair review of the development
and performance of the
business and the position of
the company, together with a
description of the principal risks
and uncertainties that they face.
The directors are responsible for the
maintenance and integrity of the
corporate and financial information
included on the ACG Metals website:
acgmetals.com.
Legislation in the United Kingdom
governing the preparation
and dissemination of financial
statements may differ from
legislation in other jurisdictions.
On behalf of the Board
Artem Volynets
24 April 2025
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Financial Risk Management
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Principal risks and uncertainties
The Group’s business activities
expose it to a variety of risks,
including financing and cashflow
risks, and strategic and other
emerging risks in the course of
business.
In common with other businesses,
the Group is exposed to risks that
arise from its use of financial
instruments. The principal financial
instruments used by the Group,
from which financial instrument risk
arises, are as follows:
• Trade and other receivables
• Cash and cash equivalents
• Trade payables and accruals
• Redeemable Public Share
liabilities
• Derivative Financial Instruments
(at fair value through profit or
loss)
• Loans (measured through
amortised cost)
To the extent financial instruments
are not carried at fair value, book
value approximates to fair value at
31 December 2024.
Trade and other receivables are
measured at amortised cost.
Book values and expected cash
flows are reviewed by the Board
and any impairment charged to
the statement of comprehensive
income in the relevant period. As
at 31 December 2024, the Group
had other receivables of $8.1 million
(2023: $0.2m for the Company).
Trade and other payables and
loans are measured at amortised
cost. The financial liabilities were
$24.8 million (2023: $1.1m for the
Company) in respect of trade
payables and accruals and
$39.6 million (2023: $nil) for loans
and borrowings. The management
of risk is a fundamental concern
of the Group’s management. This
note summarises the key risks
to the Group and the policies
and procedures put in place by
management to manage it.
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PROSPECTIVE TARGETS
Risk Potential impact on the group Mitigating factors
The Group aims to complete
a series of acquisitions toward
becoming a premier copper
supplier. Identifying and
evaluating prospective targets
carries inherent risk of the
target’s valuation, financial
health, operational stability
and challenges, market, and
regulatory uncertainty.
• One or more shortfalls on any
inherent risk factors could
result in an acquisition with
insufficient or negative returns,
loss of market confidence
in the Group, operational
disruptions, opportunity costs
on better targets, and legal
and compliance issues.
• Any due diligence conducted
by the Group in connection
with an acquisition may not
have revealed all the liabilities
and risks of the target,
which could have a material
adverse effect on the Group’s
financial condition or results of
operations.
• The Group may not be able to
raise sufficient funds (debt or
equity) to fund an acquisition.
• If the Group is able to
complete another acquisition,
there can be no assurance
that the Group will be
successful in executing its
strategy or business plan
in the future, which could
materially adversely affect the
Group and its Shareholders.
• In evaluating prospective
acquisition targets, the Group
conducts thorough due
diligence which encompasses,
among other things, meetings
with incumbent management
and key employees, document
reviews, interviews of customers
and suppliers, inspection of
facilities, as well as a review
of financial, operational, legal
and other information that is
made available to the Group.
These processes ensure that
the risk to shareholders’ capital
is mitigated to the extent these
processes are able to identify
additional risks.
• The Group is well-equipped
with a diverse structure of a
well-experienced leadership
and advisory team from around
the globe. The Group utilises the
team’s ongoing support and
direction on ongoing target
evaluations.
• The Group has retained the
services of consultants and
third-party advisors who are,
together with the Directors
and management, will work
to negotiate and execute an
acquisition in an effective
manner, with the aim of
minimising these concerns.
COMMODITY RISK
Risk Potential impact on the group Mitigating factors
The Group’s revenues and
profitability are significantly
influenced by fluctuations in
metal prices, particularly gold,
silver and once commercial,
copper.
• A fall in the commodity price
could lead to a significant
reduction of revenue and by
extension, cashflows.
• The management team tracks
trends in the commodity price
and reviews hedging options to
limit exposure.
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FOREIGN CURRENCY RISK
Risk Potential impact on the group Mitigating factors
Foreign exchange risk arises from
adverse movements in currency
exchange rates.
Operating internationally
exposes the Group to currency
fluctuations, especially between
the US Dollar (USD) and the
Turkish Lira (TRY). Gediktepe’s
operational currency is
denominated in Turkish Lira
whereas the Group’s functional
and reporting currency is the US
Dollar. The Turkish Lira is subject
to volatility which needs to be
managed.
• Devaluations on the US Dollar/
Turkish Lira exchange rate
could affect future cash flows
at an operational level and on
corporate financing.
• The management team tracks
currency fluctuations and can
exercise hedging options to
limit exposure and manage the
treasury function.
COUNTRY RISK
Risk Potential impact on the group Mitigating factors
Turkey is located in a region that
has been subject to ongoing
political and security concerns,
especially in recent years. Political
uncertainty within Turkey and
in certain neighbouring and
nearby countries, has historically
been one of the potential risks
associated with investment in
Turkey.
Turkey has from time to time
experienced volatile political
and social conditions. Political
considerations may again
influence interest rates and
monetary policy in the future.
• A failure of the Turkish
Authorities, Central Bank and/
or the Turkish Treasury to
implement effective policies
might adversely affect the
Turkish economy and thus
have a material adverse
effect on the Enlarged Group’s
business, financial condition
and results of operations.
• Gediktepe is in good standing
with local authorities and
agencies, and the Group
maintains a good relationship
with the Seller of Gediktepe, who
can support and advise on the
Turkish fiscal and social climate.
Financial Risk Management continued
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Strategic ReportGovernance ReportFinancial Statements
LIQUIDITY RISK
Risk Potential impact on the group Mitigating factors
Liquidity risk arises from the
Group’s management of working
capital. It is the risk that the
Group will encounter difficulty in
meeting its financial obligations
as they fall due. The Group
manages this risk by maintaining
adequate cash reserves,
monitoring cash flow forecasts,
and ensuring access to diverse
funding sources. The Group aims
to align the maturity profiles of
financial assets and liabilities
to prevent liquidity shortfalls.
The Group relies on shareholder
debt and equity contributions for
immediate funding needs. The
Group has arrangements with
its sponsors in place to provide
funding as required for working
capital purposes.
To further the exploration and
advancement of Gediktepe, the
Group sought financing through
a bond placement which is
subject to financial covenants
and restrictions.
• Failure to manage financing
requirements may lead to a
breach of bond terms.
• Cost of debt may rise which
restricts access of additional
funding.
• Management has implemented
minimum internal liquidity
measures and cash flow
procedures to track liquidity and
identify shortfalls.
• The Group’s ability to manage
corresponding risks such as
commodity and currency
fluctuations will impact liquidity.
MINERAL RESOURCES AND RESERVES
Risk Potential impact on the group Mitigating factors
Mineral Resources and Ore
Reserves involve significant
judgement, and assumptions
which may prove unreliable.
Testing of samples may not
be representative of the
entire population, and actual
production conditions may hinder
recovery or economic value.
Similarly, exploration and
mine development provide no
guarantee of mineral discovery
or the ability to transition the
discovery to an operating state.
This guarantee extends to
securing permits and licenses.
• Exploration efforts may prove
costly and unfruitful.
• Production output along
with market price conditions
for gold and silver, may not
translate into profitability.
• The Group has a well-
experienced and
knowledgeable technical
team to exercise judgement
and expertise on determining
the accuracy of resources
available. This extends to the
production team who has
managed the mining process
for many years.
• Exploration and development
activities are evaluated by
both internal and externally
qualified parties, and the next
stage of activity is determined
and reviewed comprehensively
before approvals are given.
Financial Risk Management continued
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HEALTH AND SAFETY RISK
Risk Potential impact on the group Mitigating factors
The mining operation has
inherent risk. Additionally, the
location of the mine, and
potential political and social
issues may arise which could
affect the safety of the workforce.
• Poor management of our
workforce impacts on our
community and reputation.
• Non-compliance with
regulations can result in
financial loss such as litigation
consequences and imposition
of fines, loss of production
due to injury or fatality, and
withdrawal of mining licenses.
• Health and safety policies and
procedures are implemented.
Adherence to this is taken very
seriously by management.
• Training is held regularly and is
rigorously monitored.
• Dedicated professional
personnel monitor and ensure
we comply with laws and
regulations.
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Environmental, Social, and Governance Matters
Strategic ReportGovernance ReportFinancial Statements
acgmetals.com
Statement of Non-Compliance
ACG Metals acknowledges that we
are not yet in full compliance with
the recommendations of the Task
Force on Climate-related Financial
Disclosures (TCFD). Following the
acquisition of Polimetal Madencilik
Sanayi ve Ticaret A.Ş. (Polimetal)
in August 2024 we have entered
a transitional phase. Our focus
has been on aligning Polimetal’s
operations, data infrastructure,
and risk governance with ACG
Metals’ ESG standards. This includes
foundational work in integrating
environmental and social data
collection systems, harmonising
risk review processes, and building
internal governance mechanisms
to oversee climate-related strategy.
Given the scale and timing of
the acquisition, the integration
of Polimetal’s ESG data, policies,
and reporting systems is ongoing
and we will implement a formal
ESG roadmap, strengthen climate
governance at the Board level, and
complete the climate scenario
analysis required under the TCFD
framework in due course.
ACG Metals remains firmly
committed to transparency, investor
confidence, and the alignment of
our operations with international
sustainability standards. We
view TCFD compliance not as a
compliance exercise alone, but as
a key enabler of long-term value
creation, risk management, and
operational resilience in a climate-
affected economy.
TCFD Pillar-Based Roadmap
TCFD Pillar Actions to Date (2024) Planned Actions
Governance ESG oversight has been integrated into
the internal governance framework at
the management level.
Preliminary ESG management reviews
have been initiated across both
Polimetal and legacy ACG Metals
operations.
ACG Metals has established a formal
ESG committee to ensure strategic
oversight of climate-related matters.
The company will also define and
embed ESG roles and responsibilities
across the executive leadership
team and operational management
structures.
Strategy A preliminary evaluation of physical
and transition climate risks has
been initiated. Water resource
and biodiversity action plans have
been introduced, particularly at the
Gediktepe Mine.
ACG Metals intends to develop and
apply climate-related scenario analysis
that is aligned with business strategy.
The company will also publish an ESG-
aligned business strategy that outlines
short-and long-term climate-related
risks and opportunities.
Risk Management A risk review process with an ESG lens
has been launched at the Gediktepe
Mine, and core health and safety risk
frameworks are currently in effect.
The company will formalise an ESG
risk register and integrate ESG-related
risks into the broader corporate
risk framework. These risks will be
embedded in enterprise-wide reporting,
escalation, and internal control systems.
Metrics & Targets Data collection for greenhouse gas
(GHG) emissions and water usage
is underway. Internal assessments
have also commenced to evaluate
compatibility with ISO 14064 and
the Global Reporting Initiative (GRI)
standards.
ACG Metals remains committed to
implementing the ESG roadmap for
2025. The formal establishment of
GHG and water reduction targets will
be subject to management review
and approval, considering operational
realities during the construction period.
Disclosures will aim to align with global
reporting frameworks such as GRI, TCFD,
and SASB.
Annual Report and Accounts / For the year ending 31 December 2024ACG Metals Limited
34
Environmental, Social, and Governance Matters
continued
acgmetals.com
ESG Progress Since Acquisition
Following the acquisition of
Polimetal, ACG began an ESG
integration process focused on
embedding key policies and
practices across the combined
operations. The initial phase of this
process has concentrated on:
• Operational Alignment:
Integrating Polimetal’s
operational systems and
practices into ACG Metals’
existing ESG framework.
• Baseline Assessment:
Reviewing current performance
in environmental, social, and
governance areas to establish a
consistent group-wide baseline.
• Stakeholder Engagement:
Initiating dialogue with local
communities, regulators, and
investors to align expectations
and priorities.
Current ESG Initiatives at the
Gediktepe Mine
ACG Metals has implemented
several ESG initiatives at the
Gediktepe Mine since the
acquisition:
• Water Management and
Conservation: Water
recycling systems have been
implemented. Key indicators
currently being tracked include
freshwater makeup volumes,
effluent volumes, recycled
water volumes, and unit water
consumption rates.
• Biodiversity Protection: A
reforestation programme has
been launched to support
restoration of mined areas.
• Carbon Emissions Reduction:
Feasibility studies are underway
to assess the potential for solar
energy integration and other
emissions reduction measures.
• Community Engagement:
Employment and investment
initiatives have been launched
to support local economic
development.
• Health and Safety: A zero-
incident target has been
adopted, supported by
compliance protocols and
active monitoring.
Internal ESG Review and Areas for
Improvement
Internal ESG reviews are ongoing
to evaluate current practices
and identify opportunities for
improvement:
• Greenhouse Gas (GHG)
Emissions: An internal review of
alignment with ISO 14064 and
GRI standards is in progress.
Specific attention is being given
to Sections 5.1.5 and 5.1.6 for
future integration.
• Water Resource Management:
The company is reviewing
its water data practices in
the context of GRI, TCFD, and
TNFD frameworks. Efforts are
underway to strengthen data
collection systems to support
transparent and consistent
reporting.
ESG and TCFD Strategy for 2025
To support the objective of
achieving full ESG and TCFD
compliance, ACG Metals has
identified four priority areas for
2025:
1. Conducting Climate Risk
Assessments Conducting a full
climate risk assessment will be
pursued pending budgetary
approval. ACG Metals will seek
management endorsement to
initiate the study in 2025.
Annual Report and Accounts / For the year ending 31 December 2024ACG Metals Limited
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Environmental, Social, and Governance Matters
continued
Strategic ReportGovernance ReportFinancial Statements
acgmetals.com
2. Developing a Formal ESG
Roadmap
A structured plan will be
developed to define ESG goals
and identify metrics aligned with
recognised global frameworks.
3. Enhancing Stakeholder
Engagement
ACG Metals will continue to build
engagement with stakeholders
to improve transparency and
ensure disclosures reflect
expectations.
4. Benchmarking Against Best
Practices
The company will review and
incorporate learnings from
leading ESG frameworks to
guide its disclosures and
internal processes.
Conclusion
ACG recognises the importance
of ESG and TCFD reporting for
responsible business conduct,
risk management, and long-term
resilience. In 2025, the company’s
focus will be on strengthening
ESG integration, advancing
climate governance initiatives,
and conducting foundational
assessments to support future
target-setting. Certain actions,
including the formal establishment
of GHG and water reduction targets
and the initiation of a dedicated
climate risk assessment, will be
subject to management review and
operational considerations. ACG
remains committed to aligning its
operations with global sustainability
standards and meeting stakeholder
expectations as we advance
towards full ESG and TCFD
alignment.
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Directors’ Report
Annual Report and Accounts / For the year ending 31 December 2024ACG Metals Limited
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The Directors present their report
for the 12-month period ended
31 December 2024.
Principal activities
ACG Metals Limited, previously
ACG Acquisition Company Limited,
(the “Company” or “ACG”), a public
in the British Virgin Islands with
Registered Number 2067083 under
the BVI Business Companies Act
2004 (as amended) (the “BVI
Companies Act”), maintains its
registered office at Craigmuir
Results and Dividends
The Directors have considered the
prospects and developments of
the Group in detail in the Strategic
Review on pages 6 to 15.
Directors and Directors’
interests
The Board of Directors of ACG
Metals Limited as at the date of
signing the report and accounts
comprised:
Artem Volynets – Chairman & Chief
Executive Officer
Mark Curtis – Independent
Non-Executive Director
Hendrik Johannes Faul –
Independent Non-Executive Director
Fiona Paulus – Independent
Non-Executive Director
Warren Gilman – Independent
Non-Executive Director - resigned
on 29 April 2024
Maarten Terlouw – Non-Executive
Director
Mustafa Aksoy – Non-Executive
Director
Michael R. Pompeo - Independent
Non-Executive Director – Appointed
30 January 2025
Directors’ Report continued
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Strategic ReportGovernance ReportFinancial Statements
Remuneration policy
The base fees for the Non-executive
Directors / Chairman were set at
IPO and were not increased during
period. Please refer for the Directors’
Remuneration Report on pages 44
to 45.
Changes in Board
Composition
During 2024, the following changes
occurred:
• Warren Gilman resigned as an
Independent Non-Executive
Director on 29 April 2024.
• Maarten Terlouw and Mustafa
Aksoy were appointed as
Independent Non-Executive
Directors appointed on
30 September 2024.
Share Capital
Details of the Group’s issued share
capital, together with details of the
movements during the year, are
shown in Note 24.
The Group has one class of ordinary
shares, and all shares have equal
voting rights.
Substantial shareholdings
in the Group
The following information has been
received in accordance with Rule 5
of the Disclosure and Transparency
Rules of the United Kingdom’s
Financial Conduct Authority (“DTR”)
from holders of notifiable interests in
the Group’s issued share capital.
Holder Shareholding Voting rights
Lidya Madencilik
Sanayi ve Ticaret A.S.
7,112,072 32.8%
ACP II Trading LLC 6,577,969 30.4%
Responsibility Statement
of the directors in respect
of the Annual Report and
Financial Statements
The Directors are responsible for
preparing the annual report and
financial statements in accordance
with applicable law and regulations.
The directors are permitted under
the Listing Rules of the Financial
Conduct Authority to prepare
the Group financial statements
in accordance with International
Financial Reporting Standards
issued by the International
Accounting Standards Board. The
Group financial statements are
required by International Financial
Reporting Standards issued by the
International Accounting Standards
Board to present fairly the financial
position of the Group and the
financial performance of the Group.
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 of the profit or loss of the
Group for the financial period.
In preparing each of the Group
financial statements, the Directors
have:
• selected suitable accounting
policies and then applied them
consistently;
• made judgements and
accounting estimates that are
reasonable and prudent;
• stated whether they have
been prepared in accordance
with International Financial
Reporting Standards issued by
the International Accounting
Standards Board; and
• prepared the financial
statements on the going
concern basis unless it is
Directors’ Report continued
Annual Report and Accounts / For the year ending 31 December 2024ACG Metals Limited
40
acgmetals.com
inappropriate to presume
that the Group will continue in
business.
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 enable them to ensure that
the financial statements comply
with the BVI Business Companies
Act. They are also responsible
for safeguarding the assets of
the Group and hence for taking
reasonable steps for the prevention
and detection of fraud and other
irregularities.
Going concern and Viability
Statement
The directors of ACG Metals Limited
have assessed the Group’s ability
to continue as a going concern,
considering its current financial
position, principal risks, and future
prospects. This assessment covers
a period of at least 12 months from
the financial statement approval
date, ensuring a comprehensive
evaluation of financial stability
and future projections. It involves a
detailed review of key assumptions
that underpin financial decisions, an
in-depth analysis of consolidated
cash flow forecasts to assess
liquidity and funding requirements,
and the application of sensitivity
testing to key inputs. Sensitivity
analysis helps gauge how variations
in underlying factors such as market
conditions, revenue fluctuations,
and cost changes, might impact
financial performance, providing
a robust framework for risk
management and strategic
planning.
ACG Metals is focused on
consolidating the copper sector
and aims to increase our market
cap from US$100 million in 2024 to
US$3-5 billion in the next 3-5 years.
In January 2025, the Group raised
$200 million in bonds to finance
our Turkey copper mine, indicating
active efforts to expand operations
and deliver on our growth strategy.
ACG Metals sought early refinancing
of debt which arose at acquisition,
demonstrating proactive and
strategic management of funds.
In addition to its current facilities,
ACG Metals has a financial
commitment from ACP, one of our
main Shareholders for an additional
share purchase worth $7 million
at the option of ACG Metals.
The Group’s current market cap
and ongoing fundraising efforts
indicates access to capital and a
good relationship with investors.
The Group has secured offtake
agreements from the start of
copper concentrate production for
the entire mine life with Glencore.
The Group has also secured Zinc
offtake agreements with Traxys with
respect to all zinc concentrates
produced by the project. Contracts
are in-line with international
benchmark terms with flexibility
on INCO terms for ACG to optimise
delivery schedule.
The Group is positioned to capitalize
on the growing global demand for
copper, which is crucial for clean-
energy and transport technologies.
Conclusion
Based on the available information,
the directors have concluded that
the Group is in a strong position
to continue as a going concern.
Our ambitious growth plans,
proactive debt management,
and favourable market conditions
Directors’ Report continued
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41
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Strategic ReportGovernance ReportFinancial Statements
support this assessment. In the
2023 financial statements the
directors disclosed the existence of
a material uncertainty because the
company had not completed an
acquisition and was dependent on
continuing support from sponsors
to fund its operations up to the
date of an acquisition. Following
the completion of the acquisition
of Polimetal and the financing
activities as disclosed above, the
directors are satisfied that there is
no longer a material uncertainty in
respect of going concern.
Viability statement
The directors of ACG Metals
Limited have assessed the Group’s
prospects, taking into account its
current position and principal risks.
This assessment covers a period
of four years, which aligns with the
Group’s financing plan, specifically
the senior secured Nordic bond
issue which was executed in
January 2025 to fund the Sulphide
Expansion Project, and reflects the
time frame over which the directors
believe they can reasonably predict
the Group’s performance.
The Group’s viability is reviewed
annually in partnership with Board
members and the management
team, taking into account current
operational developments, market
projections, and strategic initiatives.
During this review, the Group
analysed comprehensive forecasts
regarding liquidity, the Group’s
banking facility covenants, and its
principal risks.
Financial Performance
ACG Metals has demonstrated
strong financial performance, with
a market cap of approximately
US$100 million and ambitious
growth plans to reach US$3-5 billion
in the next 3-5 years.
The Group was able to repay in
cash $3.3 million of its Shareholder
loan and $12.1 million of principal on
the debt incurred at acquisition in
2024. $4.5 million of the Shareholder
loan was also converted to shares
in 2024.
The Group has successfully raised
US$200 million in bonds to finance
its Turkey copper mine and has
secured various offtake agreements
on copper and zinc production for
the lifetime of the mine.
Additionally, the Group anticipates
settling their warrant tender for
cash and shares in 2025, specifically
up to 26,899,425 Public, Sponsor and
Private Placement Warrants (70% of
all Warrants) for 2,689,942 Class A
Ordinary shares on a fixed purchase
price of US$0.50 per Warrant in
exchange for Shares at US$5.00 per
new Share.
Operational Efficiency
The Group has a robust business
model focused on the efficient
extraction of copper, with plans to
become a leading copper producer
on the London Stock Exchange.
The Gediktepe Copper-Gold Mine,
a significant producer of copper,
zinc, gold, and silver, is a key asset
towards this strategy.
Throughout 2024, Gediktepe Mine
processed 801,600 tonnes of ore,
an 18% increase compared to the
previous year, driven by strategic
stockpile management to take
advantage of favourable market
conditions namely, commodity
prices in 2024. Realized gold and
silver prices increased by 22% to
$2,387/oz and $29/oz, respectively.
Total gold equivalent production
rose significantly by 49% year-on-
Directors’ Report continued
Annual Report and Accounts / For the year ending 31 December 2024ACG Metals Limited
42
acgmetals.com
year, reaching 55,374 oz, supported
by silver output. The average gold
grade decreased by 4% to 2.17 g/t,
while the silver grade improved
by 7% to 62.4 g/t. Historically,
operations under the mine plan
have consistently followed a
seasonal sequence: pre-stripping
in Q1, mining lower-grade, higher
zones in Q2, and ramping up full
oxide production in Q3 and Q4. This
approach was implemented in 2024
and is set to continue through 2025.
All-in sustaining costs (AISC) for
gold decreased slightly to $1,139/oz
(2023: $1,164/oz).
Principal Risks and
Mitigating Factors
Pages 28 to 32 detail the Group’s
principal risks that were considered
during the period. Risks specific to
the Group’s viability are discussed
below.
• Commodity prices
• Inflation fluctuations
• Foreign exchange fluctuations
• Production and grade
• Capital projects
• Group liquidity
To evaluate the potential effects
of these principal risks over the
forecast period, either directly or
indirectly, the Group has conducted
downside scenario analyses
involving:
• A 5% reduction in all projected
commodity prices in the same
instance for the duration up to
2028;
• A 5% appreciation in the
forecasted Turkish Lira to US
Dollar exchange rate during the
same period;
• A 5% rise in operating costs
throughout the period ending
2028;
• A 5% increase in capital
expenditure over the forecasted
period;
• A combined sensitivity
scenario comprising a 5%
drop in revenue, a 5% increase
in operating expenses, a 5%
appreciation of the exchange
rate and a 5% rise in total capital
expenditure.
After performing these sensitivities,
the Board has considered that
should these risks occur, it would
be unlikely that the eventualities
of these risks would jeopardise the
Group for the forecasted period.
A stress test of these scenarios
was conducted in combination to
assess their potential impact on
revenue, EBITDA, and cash flows
during the projected timeframe.
In cases of severe downside
scenarios, the Group would face
significant risk; however, the Board
has assessed the likelihood of such
events occurring as low.
Conclusion
Based on this assessment, the
directors have a reasonable
expectation that the Group will
be able to continue in operation
and meet its liabilities as they
fall due over the next four years.
This conclusion is supported
by the Group’s strong financial
performance and robust business
model.
Website publication
The financial statements are
published on the Group’s website
at acgmetals.com. The work carried
out by the auditor does not involve
consideration of the maintenance
and integrity of this website and
accordingly, the Auditor accepts
no responsibility for any changes
Directors’ Report continued
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Strategic ReportGovernance ReportFinancial Statements
that 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.
Corporate governance
As a Company listed on the
standard segment of the LSE, there
is no requirement to comply with
the UK Corporate Governance
Code, which is applicable to all
companies whose securities are
admitted to trading to the premium
segment of the Official List.
Statement as to disclosure
of information to auditors
The Directors who held office at the
date of approval of the Directors’
Report confirm that, so far as they
are each aware, there is no relevant
audit information of which the
Group’s auditor is unaware; and
each Director has taken all the
steps that he ought to have taken
as a Director to make himself aware
of any relevant audit information
and to establish that the Group’s
Auditor is aware of that information.
Directors’ statement pursuant to the
Disclosure and Transparency Rules
The Directors are responsible for
preparing the financial statements
in accordance with the Disclosure
and Transparency Rules of the
United Kingdom’s Financial Conduct
Authority (“DTR”) and with UK
adopted International Accounting
Standards.
Each of the directors, whose names
and functions are listed in the
Board of Directors section, confirm
that, to the best of each person’s
knowledge:
• the financial statements,
prepared in accordance with
the applicable set of accounting
standards, give a true and fair
view of the assets, liabilities,
financial position and loss of the
Group; and
• the Annual Report includes a fair
review of the development and
performance of the business
and the position of the Group,
together with a description
of the principal risks and
uncertainties that they face.
The directors are responsible for the
maintenance and integrity of the
corporate and financial information
included on the ACG Metals website:
acgmetals.com.
Legislation in the United Kingdom
governing the preparation
and dissemination of financial
statements may differ from
legislation in other jurisdictions.
On behalf of the Board
Artem Volynets
Executive Director and Chairman
24 April 2025
Directors’ Remuneration Report
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44
acgmetals.com
The Board of Directors presents
the Directors’ Remuneration Report
for ACG Metals Limited and its
subsidiaries (the “Group”) for the
year ended 31 December 2024.
Board of Directors
During the reporting period, the
Board was comprised of the
following members:
• Artem Volynets – Executive
Director, Chief Executive Officer,
and Chairman;
• Mark Curtis – Independent
Non-Executive Director;
• Hendrik Johannes Faul –
Independent Non-Executive
Director;
• Fiona Paulus – Independent
Non-Executive Director;
• Maarten Terlouw – Independent
Non-Executive Director
(Appointed 30 September 2024);
• Mustafa Aksoy – Independent
Non-Executive Director
(Appointed 30 September 2024);
• Michael R. Pompeo –
Non-Executive Director
(Appointed 30 January 2025);
• Warren Gilman – Independent
Non-Executive Director
(Resigned 29 April 2024).
The Board acknowledges Warren
Gilman for his contributions to the
Group and welcomes Maarten
Terlouw, and Mustafa Aksoy, Michael
R. Pompeo, who bring additional
strategic and governance expertise.
Remuneration Policy
The remuneration structure aligns
with ACG’s corporate governance
principles and long-term incentive
strategy.
• Base fees for Non-Executive
Directors were set at IPO and
were not increased during the
period.
• Executive remuneration is
designed to attract, retain, and
reward senior management,
ensuring long-term value
creation;
• Performance-based incentives
include long-term equity
participation through the ACG
Equity Incentive Plan.
The Group does not offer
guaranteed bonuses to executive
or Non-executive directors. No
additional, Non-contractual
bonuses were given to directors or
employees at the Group’s discretion
Performance
Considerations
Executive remuneration is linked
to performance, with share-
based awards subject to vesting
conditions. Non-Executive Directors
receive fixed fees and share grants
based on contributions to strategic
growth. In determining director pay,
the Board considers pay conditions
across the Group, ensuring equity
and fairness and the Group’s
performance relative to industry
benchmarks.
Directors’ Remuneration Report continued
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Strategic ReportGovernance ReportFinancial Statements
Artem
Volynets
Fiona
Paulus
Mark
Cutis
Hendrik
J. Faul
Marteen
Terlouw
Mustafa
Aksoy
Warren
Gilman
Fixed Pay 416,667 105,000 105,000 105,000 25,500 25,500 26,250
Base fees 416,667 105,000 105,000 105,000 25,500 25,500 26,250
Total Fixed Pay 416,667 105,000 105,000 105,000 25,500 25,500 26,250
Other Pay - - - - - - -
Total remuneration 416,667 105,000 105,000 105,000 25,500 25,500 26,250
Total remuneration paid to
Executive Director Artem Volynets
was $416,667. Artem Volynets was
paid a discretionary performance
bonus of $458,333 in March 2025
in respect of performance in
2024, in line with the description
of bonus arrangements in the
Prospectus. The bonus has not been
recognised in 2024 because it was
not approved by the Remuneration
Committee until 2025.
Share-Based Incentives & Awards
As part of ACG Metals’ long-term incentive plan (LTIP), the Board approved
share awards to directors in 2024.
Name
Existing
Class A
Shares
New Class
A Shares
Issued
Total Shares
Held Post-
Issuance Total award
Artem Volynets 147,731 325,000 472,731 $1,950,000
Mark Curtis - 39,666 39,666 $237,996
Hendrik Johannes Faul - 39,666 39,666 $237,996
Fiona Paulus - 45,333 45,333 $271,998
Maarten Terlouw - 34,000 34,000 $204,000
Mustafa Aksoy - 34,000 34,000 $204,000
These share grants were issued
as restricted shares for nominal
consideration on 16 October
2024. The award values disclosed
above are based on a share price
of $6 per share. The total value
of shares awarded (including
those to management who are
not directors) is estimated as
$4,326,612. The awards granted to
Artem Volynets are service and
performance-based, with vesting
over three annual tranches. Shares
awarded to Independent Directors
were given in recognition of their
strategic contributions and efforts
related to the Gediktepe Mine
acquisition and re-admission to
trading.
Warrants & Incentives
As of 31 December 2024, Artem
Volynets held a total of 1,279,266
share warrants, comprised of
156,546 indirectly held and 1,122,721
directly held. The total warrant
valuation was $576,093.90, based
on an estimated fair value of $0.30
per warrant.
These instruments were issued
under IFRS 2 – Share-Based
Payments as part of the long-term
incentive structure.
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Opinion
We have audited the financial statements of ACG Metals Limited (the
‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2024, which comprise the consolidated statement of profit
or loss and comprehensive income, the consolidated balance sheet, the
consolidated statement of changes in equity, the consolidated statement
of cash flows and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been
applied in the preparation of the group financial statements is applicable
law and International Financial Reporting Standards issued by the
International Accounting Standards Board.
In our opinion:
• the financial statements give a true and fair view of the state of the
group’s affairs as at 31 December 2024 and of the group’s loss for the
year then ended; and
• the group financial statements have been properly prepared in
accordance with International Financial Reporting Standards issued by
the International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We are
independent of the group and parent company in accordance with
the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied
to listed public interest entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Summary of our audit approach
Key audit matters Group
• Accounting for the acquisition of Polimetal
Materiality Group
• Overall materiality: $3,000,000
• Performance materiality: $2,000,000
Scope Our full scope audit procedures covered 100%
of revenue, 100% of total assets and 100% of
result before tax.
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Key audit matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the group financial statements
of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the group financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters.
Accounting for the acquisition of Polimetal
Key audit matter
description
As disclosed in note 10 the group completed the
100% acquisition of Polimetal Madenclik Sanayi ve
Ticaret (“Polimetal”) on 3 September 2024.
The application of IFRS 3 Business Combinations
requires a number of significant judgements and
estimates to be applied, including assessing the
fair value of the consideration transferred and
the acquired assets, liabilities and contingent
liabilities.
The acquisition of Polimetal involved a number of
complex funding arrangements and agreements,
which also give rise to potentially complex
accounting and valuation judgements and
estimates.
The accounting for the acquisition of Polimetal
is considered to be a key audit matter due to
the number, complexity and materiality of the
judgements and estimates, the audit resources
allocated to the transaction and the significance
of the acquisition to the financial statements as a
whole.
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How the matter was
addressed in the
audit
We performed the following procedures:
• Obtained and reviewed the acquisition
documents and checked that the terms has
been reflected in the acquisition accounting;
• Assessed the completeness of the acquisition
accounting by reviewing the acquisition bible,
Board minutes and announcements made in
respect of the acquisition;
• Auditing management’s assessment of the fair
value of consideration and acquired assets,
liabilities and contingent liabilities, including
assessing the work of management’s experts;
• Engaging an auditor’s expert in valuations
to assist with the audit work on the elements
of the consideration and acquired assets,
where the valuations involved use of complex
valuation techniques;
• Visiting the Polimetal mine in Turkey to
corroborate existence of the assets and
assess the consistency of the acquisition
accounting with our observations on-site;
• Auditing the accuracy and completeness
of the disclosures made in the financial
statements.
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Our application of materiality
When establishing our overall audit strategy, we set certain thresholds
which help us to determine the nature, timing and extent of our audit
procedures. When evaluating whether the effects of misstatements, both
individually and on the financial statements as a whole, could reasonably
influence the economic decisions of the users we take into account
the qualitative nature and the size of the misstatements. Based on our
professional judgement, we determined materiality as follows:
Group 2024 Group 2023
Overall materiality $3,000,000 $209,000
Basis for determining
overall materiality
1.5% of total assets 1% of expenses
(excluding finance
expense)
Rationale for
benchmark applied
Entity made its first
acquisition in the
period – primary focus
of investors expected
to be on the assets
acquired, represented
by total assets, which
will generate future
revenue and profits.
Entity was seeking
an acquisition -
expenses considered
key benchmark for
sponsors as indicative
of utilisation of funds
in order to achieve
objective of an
acquisition.
Performance
materiality
$2,000,000 $156,000
Basis for determining
performance
materiality
65% of overall
materiality – reduced
from 75% to reflect
first period of audit of
Polimetal
75% of overall
materiality
Reporting of
misstatements to the
Audit Committee
Misstatements in
excess of $150,000 and
misstatements below
that threshold that, in
our view, warranted
reporting on qualitative
grounds.
Misstatements in
excess of $10,400 and
misstatements below
that threshold that, in
our view, warranted
reporting on qualitative
grounds.
An overview of the scope of our audit
The group consists of 6 legal entities, located in the following countries
British Virgin Islands, United Kingdom and Turkey.
Full scope audits were performed for 3 components and our full scope
audit procedures covered 100% of revenue, 100% of total assets and 100% of
result before tax. The other components are immaterial to the group.
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The full scope audit for 1 component was undertaken by a component
auditor.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors’
assessment of the group’s ability to continue to adopt the going concern
basis of accounting included:
• Obtaining an understanding of management’s going concern
evaluation;
• Reviewing the cash flow forecasts of the Group and challenging the
assumptions made by management;
• Checking the mathematical accuracy of the forecasts;
• Reviewing the terms of financing arrangements alongside covenant
calculations prepared by management and checking that they have
been incorporated into the forecasts;
• Checking that the forecasts take account of post year end transactions,
including changes to the Group’s funding arrangements;
• Obtaining management’s sensitivity analysis and assessing the impact
of changes in key assumptions; and
• Evaluating the Group’s disclosures on going concern.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group’s ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual
report other than the financial statements and our auditor’s report thereon.
The directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement
in the financial statements themselves. If, based on the work we have
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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.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set
out on page 39, 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 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 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.
The extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities are instances of Non-compliance with laws and regulations.
The objectives of our audit are to obtain sufficient appropriate audit
evidence regarding compliance with laws and regulations that have a
direct effect on the determination of material amounts and disclosures
in the financial statements, to perform audit procedures to help identify
instances of Non-compliance with other laws and regulations that may
have a material effect on the financial statements, and to respond
appropriately to identified or suspected Non-compliance with laws and
regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess
the risk of material misstatement of the financial statements due to fraud,
to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud through designing and
implementing appropriate responses and to respond appropriately to
fraud or suspected fraud identified during the audit.
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However, it is the primary responsibility of management, with the oversight
of those charged with governance, to ensure that the entity’s operations
are conducted in accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud, the group audit engagement team and
component auditors:
• obtained an understanding of the nature of the industry and sector,
including the legal and regulatory frameworks that the group operates
in and how the group are complying with the legal and regulatory
frameworks;
• inquired of management, and those charged with governance, about
their own identification and assessment of the risks of irregularities,
including any known actual, suspected or alleged instances of fraud;
• discussed matters about Non-compliance with laws and regulations
and how fraud might occur including assessment of how and where
the financial statements may be susceptible to fraud having obtained
an understanding of the overall control environment.
All relevant laws and regulations identified at a Group level and areas
susceptible to fraud that could have a material effect on the financial
statements were communicated to component auditors. Any instances of
Non-compliance with laws and regulations identified and communicated
by a component auditor were considered in our audit approach.
The most significant laws and regulations were determined as follows:
Legislation /
Regulation
Additional audit procedures performed by the
Group audit engagement team and component
auditors included:
IFRS • Review of the financial statement disclosures
and testing to supporting documentation
• Completion of disclosure checklists to identify
areas of Non-compliance
Tax compliance
regulations
• Inspection of advice received from internal and
external tax advisors
• Inspection of correspondence with local tax
authorities
• Input from a tax specialist was obtained
regarding the approach to auditing Turkish tax
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The areas that we identified as being susceptible to material misstatement
due to fraud were:
Risk
Audit procedures performed by the audit
engagement team:
Revenue
recognition
Testing cut-off of revenue transactions around
the reporting date and the accuracy of revenue
recorded in the year;
Challenging management on the accounting
impact of offtake agreements in place in the year;
and
Reviewing the disclosures in the financial
statements pertaining to revenue and significant
judgements.
Management
override of
controls
Testing the appropriateness of journal entries and
other adjustments;
Assessing whether the judgements made in making
accounting estimates are indicative of a potential
bias; and
Evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
A further description of our responsibilities for the audit of the financial
statements is included in Appendix 1 of this auditor’s report. This description
forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of those charged with governance, we
were appointed by the directors on 20 April 2022 to audit the financial
statements for the period ending 30 June 2022 and subsequent financial
periods.
The period of total uninterrupted consecutive appointments is three
financial periods, covering the period from incorporation to 30 June 2022
(prior to the company’s listing on the London Stock Exchange on 7 October
2022), the 18 month period ended 31 December 2023 and the year ended
31 December 2024.
The Non-audit services prohibited by the FRC’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.
Our audit opinion is consistent with the additional report to the audit
committee in accordance with ISAs (UK).
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Use of our report
This report is made solely to the company’s members, as a body, in
accordance our engagement letter dated 22 November 2024 and rule 4.1.7
in the Disclosure Rules and Transparency Rules sourcebook made by the
Financial Conduct Authority. Our audit work has been undertaken so that
we might state to the company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance
and Transparency Rules, these financial statements will form part of the
Annual Financial Report prepared in Extensible Hypertext Markup Language
(XHTML) format and filed on the National Storage Mechanism of the UK
FCA. This auditor’s report provides no assurance over whether the annual
financial report has been prepared in XHTML format.
Graham Ricketts
For and on behalf of RSM UK Audit LLP, Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
United Kingdom
Date: 24 April 2025
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Appendix 1: Auditor’s responsibilities for the audit of the
financial statements
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. We include an explanation in the auditor’s report of the extent
to which the audit was capable of detecting irregularities, including
fraud;
• 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 ability
to continue as a going concern. If we conclude that the use of the
going concern basis of accounting is appropriate and no material
uncertainties have been identified, we report these conclusions in the
auditor’s report. 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 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.
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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 also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, including the FRC’s Ethical Standard as applied to listed
public interest entities, and communicate with them all relationships
and other matters that may reasonably be thought to bear on 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
consolidated 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.
We are required to include in the auditor’s report an explanation of how we
evaluated management’s assessment of the group’s ability to continue as
a going concern and, where relevant, key observations arising with respect
to that evaluation.
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Consolidated Statement of Profit or Loss and
other Comprehensive Income
Notes
Year ended
31 December
2024
$000
| 18-month | |||
| period ending | |||
| 31 December | |||
| 2023 | |||
| $000 | |||
Revenue | 4 | ||
Cost of sales | ( | ||
Gross profit | |||
Research & Development expenses | ( | ||
General administrative expenses | 6 | ( | ( |
Share based payments | ( | ||
Other income from operating activities | |||
Operating profit/(loss) | ( | ||
Finance income | 7 | ||
Finance expense | 7 | ( | ( |
(Loss) / gain on derivatives | ( | ||
Loss before tax on continuing operations | ( | ( | |
Tax expense | 8 | ( | |
Loss for the period | ( | ( | |
| Other comprehensive income / (loss) | |||
Other movements | ( | ||
( | |||
Total comprehensive loss | ( | ( | |
Loss per ordinary share – basic and diluted | 9 | ( | ( |
The accompanying notes are an integral part of these financial statements.
All amounts are derived from continuing operations.
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Consolidated Balance Sheet
Notes
| At 31 December | At 31 December | ||
| 2024 | 2023 | ||
| $000 | $000 | ||
| Assets | |||
| Non-current assets | |||
Property, plant, and equipment | 12 | ||
Intangible assets | 13 | ||
Other non-current assets | 11 | ||
Total non-current assets | |||
| Current assets | |||
Cash and cash equivalents | 20 | ||
Other receivables | 19 | ||
Inventories | 18 | ||
Total current assets | |||
Total assets | |||
| Equity and liability | |||
| Non-current liabilities | |||
Deferred revenue | |||
Deferred taxation | |||
Contingent consideration | 15 | ||
Provisions | 16 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Loans & borrowings | 22 | ||
Redeemable public share liabilities | 24 | ||
Derivative financial instruments | 23 | ||
Trade and other payables | 21 | ||
Deferred consideration | 15 | ||
Deferred revenue | |||
Provisions | 16 | ||
Current tax liabilities | |||
Total current liabilities | |||
TOTAL LIABILITIES | |||
| Equity | |||
Share capital | 24 | ||
Share Based Payments reserve | 25 | ||
Share subscription advances and sponsor loans | 26 | ||
Other equity reserve | 26 | ||
Other comprehensive income reserve | 26 | ( | |
Accumulated loss | ( | ( | |
Equity attributable to equity holders of the parent | ( | ||
TOTAL EQUITY AND LIABILITIES |
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Consolidated Balance Sheet continued
These financial statements were approved and authorised for issue by the
Board of directors on 24 April 2025 and were signed on its behalf by:
Executive Director
Company Registration Number: 2067083 (registered in BVI)
The accompanying notes are an integral part of these financial
statements.
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Consolidated Statement of Changes in Equity
| Share | |||||||
| subscription | Other | ||||||
| Share based | advances | comprehensive | |||||
| Issued Share | payment | and sponsor | Other Equity | Accumulated | income | ||
| capital | reserve | loans | Reserve | losses | reserve | Total | |
| $ 000 | $000 | $000 | $000 | $000 | $000 | $000 | |
Balance as at 1-Jan-24 | ( | ( | |||||
Loss for the year | ( | ( | |||||
Other Comprehensive income not recognised in profit / (loss) | |||||||
Other movements in Other Comprehensive Income | ( | ( | |||||
Total comprehensive loss for the period | ( | ( | ( | ||||
( | ( | ( | |||||
| Transactions with owners recorded | |||||||
| directly in equity | |||||||
Share based payment – LTIP scheme | |||||||
| Issue of 6,646,796 ordinary A shares | |||||||
to Lidya | |||||||
| Issue of 7,715,659 ordinary A shares – | |||||||
Other investors | |||||||
| Issue of 721,102 ordinary A shares – | |||||||
EIP Scheme | |||||||
Sponsor loan received | |||||||
| Fair value adjustment on initial | |||||||
recognition of liability | ( | ||||||
| Issue of 758,207 ordinary A shares – | |||||||
Sponsor debt for equity | ( | ||||||
Sponsor loan reclassified to debt | ( | ( | |||||
Balance as at 31-Dec-24 | ( | ( |
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Consolidated Statement of Changes in Equity continued
| Share | |||||
| subscription | |||||
| advances | |||||
| Issued Share | and sponsor | Other equity | Accumulated | ||
| capital | loans | reserve | losses | Total | |
| $ 000 | $000 | $000 | $000 | $000 | |
Balance as at 1-Jul-22 | ( | ||||
Total comprehensive loss for the period | ( | ( | |||
( | ( | ||||
| Transactions with owners recorded directly | |||||
| in equity | |||||
Repayment of share subscription advances | ( | ( | |||
Issue of shares net of expenses | |||||
Transfer on sponsor warrants on IPO | ( | ||||
Sponsor loans received | |||||
Class B shares subscription | |||||
Balance as at 31-Dec-23 | ( | ( |
The accompanying notes are an integral part of these financial statements.
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Consolidated Statement of Cash Flows
| 18-month period | ||
| Year ended | ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
| Cash flows from operating activities | ||
Loss for the year / period | ( | ( |
| Adjustments for: | ||
Finance income | ( | ( |
Finance costs | ||
Loss / (gain) on derivative | ( | |
Depreciation and amortisation | ||
Share-based payment | ||
Tax expenses | ||
Adjustments to reconcile profit | ||
| Working capital adjustments | ||
Decrease in inventory | ||
Increase in trade and other receivables | ( | ( |
Increase / (decrease) in trade and other payables | ( | |
Decrease in deferred revenue | ( | |
Increase in provisions | ||
Taxes paid | ( | |
Changes in working capital | ( | |
Net cash inflow / (outflow) from operating activities | ( | |
| Cash flows from investing activities | ||
Interest income | ||
Interest on restricted funds | ||
Consideration acquisition Polimetal (net of cash acquired) | ( | |
Purchase of property, plant and equipment | ( | |
Disposal of intangible assets | ||
Net cash (outflow) / inflow from investing activities | ( |
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| 18-month period | ||
| Year ended | ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
| Cash flows from financing activities | ||
Proceeds from issue of ordinary share capital | ||
Redemption of public shares | ( | ( |
Sponsor loans received | ||
Sponsor loan repaid | ( | |
Issue of sponsor shares | ||
Issue of sponsor warrants | ||
Issue costs settled | ( | |
Advance share/warrant subscriptions (repaid)/received | ( | |
Proceeds from loans | ||
Repayment of loans | ( | |
Net cash inflows from financing activities | ||
Net increase / (decrease) in cash and cash equivalents | ( | |
Cash and cash equivalents at the beginning of the year | ||
Exchange gains / (losses) on cash and cash equivalents | ( | |
Cash and cash equivalents at the end of the year |
The accompanying notes are an integral part of these financial statements.
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continued
New standard or amendment | Effective date |
| Classification of Liabilities as Current or Non-current – | |
| Amendments to IAS 1, Non-current liabilities with Covenants | |
– Amendments to IAS 1 | 1 January 2024 |
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 | 1 January 2024 |
Supplier finance arrangements – Amendments to IAS 7 and IFRS 7 | 1 January 2024 |
New standard or amendment | Effective date | |
| Amendments to IAS 21 to clarify the accounting when there | ||
is a lack of exchangeability | 1 | January 2025 |
IFRS 18 Presentation and Disclosure in Financial Statements | 1 | January 2027 |
| IFRS 19 Subsidiaries without Public Accountability: | ||
Disclosures | 1 | January 2027 |
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continued
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Other receivables | 8,098 | 206 |
Cash and cash equivalents | 9,675 | 1,454 |
| Total current financial assets at amortised | ||
cost | 17,773 | 1,660 |
| 31 December | 31 December | |
| 2024 | 2023 | |
| Categories of financial liabilities at amortised cost | $000 | $000 |
Trade payables | 17,678 | 228 |
Accruals | 6,096 | 102 |
Other payables | 1,011 | 514 |
Trade and other payables | 24,785 | 844 |
Current loans and borrowings | 39,611 | – |
Loans and borrowings | 39,611 | – |
Total financial liabilities at amortised cost | 64,396 | 844 |
| 31 December | 31 December | |
| 2024 | 2023 | |
| Categories of financial liabilities at Fair Value | $000 | $000 |
Derivatives | 14,890 | 770 |
Contingent consideration | 28,158 | – |
Deferred consideration | 6,839 | – |
Total current financial liabilities at Fair Value | 49,887 | 770 |
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continued
| Receivables | |||||
Trade receivables | Other receivables | ||||
| Related | Third | Related | Third | Bank | |
| 31 December 2024 | party | party | party | party | deposits |
Maximum net credit risk as of balance sheet date (A+B+C+D+E) (*) | – | – | – | 8,391 | 9,675 |
- The part of maximum risk under guarantee with collateral | – | – | – | – | – |
| A. Net book value of financial | |||||
assets that are neither overdue nor impaired | – | – | – | 8,391 | 9,675 |
| B. Net book value of financial assets | |||||
that are renegotiated | – | – | – | – | – |
| C. Net book value of financial assets | |||||
that are overdue but not impaired | – | – | – | – | – |
- The part of maximum risk under guarantee with collateral | – | – | – | – | – |
D. Net book value of impaired asset | – | – | – | – | – |
- Overdue (gross net book value) | – | – | – | – | – |
- Impairment (-) | – | – | – | – | – |
- The part of net value under guarantee with collateral etc. | – | – | – | – | – |
- Undue (gross net book value) | – | – | – | – | – |
- Impairment (-) | – | – | – | – | – |
- The part of net value under guarantee with collateral | – | – | – | – | – |
E. Credit Risk of the Statement of Financial Position | – | – | – | – | – |
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continued
| Receivables | |||||
Trade receivables | Other receivables | ||||
| Related | Third | Related | Third | Bank | |
| 31 December 2023 | party | party | party | party | deposits |
Maximum net credit risk as of balance sheet date (A+B+C+D+E) (*) | – | – | – | 206 | – |
- The part of maximum risk under guarantee with collateral | – | – | – | – | – |
| A. Net book value of financial | |||||
assets that are neither overdue nor impaired | – | – | – | 206 | – |
| B. Net book value of financial assets | |||||
that are renegotiated | – | – | – | – | – |
| C. Net book value of financial assets | |||||
that are overdue but not impaired | – | – | – | – | – |
- The part of maximum risk under guarantee with collateral | – | – | – | – | – |
D. Net book value of impaired asset | – | – | – | – | – |
- Overdue (gross net book value) | – | – | – | – | – |
- Impairment (-) | – | – | – | – | – |
- The part of net value under guarantee with collateral | – | – | – | – | – |
- Undue (gross net book value) | – | – | – | – | – |
- Impairment (-) | – | – | – | – | – |
- The part of net value under guarantee with collateral etc. | – | – | – | – | – |
E. Credit Risk of the Statement of Financial Position | – | – | – | – | – |
| * The factors that increase the credit reliability, such as guarantee received are not | considered in the determination of the balance. |
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continued
| Between | Between | Between | |||
| Up to | 3 and | 1 and | 2 and | Over | |
| 31 December 2024 | 3 Months | 12 months | 2 years | 5 years | 5 years |
Trade payables | 17,678 | – | – | – | – |
Other payables | 7,107 | – | – | – | – |
Redeemable public share liabilities | – | 25 | – | – | – |
Derivative financial instruments | – | 14,890 | – | – | – |
Sponsor loans | – | 14,806 | – | – | – |
Traxys loan | 26,036 | – | – | – | – |
Deferred consideration | – | 6,839 | – | – | – |
Contingent consideration | – | – | – | 17,479 | 47,370 |
Undiscounted financial liabilities | 50,821 | 36,560 | – | 17,479 | 47,370 |
| Between | Between | Between | |||
| Up to | 3 and 12 | 1 and 2 | 2 and | Over | |
| 31 December 2023 | 3 Months | months | years | 5 years | 5 years |
Trade payables | 228 | – | – | – | – |
Other payables | 616 | – | – | – | – |
Redeemable public share liabilities | – | 292 | – | – | – |
Derivative financial instruments | – | 770 | – | – | – |
Undiscounted financial liabilities | 844 | 1,062 | – | – | – |
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continued
| 31 December 2024 | |||||
| Foreign exchange position | USD | TL | EUR | AUD | GBP |
1. Monetary financial assets | 3,822 | 134,617 | – | – | – |
2. Trade receivables | – | – | – | – | – |
3. Other receivables | 44 | 1,541 | – | – | – |
4. Other current assets | 10 | 8 | – | 15 | – |
5. Current assets (1+2+3+4) | 3,876 | 136,166 | – | 15 | – |
6. Other receivables | 90 | 3,170 | – | – | – |
7. Non-current assets (6) | 90 | 3,170 | – | – | – |
8. Total assets (5+7) | 3,966 | 139,336 | – | 15 | – |
9. Trade payables | 3,379 | 100,720 | 117 | 122 | 257 |
10. Other payables | 358 | 12,623 | – | – | – |
11. Other current liabilities | – | – | – | – | – |
12. Current liabilities (9+10+11) | 3,737 | 113,343 | 117 | 122 | 257 |
13. Total liabilities | 3,737 | 113,343 | 117 | 122 | 257 |
| 14. Net foreign currency (liability) / | |||||
asset (8-13) | 229 | 25,993 | (117) | (107) | (257) |
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| 31 December 2023 | |||||
| Foreign exchange position | USD | TL | EUR | AUD | GBP |
1. Monetary financial assets | – | – | – | – | – |
2. Trade receivables | – | – | – | – | – |
3. Other receivables | – | – | – | – | – |
4. Other current assets | – | – | – | – | – |
5. Current assets (1+2+3+4) | – | – | – | – | – |
6. Other receivables | – | – | – | – | – |
7. Non-current assets (6) | – | – | – | – | – |
8. Total assets (5+7) | – | – | – | – | – |
9. Trade payables | 71 | – | – | 66 | 20 |
10. Other payables | – | – | – | – | – |
11. Other current liabilities | – | – | – | – | – |
12. Current liabilities (9+10+11) | 71 | – | – | 66 | 20 |
13. Total liabilities | 71 | – | – | 66 | 20 |
| 14. Net foreign currency (liability) / | |||||
asset (8-13) | (71) | – | – | (66) | (20) |
| 2024 | 2024 | |
| +10% | -10% | |
| $000 | $000 | |
TL denominated net assets / liabilities | 74 | (74) |
EUR denominated net assets / liabilities | (12) | 14 |
| Other currency denominated net assets / | ||
liabilities | (8) | 19 |
Total | 54 | (41) |
| 2023 | 2023 | |
| +10% | -10% | |
| $000 | $000 | |
TL denominated net assets / liabilities | – | – |
EUR denominated net assets / liabilities | – | – |
| Other currency denominated net assets / | ||
liabilities | (6) | 8 |
Total | (6) | 8 |
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continued
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Total financial liabilities (a) | 114,283 | 1,614 |
Cash and cash equivalents (b) | 9,675 | 1,454 |
Net financial debt (c = a-b) | 104,608 | 160 |
Equity (d) | 58,311 | (246) |
Invested Capital (e = c+d) | 162,919 | (86) |
Capital Ratio (f = c / e) | 64% | (186) % |
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Sale of Goods | 57,745 | – |
Total | 57,745 | – |
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Turkey – domestic | 55,891 | – |
Other | 1,854 | – |
Total | 57,745 | – |
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continued
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $ | $ | |
Customer 1 | 57,745 | – |
Total | 57,745 | – |
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
| Revenue | ||
Europe | 57,745 | – |
Rest of world | – | – |
Total revenue | 57,745 | – |
| Operating profit / (loss) | ||
Europe | 20,365 | – |
Rest of world | (15,580) | (20,930) |
Total operating profit / (loss) | 4,785 | (20,930) |
| Non-current assets | ||
Europe | 186,217 | – |
Rest of world | – | – |
Total non-current assets | 186,217 | – |
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continued
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
| Revenue | ||
Operational | 57,745 | – |
Corporate | – | – |
Total revenue | 57,745 | – |
| Operating profit / (loss) | ||
Operational | 24,099 | – |
Corporate | (19,314) | (20,930) |
Total operating profit / (loss) | 4,785 | (20,930) |
| Non-current assets | ||
Operational | 186,217 | – |
Corporate | – | – |
Total non-current assets | 186,217 | – |
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Other income from mining activities | 301 | – |
Total other income | 301 | – |
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continued
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Operating profit (2023: loss) is stated after charging: | ||
| Auditors’ remuneration: | ||
Audit fees – audit of the Company and its subsidiaries pursuant to legislation | 400 | 100 |
Non-audit fees – other assurance services | 333 | – |
Project costs in relation acquisition | 7,858 | – |
Legal & professional costs | 4,872 | 19,142 |
Consultancy | 9,041 | 1,689 |
Depreciation of Property Plant and Equipment | 4,352 | – |
Amortisation of intangible assets | 2,877 | – |
Share based payment | 1,050 | – |
Royalty payments | 10,334 | – |
Non-executive fees | 392 | – |
Directors’ fee and staff costs | 670 | – |
Listing expense | 297 | – |
Research and Development | 375 | – |
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continued
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Sales of gold and silver | 57,745 | – |
Revenue | 57,745 | – |
Costs of sales of gold and silver | (33,704) | - |
Gross Profit | 24,041 | – |
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continued
| 2024 | 2023 | |
| $000 | $000 | |
Current income tax liabilities | (11,470) | – |
Withholding tax | (689) | – |
Less: Prepaid income tax | 6,623 | – |
Net current income tax liabilities | (5,536) | – |
| 2024 | 2023 | |
| $000 | $000 | |
Current period tax expense | 9,760 | – |
Withholding tax | 689 | – |
Deferred tax income | (4,331) | – |
Tax expense | 6,118 | – |
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continued
| 31 December | 31 December | 31 December | ||
| 2024 | 2024 | 2023 | 31 December | |
| Cumulative | Deferred | Cumulative | 2023 | |
| temporary | tax asset/ | temporary | Deferred tax | |
| differences | (liability) | differences | liability | |
Inventories | 410 | (102) | – | – |
Property, plant and equipment and intangible assets | 99,541 | (24,886) | – | – |
| Temporary differences on accruals | ||||
and provisions | (12,446) | 3,112 | – | – |
Employee severance indemnity | (433) | 108 | – | – |
Construction in progress | 518 | (130) | – | – |
Vacation pay liability | (186) | 47 | – | – |
| Asset retirement obligation | ||||
provisions | (12,506) | 3,126 | – | – |
Other temporary differences | (396) | 99 | – | – |
Net deferred tax liability | (18,626) | – |
| 2024 | 2023 | |
| $000 | $000 | |
1 January | – | – |
Acquired in Business Combination | (22,957) | – |
| Deferred tax income recognised in income | ||
statement | 4,331 | – |
31 December | (18,626) | – |
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continued
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Loss on ordinary activities before income tax | (6,971) | (25,937) |
| British Virgin Islands (“BVI”) rate of corporation | ||
tax | 0% | 0% |
– | – | |
| Effect of Turkish tax rate of 25% on Turkish | ||
profits | 5,429 | – |
Withholding tax | 689 | – |
Tax expense | 6,118 | – |
| 18-month | ||
| period ended | ||
| Year ended | 31 December | |
| 31 December | 2023 | |
| 2024 | Restated | |
| Basic and diluted | ||
| Loss for the period and earnings used in basic | ||
& diluted EPS ($000) | (13,089) | (25,937) |
Weighted average number of shares used in basic and diluted EPS | 8,290,049 | 1,795,946 |
Loss per share ($) | (1.58) | (14.44) |
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Notes to the Consolidated Financial Statements
continued
Consideration | $000 |
Cash | 84,000 |
Shares issued to Lidya | 39,881 |
Working capital (deferred consideration) | 6,839 |
Lidya’s debts to Polimetal | 15,638 |
Copper price bonus (contingent consideration) | 15,551 |
Copper discovery bonus (contingent consideration) | 12,607 |
Warrants issued to Lidya | 1,994 |
Royalty liabilities assumed from seller | 2,343 |
Total Consideration | 178,853 |
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Notes to the Consolidated Financial Statements
continued
| Fair value at | |
| acquisition | |
| Assets acquired and liabilities assumed | $000 |
Mining license | 102,670 |
Property, plant, and equipment | 45,196 |
Intangible assets | 50 |
Related party (Lidya) debt | 15,638 |
Other non-current assets | 335 |
Inventories | 16,053 |
Trade and other receivables | 850 |
Cash and cash equivalents | 3,021 |
Asset retirement obligation | (12,455) |
Non-current liabilities | (525) |
Non-current litigation | (878) |
Deferred tax | (22,957) |
Trade and other payables | (11,025) |
Total net assets acquired | 135,973 |
| $000 | |
Total Consideration transferred | 178,853 |
Less: Fair value of net assets acquired | (135,973) |
Goodwill (residual) | 42,880 |
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Notes to the Consolidated Financial Statements
continued
| 31 Dec 2024 | |
| Pro-forma P&L | $000 |
Revenue | 136,614 |
Cost of sales | (64,684) |
Gross profit | 71,930 |
Research & Development | (2,506) |
General administrative expenses | (23,059) |
Share based payments | (1,050) |
Other income from operating activities | 955 |
Operating profit | 46,270 |
Finance income | 8,501 |
Finance expense | (10,150) |
(Loss) / gain on derivatives | (8,472) |
Profit before tax on continuing operations | 36,149 |
Tax expense | (6,991) |
Profit for the year | 29,158 |
| 2024 | 2023 | |
| $000 | $000 | |
| Non-current | ||
Prepayments | 293 | – |
293 | – |
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continued
| Land | Plant & | Motor Fixtures & Construction | Mining | ||||||
| Land | Improve | Buildings | Machinery | Vehicle | Fittings | in Progress | assets | Total | |
| $000 | $000 | $000 | $000 | $000 | $000 | $000 | $000 | $000 | |
| Cost | |||||||||
At 1 January and 31 December 2023 | – | – | – | – | – | – | – | – | – |
Acquired | 2,695 | 3,832 | 2,912 | 21,401 | 783 | 1,577 | 6,134 | 5,862 | 45,196 |
Additions | – | 326 | – | 1,374 | – | 253 | 560 | – | 2,513 |
Disposals | – | – | – | – | – | – | – | (156) | (156) |
| At 31 December | |||||||||
2024 | 2,695 | 4,158 | 2,912 | 22,775 | 783 | 1,830 | 6,694 | 5,706 | 47,553 |
| Depreciation | |||||||||
At 1 January and 31 December 2023 | – | – | – | – | – | – | – | – | – |
Charge for the year | – | 176 | 167 | 1,013 | 110 | 122 | – | 2,764 | 4,352 |
| At 31 December | |||||||||
2024 | – | 176 | 167 | 1,013 | 110 | 122 | – | 2,764 | 4,352 |
| Net book value | |||||||||
At 31 December 2023 | – | – | – | – | – | – | – | – | – |
| At 31 December | |||||||||
2024 | 2,695 | 3,982 | 2,745 | 21,762 | 673 | 1,708 | 6,694 | 2,942 | 43,201 |
| Rights, | ||||
| Mining | software and | |||
| Goodwill | License | licenses | Total | |
| $000 | $000 | $000 | $000 | |
| Cost | ||||
At 1 January and 31 December 2023 | – | – | – | – |
Acquired | 42,880 | 102,670 | 50 | 145,600 |
At 31 December 2024 | 42,880 | 102,670 | 50 | 145,600 |
| Amortisation | ||||
At 1 January and 31 December 2023 | – | – | – | – |
Charge for the year | – | 2,852 | 25 | 2,877 |
At 31 December 2024 | – | 2,852 | 25 | 2,877 |
| Net book value | ||||
At 31 December 2023 | – | – | – | – |
At 31 December 2024 | 42,880 | 99,818 | 25 | 142,723 |
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continued
| 31-Dec-24 | 31-Dec-23 | |
| $000 | $000 | |
Social Security premium payables | 213 | – |
Total | 213 | – |
15. Deferred and contingent consideration
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Copper Discovery Bonus | 12,607 | – |
Copper Price Bonus | 15,551 | – |
28,158 | – |
| $000 | |
At 1 January 2023 | – |
At acquisition | 28,158 |
At 31 December 2024 | 28,158 |
Details of accounting for contingent consideration is given in Accounting
Polices (Note 2). Please also refer to Acquisitions (Note 10). Contingent
consideration is provisional under IFRS3 para.45.
Deferred consideration
An element of the consideration included a “working capital” settlement
which can be settled in cash or in A Ordinary shares at the option of
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continued
Lidya. The share settlement option includes discounts to the share price
that impact the number of shares that would be issued. The instrument
has been valued at fair value at the acquisition date with no changes in
fair value recognised subsequently as the share price has not changed
significantly in the period. Settlement has not yet occurred but is due by
November 2025 therefore the balance is classified as a current liability.
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Acquisition working capital settlement | 6,839 | – |
6,839 | – | |
| $000 | ||
At 1 January 2023 | – | |
At acquisition | 6,839 | |
At 31 December 2024 | 6,839 |
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Current provision | 186 | – |
Total other current provisions | 186 | – |
| 2024 | 2023 | |
| $000 | $000 | |
1 st January | – | – |
Acquired | 232 | – |
Cancelled | (43) | – |
Foreign exchange gain | (3) | – |
31 st December | 186 | – |
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Notes to the Consolidated Financial Statements
continued
| 18-month | ||
| Year ended | period ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
| Provision for Asset Retirement Obligation | ||
(“ARO”) | 12,506 | – |
Legal and other provisions | 878 | – |
Long Term Severance Pay Provision | 433 | – |
Total other non-current provisions | 13,817 | – |
| 31 December | 31 December | |
| 2024 | 2023 | |
| Movement on provision for ARO | $000 | $000 |
January 1 | – | – |
Acquired | 12,455 | – |
Interest expense | 207 | – |
Revaluation at year end | (156) | – |
December 31 | 12,506 | – |
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continued
| 31 December | 31 December | |
| Movement on acquired contingent liability for legal | 2024 | 2023 |
| costs | $000 | $000 |
January 1 | – | – |
Acquired | 878 | – |
December 31 | 878 | – |
| 31 December | 31 December | |
| 2024 | 2023 | |
| Movement on provision for severance pay | $000 | $000 |
January 1 | – | – |
Acquired | 393 | – |
Additions | 31 | – |
Cancellations | (3) | – |
Interest income | 28 | – |
Foreign exchange gain | (16) | |
December 31 | 433 | – |
| Proportion of | |||||
| ownership | |||||
| Direct or | interest at | ||||
| Country of | indirect | 31 December | |||
| Name | incorporation | Parent | holding | 2024 | Nature of business |
ACG Holdco 1 Limited | United Kingdom | ACG Metals Ltd | Direct | 100% | Holding company |
ACG Holdco 2 Limited | United Kingdom | ACG Metals Ltd | Direct | 100% | Dormant |
| Polimetal Madenclik | ACG Holdco 1 | ||||
Sanayi ve Ticaret | Turkey | Limited | Direct | 100% | Mining company |
Name | Registered address |
ACG Holdco 1 Limited | Riverbank House C/O Fieldfisher LLP, 2 Swan Lane, London, |
| United Kingdom, EC4R 3TT | |
ACG Holdco 2 Limited | Riverbank House C/O Fieldfisher LLP, 2 Swan Lane, London, |
| United Kingdom, EC4R 3TT | |
| Polimetal Madenclik Sanayi ve | Bestepe Mahallesi Yasam Caddesi, Ak Plaza Apt., No: 7/7, |
| Ticaret | Yenimahalle, Ankara. |
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Notes to the Consolidated Financial Statements
continued
| 2024 | 2023 | |
| $000 | $000 | |
Finished goods | 11 | – |
Unfinished goods | 5,669 | – |
Raw materials | 1,749 | – |
Total Inventories | 7,429 | – |
| 2024 | 2023 | |
| $000 | $000 | |
Receivables in escrow | 6,773 | – |
Prepayments | 597 | 206 |
VAT and other taxes receivable | 223 | – |
Other receivables | 505 | – |
Total Other receivables | 8,098 | 206 |
| 2024 | 2023 | |
| $000 | $000 | |
Restricted cash | 76 | 806 |
Cash on deposit | 3,849 | – |
Cash & cash equivalents | 5,750 | 648 |
Total | 9,675 | 1,454 |
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| 2024 | 2023 | |
| $000 | $000 | |
Trade payables | 17,678 | 228 |
Accruals | 6,096 | 102 |
Social security & other taxes payables | 213 | – |
Other payables | 440 | 514 |
Deposits and Guarantees received | 358 | – |
Total trade and other payables | 24,785 | 844 |
| 2024 | 2023 | |
| Current | $000 | $000 |
Sponsor loans | 13,768 | – |
Other loans | 25,843 | – |
Total current loans | 39,611 | – |
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Notes to the Consolidated Financial Statements
continued
| Non-cash | |||||||
| Non-cash | Interest and | ||||||
| Debt for | Cash | discount | |||||
| 01-Jan-24 | equity | Cash inflow | outflow | unwind | Non-cash | 31-Dec-24 | |
| $000 | $000 | $000 | $000 | $000 | Redemption | $000 | |
Class A Shares | 292 | – | – | – | – | (267) | 25 |
| Loans – | |||||||
Traxys | – | – | 37,500 | (13,201) | 1,544 | – | 25,843 |
Sponsor loan | – | 16,820 | – | (3,825) | 773 | – | 13,768 |
292 | 16,820 | 37,500 | (17,026) | 2,317 | (267) | 39,636 |
| 18-month | ||
| Year | period | |
| ended | ended | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| $000 | $000 | |
Opening Balance | 770 | – |
Inception date fair value | – | 3,502 |
Warrants issued | 5,648 | – |
Fair value loss through profit or loss | 8,472 | (2,732) |
Closing Balance | 14,890 | 770 |
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continued
Classified as equity | Number | $000 |
| At 31 December 2023 | ||
| $0.01 Class B ordinary shares (“Sponsor | ||
Shares”) | 3,125,000 | 31 |
| $1.50 Class B ordinary Shares (“Sponsor | ||
Shares”) | 1,333,333 | 2,000 |
| Total share capital classified as equity 31 | ||
December 2023 | 4,458,333 | 2,031 |
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continued
Number | $000 | |
B ordinary shares converted at acquisition | (4,458,333) | (2,031) |
A ordinary shares created on re-admission | 3,125,000 | 2,031 |
LTIP share impact | – | 684 |
Ordinary A shares issued – Lidya | 6,646,796 | 39,881 |
Ordinary A shares – EIP | 721,102 | – |
Ordinary A shares issued – Other investors | 7,715,659 | 43,979 |
Ordinary A shares – Sponsor debt for equity | 758,207 | 4,322 |
| Total share capital classified as equity 31 | ||
December 2024 | 18,966,764 | 90,897 |
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| 2024 | 2023 | 2024 | 2023 | |
| Number | Number | $000 | $000 | |
| Classified as a financial liability: Public shares | ||||
| $10.00 redeemable Class A ordinary shares | ||||
Opening balance | 28,268 | – | 292 | – |
Proceeds of issue of Public Shares | – | 12,500,000 | – | 125,000 |
Less: initial recognition of Public Warrants | – | – | – | (1,117) |
Less: share issue costs | – | – | – | (2,817) |
Effective interest accretion | – | – | – | 7,996 |
Redemption of Class A Shares | (25,813) | (12,471,732) | (267) | (128,770) |
| Total share capital classified as financial | ||||
liability | 2,455 | 28,268 | 25 | 292 |
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continued
| 2024 | 2023 | |
| $000 | $000 | |
| Issue of share capital and sponsors warrants | ||
on IPO | 10,963 | 10,963 |
10,963 | 10,963 |
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continued
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Officers and Advisers
Directors:
Artem Volynets – Chairman & Chief Executive Officer
Mark Curtis – Independent Non-Executive Director
Hendrik Johannes Faul – Independent Non-Executive Director
Fiona Paulus – Independent Non-Executive Director
Maarten Terlouw – Non-Executive Director
Mustafa Aksoy – Non-Executive Director
Michael R. Pompeo – Independent Non-Executive Director
Company
secretary:
Riverbank House C/O Fieldfisher LLP
2 Swan Lane
London
United Kingdom, EC4R 3TT
Registered office: Craigmuir Chambers
PO Box 71
Road Town, Tortola
VG1110, BVI
Registered agent: Harneys Corporate Services Limited
Craigmuir Chambers
PO Box 71
Road Town, Tortola
VG1110, BVI
Depository: Link Group,
Central Square
29 Wellington Street
Leeds, LS1 4DL
Bankers: Citibank, N.A,
CGC Centre, Canada Square
Canary Wharf, E14 5LB
Auditors: RSM UK Audit LLP
25 Farringdon Street,
London, EC4A 4AB
Legal advisors to
the Company as to
BVI law:
Harneys Corporate Services Limited
Craigmuir Chambers
PO Box 71
Road Town, Tortola
VG1110, BVI
Legal advisors to
the Company as to
US and English law:
Cleary Gottlieb Steen & Hamilton LLP
2 London Wall Place,
London, EC2Y 5AU
Registrars: Link Market Services (Guernsey) Limited,
PO Box 627,
St Peter Port,
Guernsey, GY1 4PP
Company Number: 2067083 (registered in BVI)
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